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Date: 2025-09-09 Category: Not Applicable State: Union Government Country: India

SFC ENVIRONMENTAL TECHNOLOGIES LIMITED

Issued by Securities and Exchange Board of India · Not Applicable

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Executive Summary & Key Takeaways

Executive Summary: This document is the Draft Red Herring Prospectus (DRHP) for the initial public offering (IPO) of SFC Environmental Technologies Limited, dated August 25, 2025. It details the offer structure, including a fresh issue of equity shares and an offer for sale by existing shareholders. Key dates, including the Bid Offer Opening and Closing Dates, will be announced later. Key Points / Main Content: Company Information: * SFC Environmental Technologies Limited is incorporated with Corporate Identity Number U37003MH2005PLC152235. * The registered office is located at The Ambience Court, HiTech Business Park, Navi Mumbai. * The promoters of the company are Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar, Prachiti Sandeep Asolkar, and Saketchandrasingh Pratapsingh Dhandoriya. * Website: www.sfcenvironment.com Offer Details: * The IPO consists of a fresh issue of equity shares with a face value of ₹2 each, aggregating up to ₹1,500.00 million. * It also includes an offer for sale of up to 12,307,500 equity shares by selling shareholders, aggregating up to million. * A reservation of equity shares is available for eligible employees, not exceeding 5% of the post-offer equity share capital. * The offer is being made in accordance with SEBI ICDR Regulations. Offer Structure and Allocation: * Not more than 50% of the net offer is available for allocation to Qualified Institutional Buyers (QIBs). * Up to 60% of the QIB portion may be allocated to Anchor Investors. * 5% of the Net QIB Portion shall be available for allocation to Mutual Funds only. * Not less than 15% of the net offer is available for allocation to Non-Institutional Bidders (NIBs). * Not less than 35% of the net offer is available for allocation to Retail Individual Bidders (RIBs). Pre-IPO Placement: * The company may consider a pre-IPO placement of specified securities aggregating up to ₹300.00 million. * The pre-IPO placement, if undertaken, shall not exceed 20% of the size of the fresh issue. Bidding Information: * The offer is being made through the Book Building Process. * All bidders, other than Anchor Investors, are required to participate in the offer through the ASBA process or UPI Mechanism. * The UPI mandate end time and date shall be at 5:00 p.m. on Bid Offer Closing Date. * The Anchor Investor Bidding Date shall be one Working Day prior to the Bid Offer Opening Date. Listing: * The equity shares are proposed to be listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Responsibilities: * The company accepts responsibility for the information contained in the Draft Red Herring Prospectus. * Selling shareholders accept responsibility for statements pertaining to them and their offered shares. Book Running Lead Managers (BRLMs): * IIFL Capital Services Limited, JM Financial Limited, and Nuvama Wealth Management Limited are the BRLMs. Registrar to the Offer: * MUFG Intime India Private Limited is the registrar to the offer. Risk Factors: * Investments in equity shares involve risk. * The offer price should not be considered indicative of the market price after listing. Impact Analysis: Investors: * Impact: Need to carefully review the DRHP, including risk factors, before making an investment decision. * Action Required: Participate in the bidding process during the Bid Offer Period through ASBA or UPI. Qualified Institutional Buyers (QIBs) and Anchor Investors: * Impact: Have specific allocation percentages and bidding guidelines as per SEBI ICDR Regulations. * Action Required: Anchor Investors to bid on the Anchor Investor Bidding Date. QIBs to adhere to allocation guidelines. Non-Institutional Bidders (NIBs): * Impact: A specific portion of the offer is reserved for NIBs with a minimum application size. * Action Required: Bid for equity shares for an amount more than 0.20 million. Retail Individual Bidders (RIBs): * Impact: A specific portion of the offer is reserved for RIBs. * Action Required: Participate in the offer by submitting a bid through ASBA or UPI. Eligible Employees: * Impact: Opportunity to subscribe to shares reserved under the Employee Reservation Portion, with a potential employee discount. * Action Required: Submit bids under the Employee Reservation Portion, adhering to the maximum bid amount limit. Book Running Lead Managers (BRLMs): * Impact: Responsible for managing the IPO process and book building. * Action Required: Facilitate the bidding process and assist in determining the offer price. SFC Environmental Technologies Limited: * Impact: Raising capital through the fresh issue and facilitating the offer for sale. * Action Required: Ensure compliance with SEBI regulations, coordinate with BRLMs and Registrar, and allot shares to successful bidders. Selling Shareholders: * Impact: Selling their existing shares as part of the Offer for Sale. * Action Required: Fulfill obligations related to the transfer of shares.

Key Entities Referenced

SFC ENVIRONMENTAL TECHNOLOGIES LIMITED: The company issuing the Draft Red Herring Prospectus for an IPO. Companies Act, 2013: Indian legislation under which the company is governed. Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018: Regulations governing the IPO process in India. National Stock Exchange of India Limited NSE: One of the stock exchanges where the company proposes to list its equity shares. BSE Limited BSE: One of the stock exchanges where the company proposes to list its equity shares. IIFL Capital Services Limited: One of the Book Running Lead Managers (BRLMs) for the IPO. JM Financial Limited: One of the Book Running Lead Managers (BRLMs) for the IPO. Nuvama Wealth Management Limited: One of the Book Running Lead Managers (BRLMs) for the IPO.
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DRAFT RED HERRING PROSPECTUS Dated August 25, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer (Please scan this QR Code to view the DRHP) SFC ENVIRONMENTAL TECHNOLOGIES LIMITED CORPORATE IDENTITY NUMBER: U37003MH2005PLC152235 REGISTERED OFFICE CORPORATE OFFICE CONTACT EMAIL AND TELEPHONE WEBSITE PERSON The Ambience Court, Hi-Tech 2201-2202, Rupa Renaissance, Shweta Deshpande Email: compliance@sfcenv.com www.sfcenvironm Business Park, 21st Floor, Sector D-33, Turbhe MIDC Road, TTC Company Secretary Telephone: +91 22 4482 2717 ent.com 19-D, Plot No. 2, Vashi, Navi Industrial Area, MIDC Industrial and Compliance Mumbai, Thane 400 705, Area, Turbhe, Navi Mumbai 400 Officer Maharashtra, India 705, Maharashtra, India THE PROMOTERS OF OUR COMPANY: SANDEEP SUDHAKAR ASOLKAR, PRIYA SANDEEP ASOLKAR, PRACHITI SANDEEP ASOLKAR AND SAKETCHANDRASINGH PRATAPSINGH DHANDORIYA DETAILS OF OFFER TO THE PUBLIC TYPE FRESH OFFER FOR TOTAL ELIGIBILITY – 6(1) & SHARE RESERVATION AMONG QIB, NIB & ISSUE SIZE^ SALE SIZE OFFER SIZE RIB Fresh Up to [●] Up to 12,307,500 Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the Securities and Issue and Equity Shares Equity Shares of face Shares of face Exchange Board of India (Issue of Capital and Disclosure Requirements) Offer for of face value value of ₹2 each value of ₹2 each Regulations, 2018, as amended (“SEBI ICDR Regulations”). For details in Sale of ₹2 each aggregating up to aggregating up relation to share reservation among QIBs, NIBs, RIBs and Eligible aggregating up ₹[●] million to ₹[●] million Employees, see “Offer Structure” on page 540. to ₹1,500.00 million DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY SHARE WEIGHTE WEIGHTED D NUMBER OF AVERAGE NUMBER OF AVERAGE EQUITY COST OF NAME OF NAME OF THE EQUITY SHARES COST OF SHARES ACQUISITIOTHE SELLING SELLING TYPE TYPE OFFERED / ACQUISITI OFFERED / N PER SHAREHOLD SHAREHOLDERS AMOUNT (IN ₹ ON PER AMOUNT (IN ₹ EQUITY ERS MILLION) EQUITY MILLION) SHARE (IN SHARE (IN ₹)*# ₹)*# Sandeep Sudhakar Promoter Up to 1,867,000 36.72 Veera Venkata Other Selling Up to 922,000 36.72 Asolkar (held jointly Selling Equity Shares of Satyanarayana Shareholder Equity Shares of with Priya Sandeep Shareholders face value of ₹2 Yannamani face value of ₹2 each Asolkar) each aggregating aggregating up to up to ₹[●] million ₹[●] million Saketchandrasingh Promoter Up to 843,000 36.72 Jaya Other Selling Up to 230,000 52.61 Pratapsingh Selling Equity Shares of Chandrakant Shareholder Equity Shares of Dhandoriya Shareholder face value of ₹2 Gogri (held face value of ₹2 each each aggregating jointly with aggregating up to up to ₹[●] million Chandrakant ₹[●] million Vallabhaji Gogri and Hetal Gogri Gala) Sarvesh Kumar Garg O ther Selling Up to 2,377,000 36.72 Jayshree Harit Other Selling Up to 70,000 Equity 42.85 Shareholder Equity Shares of Shah (held Shareholder Shares of face value face value of ₹2 jointly with Harit of ₹2 each each aggregating Pragji Shah) aggregating up to up to ₹[●] million ₹[●] million Sandeep Sambhaji Other Selling Up to 1,975,000 36.72 Hardik Suresh Other Selling Up to 36,750 Equity 36.72 Parab Shareholder Equity Shares of Matalia Shareholder Shares of face value face value of ₹2 of ₹2 each each aggregating aggregating up to up to ₹[●] million ₹[●] million Rajesh Kesavan Other Selling Up to 1,975,000 36.72 Parag Other Selling Up to 36,750 Equity 36.72 Nambisan Shareholder Equity Shares of Bipinchandra Shareholder Shares of face value face value of ₹2 Shah of ₹2 each each aggregating aggregating up to up to ₹[●] million ₹[●] millionKumaraguru Other Selling Up to 1,975,000 36.72 Madurakavi Shareholder Equity Shares of face value of ₹2 each aggregating up to ₹[●] million * As certified by M/s H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. For a complete list of all the Selling Shareholders and their weighted average cost of acquisition per Equity Share on a fully diluted basis, see “Summary of the Offer Document – Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders” on page 45. #Calculated per Equity Share on a fully diluted basis. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹2 each. The Floor Price, Cap Price and Offer Price determined by our Company in consultation with the Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 166, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“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 47. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and only confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent of information specifically pertaining to itself and its respective portion of the Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each of the Selling Shareholder, severally and not jointly, confirms that it does not assume any responsibility for any other statements, disclosures and undertakings in this Draft Red Herring Prospectus, including without limitation, any and all of the statements and undertakings made by or in relation to our Company or its business or any other Selling Shareholder or any other person. LISTING The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”, and together with NSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS NAME OF BRLMs AND LOGO CONTACT PERSON E-MAIL AND TELEPHONE IIFL Capital Services Limited Yogesh Malpani / E-mail: sfc.ipo@iiflcap.com (formerly known as IIFL Mansi Sampat / Pawan Telephone: + 91 22 4646 4728 Securities Limited) Kumar Jain E-mail: sfc.ipo@jmfl.com JM Financial Limited Prachee Dhuri Telephone: + 91 22 6630 3030 Nuvama Wealth Management E-mail: sfc.ipo@nuvama.com Pari Vaya Limited Telephone: +91 22 4009 4400 REGISTRAR TO THE OFFER NAME OF REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE E-mail: MUFG Intime India Private Limited (formerly Link Intime Shanti Gopalkrishnan sfcenvironmental.ipo@in.mpms.mufg.com India Private Limited) Telephone: +91 8108114949 BID / OFFER PROGRAMME ANCHOR INVESTOR BID / OFFER [●]** [●] BID / OFFER CLOSES ON# [●]*** BIDDING DATE OPENS ON **Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date. ***Our Company, in consultation with the BRLMs, may consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. # The UPI mandate end time and date shall be at 5:00 p.m. on Bid / Offer Closing Date. ^Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre- IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations.DRAFT RED HERRING PROSPECTUS Dated August 25, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer SFC ENVIRONMENTAL TECHNOLOG IES LIMITED Our Company was originally incorporated as ‘SFC Environmental Technologies Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 29, 2005, issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on June 29, 2024 and the name of our Company was changed to ‘SFC Environmental Technologies Limited’ and a fresh certificate of incorporation dated August 13, 2024, was issued to our Company by the Registrar of Companies, Central Processing Centre. For further details on the changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 301. Corporate Identity Number: U37003MH2005PLC152235; Website: www.sfcenvironment.com Registered Office: The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India Corporate Office: 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India Contact Person: Shweta Deshpande, Company Secretary and Compliance Officer; Telephone: +91 22 4482 2717; Email: compliance@sfcenv.com THE PROMOTERS OF OUR COMPANY ARE SANDEEP SUDHAKAR ASOLKAR, PRIYA SANDEEP ASOLKAR, PRACHITI SANDEEP ASOLKAR AND SAKETCHANDRASINGH PRATAPSINGH DHANDORIYA INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (“OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF UP TO [●] EQUITY SHARES (OF FACE VALUE OF ₹2 EACH) AGGREGATING UP TO ₹1,500.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 12,307,500 EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“OFFERED SHARES”) AGGREGATING UP TO ₹[●] MILLION, COMPRISING OF UP TO 1,867,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY SANDEEP SUDHAKAR ASOLKAR (HELD JOINTLY WITH PRIYA SANDEEP ASOLKAR), UP TO 843,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY SAKETCHANDRASINGH PRATAPSINGH DHANDORIYA, (THE “PROMOTER SELLING SHAREHOLDERS”) UP TO 2,377,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY SARVESH KUMAR GARG, UP TO 1,975,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY SANDEEP SAMBHAJI PARAB, UP TO 1,975,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY RAJESH KESAVAN NAMBISAN, UP TO 1,975,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY KUMARAGURU MADURAKAVI, UP TO 922,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY VEERA VENKATA SATYANARAYANA YANNAMANI, UP TO 230,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY JAYA CHANDRAKANT GOGRI (HELD JOINTLY WITH CHANDRAKANT VALLABHAJI GOGRI AND HETAL GOGRI GALA), UP TO 70,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY JAYSHREE HARIT SHAH (HELD JOINTLY WITH HARIT PRAGJI SHAH), UP TO 36,750 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY HARDIK SURESH MATALIA AND UP TO 36,750 EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹[●] MILLION BY PARAG BIPINCHANDRA SHAH (THE “OTHER SELLING SHAREHOLDERS”, AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS” AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). IN ACCORDANCE WITH AND SUBJECT TO REGULATION 33 OF THE SEBI ICDR REGULATIONS, THE OFFER MAY INCLUDE A RESERVATION OF UP TO [●] EQUITY SHARES (OF FACE VALUE OF ₹2 EACH), AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, MAY OFFER A DISCOUNT OF UP TO [●]% (EQUIVALENT TO ₹[●] PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING UNDER THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A FURTHER ISSUE OF SPECIFIED SECURITIES AS MAY BE PERMITTED UNDER APPLICABLE LAW, AT ITS DISCRETION, AGGREGATING UP TO ₹300.00 MILLION (THE “PRE-IPO PLACEMENT”), PRIOR TO THE FILING OF THE RED HERRING PROSPECTUS. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THAT THE OFFER MAY BE SUCCESSFUL AND WILL RESULT IN THE LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND PROSPECTUS, AND DETAILS OF THE PRE-IPO PLACEMENT, IF ANY, SHALL BE REPORTED TO THE STOCK EXCHANGES WITHIN 24 HOURS OF SUCH TRANSACTIONS, IN ACCORDANCE WITH REGULATION 54 OF THE SEBI ICDR REGULATIONS. THE FACE VALUE OF THE EQUITY SHARE IS ₹2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED MARATHI DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID / OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid / Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid / Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject to the Bid / Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”), Designated Intermediaries and the Sponsor Bank(s), as applicable. This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for the domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“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 (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from the Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders (out of which one-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and two-third shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category) and not less than 35% of the Net Offer 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 Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders, other than Anchor Investors, are required to participate in the Offer 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 (as defined hereinafter), as applicable, pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank(s) 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 Offer through the ASBA process. For further details, see “Offer Procedure” on page 545. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹2 each. The Offer Price, Floor Price or the Price Band as determined by our Company, in consultation with the Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 166, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “ Risk Factors” on page 47. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent of information specifically pertaining to them and their portion of the Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each Selling Shareholder, severally and not jointly, confirms that it does not assume any responsibility for any other statements, disclosures and undertakings, including without limitation, any and all of the statements and undertakings made by or in relation to the Company or its business or the other Selling Shareholder or any other person, in this Draft Red Herring Prospectus. LISTING The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, [●] is the Designated Stock Exchange. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid / Offer Closing Date, s ee “Material Contracts and Documents for Inspection” on page 588. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER IIFL Capital Services Limited (formerly known as JM Financial Limited Nuvama Wealth Management Limited MUFG Intime India Private Limited (formerly Link IIFL Securities Limited) 7th Floor, Cnergy, Appasaheb Marathe Marg, 801 - 804, Wing A, Building No 3, Inspire BKC, G Block, Intime India Private Limited) 24th Floor, One Lodha Place, Senapati Bapat Marg, Prabhadevi, Mumbai 400 025, Maharashtra, Bandra Kurla Complex, Bandra East, Mumbai 400 051, C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Lower Parel (W), Mumbai 400 013, Maharashtra, India India Maharashtra, India Mumbai 400 083, Maharashtra, India Telephone: +91 22 4646 4728 Telephone: + 91 22 6630 3030 Telephone: +91 22 4009 4400 Telephone: +91 8108114949 E-mail: sfc.ipo@iiflcap.com E-mail: sfc.ipo@jmfl.com E-mail: sfc.ipo@nuvama.com E-mail: sfcenvironmental.ipo@in.mpms.mufg.com Investor Grievance E-mail: ig.ib@iiflcap.com Investor Grievance E-mail: Investor Grievance E-mail: Investor Grievance E-mail: Website: www.iiflcap.com grievance.ibd@jmfl.com customerservice.mb@nuvama.com sfcenvironmental.ipo@in.mpms.mufg.com Contact Person: Yogesh Malpani / Mansi Sampat / Website: www.jmfl.com Website: www.nuvama.com Website: www.in.mpms.mufg.com Pawan Kumar Jain Contact Person: Prachee Dhuri Contact Person: Pari Vaya Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INM000010940 SEBI Registration No.: INM000010361 SEBI Registration No: INM000013004 SEBI Registration No: INR000004058 BID / OFFER PROGRAMME ANCHOR INVESTOR BIDDING DATE [●]** BID / OFFER OPENS ON [●] BID / OFFER CLOSES ON# [●]*** **Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date. *** Our Company, in consultation with the BRLMs, may consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. # The UPI mandate end time and date shall be at 5:00 p.m. on Bid / Offer Closing Date.This page is intentionally left blankTABLE OF CONTENTS SECTION I – GENERAL .............................................................................................................................................. 6 DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 6 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ................................................................................................................................................ 23 FORWARD-LOOKING STATEMENTS .................................................................................................................. 27 SECTION II - SUMMARY OF THE OFFER DOCUMENT ................................................................................... 29 SECTION III – RISK FACTORS ............................................................................................................................... 47 SECTION IV – INTRODUCTION ............................................................................................................................. 95 THE OFFER ............................................................................................................................................................... 95 SUMMARY FINANCIAL INFORMATION ............................................................................................................ 97 GENERAL INFORMATION .................................................................................................................................. 103 CAPITAL STRUCTURE ......................................................................................................................................... 113 OBJECTS OF THE OFFER ..................................................................................................................................... 151 BASIS FOR OFFER PRICE .................................................................................................................................... 166 STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................... 176 SECTION V – ABOUT OUR COMPANY ............................................................................................................... 181 INDUSTRY OVERVIEW ....................................................................................................................................... 181 OUR BUSINESS ...................................................................................................................................................... 260 KEY REGULATIONS AND POLICIES IN INDIA ................................................................................................ 296 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................... 301 OUR SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES ......................................................................... 310 OUR MANAGEMENT ............................................................................................................................................ 320 OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 344 OUR GROUP COMPANIES ................................................................................................................................... 349 DIVIDEND POLICY ............................................................................................................................................... 352 SECTION VI – FINANCIAL INFORMATION ...................................................................................................... 353 RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................................... 353 OTHER FINANCIAL INFORMATION ................................................................................................................. 470 CAPITALISATION STATEMENT ........................................................................................................................ 471 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ......................................................................................................................................................... 472 FINANCIAL INDEBTEDNESS .............................................................................................................................. 503 SECTION VII – LEGAL AND OTHER INFORMATION .................................................................................... 506 OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ................................................ 506 GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 511 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 516 SECTION VIII - OFFER INFORMATION ............................................................................................................. 533 TERMS OF THE OFFER ......................................................................................................................................... 533 OFFER STRUCTURE ............................................................................................................................................. 540 OFFER PROCEDURE ............................................................................................................................................. 545 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ......................................................... 567 SECTION IX –ARTICLES OF ASSOCIATION .................................................................................................... 569 SECTION X – OTHER INFORMATION ................................................................................................................ 588 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 588 DECLARATION ..................................................................................................................................................... 591SECTION 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, circular, notification, direction, clarification or policy shall be to such legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy or articles of association or memorandum of association as amended, updated, supplemented, re-enacted or modified, from time to time and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such 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 Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. 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 in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “History and Certain Corporate Matters”, “Restated Consolidated Financial Information”, “Financial Indebtedness” “Outstanding Litigation and Other Material Developments”, “Other Regulatory and Statutory Disclosures”, “ Offer Procedure” and “Articles of Association” on pages 151, 166, 176, 181, 296, 301, 353, 503, 506, 516, 545 and 569, respectively, will have the meaning ascribed to such terms in those respective sections. General terms Term Description our Company / the Company / SFC Environmental Technologies Limited, a public limited company, that was incorporated the Issuer under the Companies Act, 1956 and having its registered office at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India we / us / our Unless the context otherwise indicates or implies, our Company, together with our Subsidiaries, on a consolidated basis Company-related terms Term Description AoA / Articles of Association / The articles of association of our Company, as amended from time to time. For details of Articles articles of association of our Company, see “Articles of Association” on page 569 Associate(s) The associate of our Company, namely Turbomax India Private Limited. For further details, see “Our Subsidiaries, Associates and Joint Ventures” on page 310 Additional Non - Executive The non-executive, independent directors of our Company appointed as per the Independent Director(s) Companies Act, 2013 and the SEBI Listing Regulations, namely Neha Rajen Gada, Satish Chandrashekhar Deshpande, Nandkishor Trivikram Joshi and Dilip Damodar Karambelkar. For further details of our Non-Executive Independent Directors, see “Our Management” on page 320 Audit Committee Audit committee of the Board of Directors, constituted in accordance with the Companies Act, 2013 and the SEBI Listing Regulations, described in “Our Management – Committees of our Board – Audit Committee” on page 329 Auditors / Statutory Auditors The current statutory auditors of our Company, being G B C A & Associates LLP, Chartered Accountants Board / Board of Directors The board of directors of our Company, as constituted from time to time or any duly constituted committee thereof as described in “Our Management – Board of Directors” on page 320 Chairman and Managing Sandeep Sudhakar Asolkar, the chairman and managing director of our Company. For Director details with respect to his profile, see “Our Management – Board of Directors” on page 320 Chief Executive Officer / CEO Mandar Dinkar Desai, the chief executive officer of our Company. For details with respect to his profile, see “Our Management – Key Managerial Personnel and Senior Management” on page 339 Chief Financial Officer / CFO Amit Anil Sawant, the chief financial officer of our Company. For details with respect to his profile, see “Our Management – Key Managerial Personnel and Senior Management” on page 339 6Term Description Company Secretary and Shweta Deshpande, the whole time company secretary and compliance officer of our Compliance Officer Company. For details with respect to her profile, see “Our Management – Key Managerial Personnel and Senior Management” on page 339 Corporate Office The corporate office of our Company situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India Corporate Social The corporate social responsibility committee of the Board of Directors, described in “Our Responsibility Committee Management – Committees of our Board – Corporate Social Responsibility Committee” on page 336 Director(s) The director(s) on the Board of our Company, as appointed from time to time. For details, see “Our Management – Board of Directors” on page 320 ESOP Scheme The SFC employee stock option scheme 2024 as described in “Capital Structure – SFC Employee Stock Option Scheme 2024” on page 148 Equity Shares The equity shares of our Company of face value of ₹2 each Executive Director The executive director of our Company, being Sarvesh Kumar Garg and Saketchandrasingh Pratapsingh Dhandoriya. For further details of our Executive Director, see “Our Management” on page 320 F&S Frost & Sullivan (India) Private Limited F&S Report Report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, prepared by F&S pursuant to their engagement letter dated February 28, 2024, and as extended on May 26, 2025 commissioned by our Company, and issued by F&S. The F&S Report is available on the website of our Company at https://www.sfcenvironment.com/investors/financial-highlights/industry- reports, and has also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 588 Group Company(ies) Our group companies, in terms of the SEBI ICDR Regulations, as disclosed in the section “Our Group Companies” on page 349 HWTPL Hindustan Waste Treatment Private Limited Independent Chartered The independent chartered accountant appointed by our Company, namely M/s H H Accountant Dedhia & Associates, Chartered Accountants having a firm registration number as 148213W Independent Chartered The independent chartered engineer appointed by our Company, namely A N Somase and Engineer Associates, Chartered Engineer IPO Committee The IPO committee of the Board of Directors, described in “Our Management – Committees of our Board” on page 329 Joint Venture The joint venture of our Company, namely Endress + Hauser & Chavare Engineering (JV) Private Limited. For further details, see “Our Subsidiaries, Associates and Joint Ventures” on page 310 KMP(s) / Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI Personnel ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as described in “Our Management – Key Managerial Personnel and Senior Management” on page 339 Materiality Policy The policy adopted by our Board pursuant to its resolution dated August 13, 2025, for identification of material (a) outstanding litigation proceedings of our Company, our Subsidiaries, our Promoters and our Directors; (b) group companies; and (c) creditors, pursuant to the disclosure requirements under the SEBI ICDR Regulations, for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus MoA / Memorandum The memorandum of association of our Company, as amended from time to time of Association Nomination and Remuneration The nomination and remuneration committee of the Board of Directors, described in “Our Committee Management – Committees of our Board – Nomination and Remuneration Committee” on page 333 Non-Executive Director The non-executive director(s) of our Company, namely Chandrakant Vallabhaji Gogri, Neha Rajen Gada, Satish Chandrashekhar Deshpande, Nandkishor Trivikram Joshi and Dilip Damodar Karambelkar. For further details of our Non-Executive Directors, see “Our Management” on page 320 North Goa Plant A municipal solid waste treatment plant operated through our Subsidiary, Hindustan Waste Treatment Private Limited situated at Survey No. 47, Sub Div No. 1, Calangute, Bardez 403 516, Goa, India Other Selling Shareholder(s) Sarvesh Kumar Garg, Sandeep Sambhaji Parab, Rajesh Kesavan Nambisan, Kumaraguru Madurakavi, Veera Venkata Satyanarayana Yannamani, Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala), Jayshree Harit Shah (held jointly with Harit Pragji Shah), Hardik Suresh Matalia and Parag Bipinchandra Shah Parindu Bansilal Gogri Trust Parindu Bansilal Gogri Trust, represented by its trustees namely, Rashesh Chandrakant Gogri, Chandrakant Vallabhaji Gogri and Hetal Gogri Gala 7Term Description Pentagen Pentagen Biofuels Private Limited Pune Facility – II / Decanter Pune facility of our Company situated at PAP-S-79, Chakan Industrial Area Phase-II, Unit – II Air Liquide Chowk, Village Savardari, Chakan 410 501, Maharashtra, India Pune Facility – III / Decanter Our proposed manufacturing facility located at Gat No. 352/1, Village Bhamboli, Unit - III Taluka Khed, District Pune 410 501, Maharashtra, India Promoters / Individual Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar, Prachiti Sandeep Asolkar and Promoters Saketchandrasingh Pratapsingh Dhandoriya Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group” on page 344 Promoter Selling Shareholders Saketchandrasingh Pratapsingh Dhandoriya and Sandeep Sudhakar Asolkar (held jointly with Priya Sandeep Asolkar) Registered Office The registered office of our Company situated at The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India Restated Consolidated The restated consolidated financial information of the Company, its subsidiaries, its Financial Information associate and its joint venture, comprising of the restated consolidated balance sheet as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of material accounting policies, notes, and other explanatory information relating to such financial periods prepared in accordance with Ind AS specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and restated in accordance with the SEBI ICDR Regulations and included in “Restated Consolidated Financial Information” on page 353 Risk Management Committee The risk management committee of the Board of Directors constituted in accordance with the SEBI Listing Regulations, described in “Our Management – Committees of our Board – Risk Management Committee” on page 337 RoC / Registrar of Companies The Registrar of Companies, Maharashtra at Mumbai Scheme of Amalgamation A composite scheme of amalgamation and arrangement filed by our Company under section 230-232 and other applicable provisions of the Companies Act, 2013, for the amalgamation and arrangement between Enviropro Water Tech Private Limited, Intergeo Solid Waste Management Private Limited and our Company before the National Company Law Tribunal, Mumbai Bench, on April 19, 2022. For further details, see “History and Certain Corporate Matters - Mergers or amalgamations” on page 306 Selling Shareholders Collectively, the Promoter Selling Shareholders and Other Selling Shareholders Senior Management The senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations and as described in “Our Management – Key Managerial Personnel and Senior Management” on page 339 Shareholders 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 Shareholders’ Agreement / The shareholders’ agreement dated October 29, 2022, entered by and amongst Enviropro SHA Water Tech Private Limited, our Company, Chandrakant Vallabhaji Gogri (on behalf of himself and his affiliates representing the investor group consisting of various individual investors and/or entities who have duly authorised him), Aparna Vivek Kapoor, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Subodh Sapre, Sarvesh Kumar Garg, Veera Venkata Satyanarayana Yannamani, Sandeep Sudhakar Asolkar and Saketchandrasingh Pratapsingh Dhandoriya, as amended and modified pursuant to the SHA Amendment Agreement SHA Amendment Agreement The waiver-cum-amendment agreement dated March 21, 2025, for amending the Shareholders’ Agreement executed by and amongst our Company (which shall include the merged entity Enviropro Water Tech Private Limited), Sandeep Sudhakar Asolkar, Saketchandrasingh Pratapsingh Dhandoriya, Chandrakant Vallabhaji Gogri, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Sarvesh Kumar Garg and Veera Venkata Satyanarayana Yannamani, as continuing parties to the waiver- cum-amendment agreement. South Goa Plant A municipal solid waste treatment plant operated through our Subsidiary, Vasudha Waste Treatment Private Limited situated at Survey No. 164/8, 165/1, 167, 168, 169, Curchorem, Cacora 403 706, Goa, India Stakeholders’ Relationship The stakeholders’ relationship committee of the Board of Directors constituted in Committee accordance with the SEBI Listing Regulations, described in “Our Management – Committees of our Board – Stakeholders’ Relationship Committee” on page 335 8Term Description Subsidiary(ies) The subsidiaries of our Company, namely (a) Hindustan Waste Treatment Private Limited; (b) Vasudha Waste Treatment Private Limited; (c) Pentagen Biofuels Private Limited; (d) Fine Aeration Systems Private Limited; (e) Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited); (f) Chavare Engineering Private Limited; (g) IST-Anlagenbau GmbH; (h) SFC Umwelttechnik GmbH; (i) SFC Ekotechnika s.r.o.; and (j) Nanded Biofuels Private Limited. For further details, see “Our Subsidiaries, Associates and Joint Ventures” on page 310 Chavare Engineering & Endress Plus Hauser JV is a step-down subsidiary of the Company as per Ind AS. Chavare Engineering & Endress Plus Hauser JV is a non- corporate entity (association of persons) and has been consolidated in the Restated Consolidated Financial Information in accordance with the requirement of Ind AS 110 "Consolidated Financial Statement” VWTPL Vasudha Waste Treatment Private Limited Offer-related terms Term Description Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by the SEBI in this regard Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form Allot / Allotment / Allotted Unless the context otherwise requires, allotment or transfer, as the case may be of Equity Shares offered pursuant to the Fresh Issue and transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders Allotment Advice A note or advice or intimation of Allotment sent to successful Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange Allottee A successful Bidder to whom the Equity Shares are Allotted Anchor Investor(s) 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 and who has Bid for an amount of at least ₹100.00 million Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Price Herring Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs during the Anchor Investor Bidding Date Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and Form which will be considered as an application for Allotment in terms of the Red Herring Prospectus and Prospectus Anchor Investor Bidding Date The date, being one Working Day prior to the Bid / Offer Opening Date, on which Bids by Anchor Investors shall be submitted, prior to and after which BRLMs will not accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date and in the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than two Working Days after the Bid / Offer Closing Date Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the BRLMs, to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. 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 Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and Blocked Amount / ASBA authorize an SCSB to block the Bid Amount in the specified bank account maintained with such SCSB or to block the Bid Amount upon acceptance of the UPI Mandate Request by UPI Bidders using the UPI Mechanism ASBA Account A bank account maintained with an SCSB by an ASBA Bidder as specified in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form, which may be blocked by such SCSB or the account of the UPI Bidders blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI Mechanism to the extent of the Bid Amount of the ASBA Bidder 9Term Description ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and Public Offer Account Bank(s) Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer Bid An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed accordingly Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and an Anchor Investor Bid Amount In relation to each Bid, the highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder and, in the case of Retail Individual Bidders Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the Offer which was net of the Employee Discount, as applicable. However, Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-off Price and the Bid amount shall be Cap Price net of Employee Discount, if any, multiplied by the number of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹0.50 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of employee discount, if any). Only in the event of undersubscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of employee discount, if any) subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount, if any). Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being [●], which shall be published in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). In case of any revisions, the extended Bid / Offer Closing Date shall also be notified on the website of the BRLMs and terminals of the Syndicate Members, as required under the SEBI ICDR Regulations and communicated to the Designated Intermediaries and the Sponsor Bank(s), and shall also be notified in an advertisement in the same newspapers in which the Bid / Offer Opening Date was published, as required under the SEBI ICDR Regulations. Our Company in consultation with the Book Running Lead Managers may consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, being [●], which shall be published in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi newspaper, Marathi being the regional language of Maharashtra where our Registered Office is located) Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date and the Bid / Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR 10Term Description Regulations and in accordance with the terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. Our Company and the Selling Shareholders, may, in consultation with the BRLMs, consider closing the Bid / Offer Period for the QIB Category one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of which the Offer is being made Book Running Lead Managers / The book running lead managers to the Offer namely IIFL Capital Services Limited BRLMs (formerly known as IIFL Securities Limited), JM Financial Limited and Nuvama Wealth Management Limited Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker. The details of such Broker Centres, along with the names and contact details of the Registered Broker are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. In all circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, subject to being a minimum of 105% of the Floor Price Cash Escrow and Sponsor Bank Agreement dated [●] to be entered into by our Company, the Selling Shareholders, the Agreement Registrar to the Offer, the BRLMs, the Syndicate Members and the Banker(s) to the Offer for, among other things, the appointment of the Escrow and Sponsor Bank(s), the collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof in accordance with the UPI circulars Client ID Client identification number maintained with one of the Depositories in relation to demat account Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI Participant(s) / CDP and who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI RTA Master Circular and the UPI Circulars issued by SEBI, and as per the list available on the websites of BSE and NSE, as updated from time to time Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price within the Price Band. Only Retail Individual Bidders Bidding in the Retail Portion and Eligible Employees under the Employee Reservation Portion are entitled to Bid at the Cut-off Price. QIBs (including the Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father / husband, investor status, occupation, PAN, demat account and bank account details and UPI ID, where applicable Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) as updated from time to time Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer Account(s) or the Refund Account(s), as appropriate, in terms of the Red Herring Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange in terms of the Red Herring Prospectus, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer Designated Intermediaries Collectively, the members of the Syndicate, Sub-Syndicate or agents, SCSBs (other than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the relevant Bidders, in relation to the Offer. In relation to ASBA Forms submitted by RIBs and Non-Institutional Bidders Bidding with 11Term Description an application size of up to ₹0.50 million (not using the UPI mechanism) and Eligible Employees Bidding in the Employee Reservation Portion by authorising an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate / agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders with an application size of more than ₹0.50 million (not using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, Sub-Syndicate / agents, SCSBs, Registered Brokers, the CDPs and RTAs Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time Designated Stock Exchange [●] Draft Red Herring Prospectus / This draft red herring prospectus dated August 25, 2025, issued in accordance with the SEBI DRHP ICDR Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto Eligible Employees All or any of the following: (a) a permanent employee of our Company and/or our Subsidiaries, working in India or outside India, as of the date of filing of the Red Herring Prospectus with the RoC and who continues to be a permanent employee of our Company and/or our Subsidiaries, until the submission of the Bid cum Application Form; and (b) a Director of our Company and/or our Subsidiaries, whether whole time or not, who is eligible to apply under the Employee Reservation Portion under applicable law as on the date of filing of the Red Herring Prospectus with the RoC and who continues to be a Director of our Company and/or our Subsidiaries, until the submission of the Bid cum Application Form in India or abroad, but not including (i) Promoters; (ii) persons belonging to the Promoter Group; and (iii) Directors who either themselves or through their relatives or through any body corporate, directly or indirectly, hold more than 10% of the outstanding Equity Shares of our Company; and (iv) an independent director. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹0.50 million (net of Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any). Only in the event of under- subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount, if any). Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered thereby Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the ASBA Form and the Red Herring Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares Employee Discount A discount of up to [●]% to the Offer Price (equivalent of ₹[●] per Equity Share of face value of ₹2 each) as may be offered by our Company, in consultation with the BRLMs, to Eligible Employees and which shall be announced at least two Working Days prior to the Bid / Offer Opening Date Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹2 each, aggregating to ₹[●] available for allocation to Eligible Employees, on a proportionate basis. Such portion shall not exceed 5% of the post-Offer Equity Share capital of the Company 12Term Description Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s) and in whose favour the Anchor Investors will transfer money through direct credit / NEFT / RTGS / NACH in respect of the Bid Amount when submitting a Bid Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and with whom the Escrow Account(s) will be opened, in this case being [●] First Bidder / 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 the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted Fresh Issue The fresh issue component of the Offer comprising of an issuance by our Company of up to [●] Equity Shares of face value of ₹2 each at ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹1,500.00 million. The Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018 General Information Document The General Information Document for investing in public issues prepared and issued in / GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, suitably modified and updated pursuant to, among others, SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 and the UPI Circulars, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLMs Gross Proceeds The Offer proceeds from the Fresh Issue that will be available to our Company IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited) JM JM Financial Limited Mobile App(s) The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 3 or such other website as may be updated from time to time, which may be used by UPI Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’ for the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 Minimum NIB Application Size Bid amount of more than ₹0.20 million in the specified lot size Monitoring Agency [●], being a credit rating agency registered with SEBI Monitoring Agency Agreement The agreement dated [●] to be entered into between our Company and the Monitoring Agency, prior to filing of the Red Herring Prospectus Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹2 each, which shall be available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Offer Price Net Offer The Offer less the Employee Reservation Portion Net Proceeds The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh Issue. For further details regarding the use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer” on page 151 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors 13Term Description Non-Institutional Bidders / All Bidders that are not QIBs, Retail Individual Bidders or Eligible Employees Bidding in NIBs the Employee Reservation Portion who have Bid for Equity Shares for an amount more than ₹0.20 million (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer consisting of [●] Equity Shares of face value of ₹2 each which shall be available for allocation to Non- Institutional Bidders, subject to valid Bids being received at or above the Offer Price. The Equity Shares available for allocation to Non-Institutional Bidders under the Non- Institutional Portion, shall be subject to the following: One third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million while the remaining portion shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders Non-Resident / NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs. Nuvama Nuvama Wealth Management Limited Offer The initial public offering of up to [●] Equity Shares of face value of ₹2 each, comprising of a Fresh Issue and the Offer for Sale, for cash at a price of ₹[●] each, aggregating up to ₹1,500.00 million. The Offer comprises of the Net Offer and the Employee Reservation Portion. The Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. Offer Agreement The agreement dated August 25, 2025, amongst our Company, the Selling Shareholders and the BRLMs, pursuant to the requirements of the SEBI ICDR Regulations, based on which certain arrangements are agreed to in relation to the Offer Offer for Sale The offer for sale component of the Offer of up to 12,307,500 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million (comprising of an offer for sale of up to 1,867,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sudhakar Asolkar (held jointly with Priya Sandeep Asolkar), up to 843,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Saketchandrasingh Pratapsingh Dhandoriya, up to 2,377,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sarvesh Kumar Garg, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sambhaji Parab, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Rajesh Kesavan Nambisan, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Kumaraguru Madurakavi, up to 922,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Veera Venkata Satyanarayana Yannamani, up to 230,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala), up to 70,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jayshree Harit Shah (held jointly with Harit Pragji Shah), up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Hardik Suresh Matalia and up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Parag Bipinchandra Shah) Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders, in terms of the Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus. 14Term Description The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer for Sale (net of their portion of Offer-related expenses and relevant taxes thereon) which shall be available to the Selling Shareholders in proportion to the respective portion of Offered Shares of each such Selling Shareholder. For further information about use of the Offer Proceeds, see “Objects of the Offer” on page 151 Offered Shares Up to 12,307,500 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million being offered by the Selling Shareholders as part of the Offer for Sale, comprising up to 1,867,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sudhakar Asolkar (held jointly with Priya Sandeep Asolkar), up to 843,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Saketchandrasingh Pratapsingh Dhandoriya, up to 2,377,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sarvesh Kumar Garg, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sambhaji Parab, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Rajesh Kesavan Nambisan, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Kumaraguru Madurakavi, up to 922,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Veera Venkata Satyanarayana Yannamani, up to 230,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala), up to 70,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jayshree Harit Shah (held jointly with Harit Pragji Shah), up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Hardik Suresh Matalia and up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Parag Bipinchandra Shah Pre-IPO Placement A further issue of specified securities as may be permitted under applicable law, aggregating up to ₹300.00 million, prior to the filing of the Red Herring Prospectus, that may be considered by our Company, in consultation with the BRLMs. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre- IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. Price Band Price band ranging from a minimum price of ₹[●] per Equity Share (Floor Price) to the maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and will be advertised in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located) at least two Working Days prior to the Bid / Offer Opening Date, with the relevant financial ratios calculated at the Floor price and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer Price Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that is eligible to form part of the minimum promoters’ contribution, as required under the provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be locked-in for a period of 18 months from the date of Allotment Prospectus The prospectus to be filed with the RoC in accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined in accordance with the Book Building Process, the size of the Offer and certain other information, including any addenda or corrigenda thereto Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA Accounts on the Designated Date 15Term Description Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being [●] Qualified Institutional Buyers / Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR QIBs Regulations QIB Bidders QIBs who Bid in the Offer QIB Category / QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not more than 50% of the Net Offer comprising of up to [●] Equity Shares of face value of ₹2 each which shall be allocated to QIBs (including Anchor Investors), on a proportionate basis, (in which allocation to Anchor Investors shall be on a discretionary basis, as determined by our Company, in consultation with the Book Running Lead Managers), subject to valid Bids being received at or above the Offer Price Red Herring Prospectus / RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the price at which the Equity Shares will be offered and the size of the Offer, including any addenda or corrigenda thereto. The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid / Offer Opening Date and will become the Prospectus upon filing with the RoC after the Pricing Date Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid Amount to the Anchor Investors shall be made Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992, as amended and the Stock Exchanges having nationwide terminals, other than the Members of the Syndicate and eligible to procure Bids in terms of SEBI ICDR Master Circular and SEBI circular No. CIR/CFD/14/2012 dated October 4, 2012 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), issued by SEBI Registrar Agreement The agreement dated August 25, 2025, amongst our Company, the Selling Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the Offer Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids from Agents / RTAs relevant bidders at the Designated RTA Locations in terms of SEBI RTA Master Circular read with SEBI ICDR Master Circular and as per the lists available on the website of BSE and NSE, and the UPI Circulars Registrar to the Offer / Registrar MUFG Intime India Private Limited (formerly Link Intime India Private Limited) Resident Indian A person resident in India, as defined under FEMA Retail Individual Bidder(s) / Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹0.20 RIB(s) million in any of the bidding options in the Offer (including HUFs applying through their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs) Retail Portion The portion of the Net Offer being not less than 35% of the Net Offer consisting of up to [●] Equity Shares of face value of ₹2 each, which shall be available for allocation to Retail Individual Bidders (subject to valid Bids being received at or above the Offer Price) in accordance with the SEBI ICDR Regulations Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s), as applicable. QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using Bank(s) / SCSB(s) the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 4 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 5, as applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation to ASBA (using the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0, or such other website as may be prescribed by SEBI from time to time. 16Term Description In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 5) and updated from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 5 as updated from time to time. In accordance with SEBI RTA Master Circular, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI. A list of SCSBs and mobile applications, which, are live for applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and at (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0) and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 3) respectively, as updated from time to time Share Escrow Agent Share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●] Share Escrow Agreement Agreement dated [●] to be entered into amongst our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of Equity Shares under the Offer for Sale by the Selling Shareholders and credit of such Equity Shares to the demat account of the Allottees Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, which has been appointed by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and/or payment instructions of the UPI Bidders, using the UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, in this case being [●] Stock Exchanges Collectively, BSE and NSE Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect ASBA Forms and Revision Forms Syndicate / Members of the Together, the BRLMs and the Syndicate Members Syndicate Syndicate Agreement Agreement dated [●] to be entered into amongst our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar in relation to collection of Bid cum Application Forms by Syndicate Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids, applications and place order with respect to the Offer and carry out activities as an underwriter, in this case being [●] Systemically Important Non- Systemically important non-banking financial company as defined under Regulation Banking Financial Company / 2(1)(iii) of the SEBI ICDR Regulations NBFC-SI Underwriters [●] Underwriting Agreement The agreement dated [●] to be entered into among the Underwriters, our Company and the Selling Shareholders, on or after the Pricing Date, but prior to filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable. UPI Unified payments interface, which is an instant payment mechanism developed by NPCI UPI Bidder(s) Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail Portion, (ii) Eligible Employees, under the Employee Reservation Portion, and (iii) Non- Institutional Bidders with an application size of up to ₹0.50 million in the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Pursuant to the SEBI ICDR Master Circular issued by SEBI, all individual investors applying in public issues where the application amount is up to ₹0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such 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) 17Term Description UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the extent not rescinded by the SEBI RTA Master Circular), SEBI RTA Master Circular (to the extent it pertains to UPI), SEBI ICDR Master Circular, along with the circulars issued by the NSE having reference no. 23/2022 dated July 22, 2022 and having reference no. 25/2022 dated August 3, 2022, and the circulars issued by BSE having reference no. 20220722-30 dated July 22, 2022 and reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by SEBI and the Stock Exchanges in this regard UPI ID An ID created on UPI for single-window mobile payment system developed by the NPCI UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI Mobile App and by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the RIB initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account through the UPI Mobile App equivalent to the Bid Amount and subsequent debit of funds in case of Allotment UPI Mechanism The bidding mechanism that may be used by a UPI Bidder to make a Bid in the Offer in accordance with the UPI Circulars UPI PIN Password to authenticate UPI transaction Wilful Defaulter or a Fraudulent A company or person, as the case may be, categorised as a wilful defaulter or a fraudulent Borrower borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the RBI Working Day(s) All days on which commercial banks in Mumbai are open for business; provided, however, with reference to (a) announcement of Price Band; and (b) Bid / Offer Period, the expression “Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; (c) the time period between the Bid / Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, the expression “Working Day” shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays in Mumbai, India, as per the circulars issued by SEBI Conventional and general terms and abbreviations Term Description AGM Annual general meeting AIF(s) Alternative Investment Funds as defined in, and registered with SEBI under the SEBI AIF Regulations Bn Billion BSE BSE Limited CAGR Compound annual growth rate Calendar Year or year Unless the context otherwise requires, shall refer to the 12 months period ending December 31 Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI Regulations Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations CBDT Central Board of Direct Taxes CDSL Central Depository Services (India) Limited CIN Corporate Identity Number Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules made thereunder Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars Act, 2013 and notifications issued thereunder, as amended to the extent currently in force Consolidated FDI Policy The consolidated foreign direct investment policy bearing DPIIT file number 5(2) / 2020- FDI Policy dated October 15, 2020 and effective from October 15, 2020, issued by the Department of 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 COVID-19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and 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 CrPC Code of Criminal Procedure, 1973 CSR Corporate social responsibility Depositories NSDL and CDSL, collectively Depositories Act Depositories Act, 1996 18Term Description DIN Director Identification Number DP ID Depository Participant’s identity number DP or Depository Participant A depository participant as defined under the Depositories Act DPIIT The Department for Promotion of Industry and Internal Trade (earlier known as Department of Industrial Policy and Promotion) EGM Extraordinary general meeting ESI Act Employees’ State Insurance Act, 1948 ESIC Employees’ State Insurance Corporation ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 € / Euro Euro, the official currency of the European Union FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA FDI Foreign direct investment FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder FEMA NDI Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Financial Year / Fiscal / Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar Year / FY year and ending on March 31 of that particular calendar year FIR First information report FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI GAAR General anti-avoidance rules GDP Gross Domestic Product GoI / Government / Central Government of India Government GST Goods and Services Tax HUF(s) Hindu Undivided Family(ies) IAS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended ICAI Institute of Chartered Accountants of India ICDS Income Computation and Disclosure Standards IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board IFSC Indian Financial System Code IGST Integrated Goods and Services Tax Income Tax Act / IT Act Income-tax Act, 1961 Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013 Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013 IGAAP / Indian GAAP Accounting standards notified under Section 133 of the Companies Act, 2013, read with Companies (Accounting Standards) Rules, 2006, as amended and the Companies (Accounts) Rules, 2014, as amended INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India IPC Indian Penal Code, 1860 IRDAI Insurance Regulatory and Development Authority of India ISIN International Securities Identification Number IST Indian Standard Time IT Information Technology KYC Know Your Customer MAT Minimum Alternate Tax MCA The Ministry of Corporate Affairs, Government of India MCLR Marginal Cost of Funds Based Lending Rate Mn / mn Million MoU Memorandum of Understanding MSMEs Small scale undertakings as per the Micro, Small and Medium Enterprises Development Act, 2006 N.A. Not applicable NACH National Automated Clearing House NBFC Non-Banking Financial Company NEFT National Electronic Fund Transfer NOC No-objection certificate 19Term Description NPCI National Payments Corporation of India NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI, FPIs and FVCIs NRI / Non-Resident Indian Non-Resident Indian NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas corporate body, a company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date was eligible to undertake transactions pursuant to general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer PAN Permanent account number RBI The Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act RTGS Real Time Gross Settlement SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web based complaints redressal system launched by SEBI SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 Regulations SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI ICDR Master Circular SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Regulations SEBI RTA Master Circular SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant to the SEBI AIF Regulations STT Securities Transaction Tax Trade Marks Act Trade Marks Act, 1999 US$ / USD / US Dollar United States Dollar, the official currency of the United States of America USA / U.S. / US United States of America and its territories and possessions, including any state of the United States, and the District of Columbia U.S. GAAP Generally Accepted Accounting Principles in the United State of America U.S. Securities Act U.S. Securities Act of 1933 U.S. SEC Securities and Exchange Commission of the United States of America VAT Value Added Tax VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations or the SEBI AIF Regulations, as the case may be Business, technical and industry-related terms Term Description BOD Biochemical oxygen demand CBG Compressed biogas CCRO Closed circuit reverse osmosis CGDs City gas distribution companies COD Chemical oxygen demand 20Term Description C-Tech Cyclic activated sludge technology DO Dissolved oxygen DuPont DSP Singapore Holdings Pte Ltd EPC Engineering, procurement and construction FDF Fibre disc filter GWMC Goa Waste Management Corporation ICEAS Intermittent cycle extended aeration system MABR Membrane Aerated Biofilm Reactor MBR Membrane Bioreactor MEA Middle East and Africa MLD Million litres per day MSW Municipal Solid Waste MLSS Mixed liquor suspended solids MMSCM Million Standard Cubic Metre MT Metric ton O&M Operations and maintenance OGMC Oil and gas marketing companies OREX Organic Extraction OUR Oxygen uptake rate PET Polyethylene terephthalate PLC Programmable logic controller PSU Public-sector undertakings RDF Refused derived fuel SBR Sequencing batch reactor SCADA Supervisory control and data acquisition SW Sludge wasting SWT Solid waste treatment STP Sewage treatment plant SVI Sludge volume index TIG Tungsten Inert Gas TPD Tons per day UF Ultrafiltration uPVC Unplasticized polyvinyl chloride VFD Variable Frequency Drive WRR Wastewater recycling and reuse WTE Waste to Energy WWT Wastewater treatment Yucheon Yucheon Enviro Co., Limited (South Korea) Key Performance Indicators Term Description Average Net Worth Average net worth is defined as the arithmetic average of opening and closing balance of Net Worth Cash Conversion Cycle Cash conversion cycle is computed as as trade receivables days plus inventory days minus trade payable days; wherein, trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365 for financial years, inventory days is calculated as average inventory divided by cost of goods sold multiplied by 365 for financial years and trade payable days is calculated as average trade payables divided by cost of goods sold multiplied by 365 for financial years EPS Earnings per share Fixed Asset Turnover Ratio Fixed asset turnover is calculated as revenue from operations divided by average property, plant and equipment Net asset value per equity share / Net worth (excluding non-controlling interest) as restated / weighted average number of NAV equity shares outstanding at the end of the year adjusted for subdivision of the equity shares and issue of bonus shares, in accordance with principles of Ind AS 33 Net Debt Net Debt is calculated as total debt reduced by cash and cash equivalents and bank balances other than cash and cash equivalents Net Debt to Equity Ratio Net debt / equity is calculated as net debt divided by total equity Net Worth Net worth shall mean 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 21Term Description account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write -back of depreciation and amalgamation EBIT EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs. Operating EBITDA Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the Restated Consolidated Financial Information Operating EBITDA Margin Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by revenue from operations * 100 Profit after tax / PAT PAT represents total profit after tax for the year as per the Restated Consolidated Financial Information. PAT Margin PAT margin is calculated as PAT divided by revenue from operations * 100 P/E Ratio P/E Ratio has been computed based on the closing market price of equity shares, divided by the Diluted EPS Return on Capital Employed / ROCE is calculated as a percentage of earnings before interest and taxes / total equity plus ROCE total borrowings plus deferred tax liabilities minus deferred tax assets as per the Restated Consolidated Financial Information. Return on Equity ROE is calculated as total profit after tax for the year divided by average total equity Return on Net Worth / RoNW Profit after tax attributable to owners / Average Net Worth Revenue from Operations Revenue from operations is calculated as revenue from sale of products, services and other operating revenues as per the Restated Consolidated Financial Information Total Order Book Total Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments 22CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States of America and its territories and possessions, all references to “Austria”, are to the Republic of Austria and its territories and possessions and all references to “Czechia”, are to the Czech Republic and its territories and possessions. Page Numbers Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red Herring Prospectus. Financial data Unless stated otherwise or the context otherwise requires, the financial information in this Draft Red Herring Prospectus is derived from the Restated Consolidated Financial Information. Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this Draft Red Herring Prospectus are derived from our Restated Consolidated Financial Information. The Restated Consolidated Financial Information of the Company, its subsidiaries, its associate and its joint venture, comprising of the restated consolidated balance sheet as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of material accounting policies, notes, and other explanatory information relating to such financial periods prepared in accordance with Ind AS specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and restated in accordance with the SEBI ICDR Regulations and included in “Restated Consolidated Financial Information” on page 353. For further information on our Company’s financial information, see “Restated Consolidated Financial Information” on page 353. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such 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. In addition, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to conform to their respective sources. Our Company’s financial year commences on April 1 and ends on March 31 of the next calendar year. Accordingly, all references in this Draft Red Herring Prospectus to a particular “Financial Year”, “Fiscal” or “Fiscal Year”, unless stated otherwise, are to the 12-month period ended on March 31 of that particular calendar year. 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, Ind AS, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with Ind AS, the Companies Act 2013, the SEBI ICDR Regulations and Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our 23Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial condition” on page 89. Unless the context otherwise indicates, any percentage amounts (excluding certain operational metrics), with respect to the financial information of our Company in this Draft Red Herring Prospectus have been derived from the Restated Consolidated Financial Information. Non-GAAP measures Certain non-GAAP measures presented in this Draft Red Herring Prospectus such as Operating EBITDA, Operating EBITDA Margin, PAT Margin, ROE, ROCE, Net Debt to Equity ratio and Networth (collectively “Non-GAAP Measures”) are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year / 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, or IFRS. In addition, these Non-GAAP Measures and other statistical and other information relating to our operations and financial performance, may not be computed on the basis of any standard methodology that is applicable across the industry and, therefore, a comparison of similarly titled Non-GAAP Measures or statistical or other information relating to operations and financial performance between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s management believes that they are useful information in relation to our business and financial performance. For the risks relating to Non-GAAP Measures, see “Risk Factors – We have presented certain supplemental information of our performance and liquidity which is not prepared under or required under Ind AS” on page 83. Industry and market data Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been derived from a report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025 (the “F&S Report”) that has been commissioned and paid for by our Company and prepared by F&S exclusively for the purpose of understanding the industry our Company operates in, in connection with the Offer. The F&S Report is available on the website of our Company at https://www.sfcenvironment.com/investors/financial-highlights/industry-reports, until the Bid / Offer Closing Date. F&S has confirmed pursuant to its letter dated August 20, 2025 that it is an independent agency and is not related, in any manner, to our Company, our Directors, our Promoters, any of the Selling Shareholders, our Subsidiaries or the Book Running Lead Managers. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are no parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner. The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which we conduct business, and the methodologies and assumptions may vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Frost & Sullivan (India) Private Limited (“F&S”), exclusively commissioned and paid for by our Company for the purpose of this Offer” on page 78. Accordingly, no investment decisions should be made based on such information. Disclaimer of Frost & Sullivan (India) Private Limited This Draft Red Herring Prospectus contains data and statistics from the F&S Report, which is subject to the following disclaimer: “Frost & Sullivan has taken due care and caution in preparing this report (“F&S Report”) based on the 24information obtained by Frost & Sullivan from sources which it considers reliable (“Data”). This F&S Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. Without limiting the generality of the foregoing, nothing in the Report is to be construed as Frost & Sullivan providing or intending to provide any services in jurisdictions where Frost & Sullivan does not have the necessary permission and/or registration to carry out its business activities in this regard. SFC Environmental Technologies Limited will be responsible for ensuring compliances and consequences of non- compliances for use of the F&S Report or part thereof outside India. No part of this Frost & Sullivan Report may be published / reproduced in any form without Frost & Sullivan’s prior written approval.” In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 166 includes information relating to our peer group companies, which has been derived from publicly available sources. This information is believed to be reliable and has been verified by M/s H H Dedhia & Associates, Chartered Accountants, but their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured. Accordingly, no investment decisions should be based solely on such information. Time and Year All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a Calendar Year. Currency and Units of Presentation All references to: • ‘Rupees’ or ‘₹’ or ‘Rs.’ or INR are to Indian Rupees, the official currency of the Republic of India. • ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the United States of America. • ‘Euro’ or “€” are to Euro, the official currency of the European Union. In this Draft Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise stated, all figures have been expressed in millions. One million represents ‘0.1 crore’, ‘10 lakhs’ or 1,000,000. However, where any figures that may have been sourced from third-party industry sources and expressed in denominations other than millions, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as provided in their respective sources. Figures sourced from third-party industry sources may be rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring Prospectus in such number of decimal points as provided in such respective sources. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Exchange rates This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate, or at all. Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows: (in ₹) Exchange Rate as on Currency March 31, 2025 March 31, 2024 March 31, 2023 1 USD 85.58 83.37 82.22 1 Euro 92.32 90.22 89.61 Source: www.fbil.org.in and www.rbi.org.in Note: Exchange rate is rounded off to two decimal places and in case March 31 of any of the respective years is a public holiday, the previous Working Day not being a public holiday has been considered. 25Notice to Prospective Bidders 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 this Offer, including the merits and risks involved. The Equity Shares offered in the Offer 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 state securities law. Accordingly, the Equity Shares are only being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. There will be no offering of securities in the United States. 26FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-looking statements”. These forward looking statements include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”, “propose”, “seek to”, “shall”, “should”, “will”, “will continue”, or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. These forward-looking statements are based on our management’s belief and assumptions, current plans, estimates, presumptions and expectations, which in turn are based on currently available information. As a result, actual results could be materially different from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as statements based on them could prove to be inaccurate. Actual results may differ materially from those suggested by such 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. This may be due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater to, and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India or globally which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of violence. There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors 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. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: • Failure of our technologies or failure to upgrade or innovate technologies or failure to identify and develop new technologies; • Significant part of our revenue being derived from our top customers and we do not have long term contracts with most of these customers; • Failure to manage our growth effectively; • An increase in our cash conversion cycle and any experience in the future of longer cash conversion cycles; • Requirement of additional financing to meet our working capital requirements; • Requirement of substantial capital expenditure / investment and working capital requirements in relation to our SWT business operations; • Involvement in material legal proceedings; • Delays in receiving payment of outstanding dues from third parties; • Depend on a few suppliers for the supply of majority of our raw materials; and • Exposure to safety, operational and other risks, including the risk of personal injury to our employees or third parties. For a further discussion of factors that could cause our actual results to differ from our estimates and expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 47, 260 and 472, respectively. Neither our Company, nor the Selling Shareholders, nor the BRLMs, 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 will ensure that investors in India are informed of material developments pertaining to our Company and the Equity Shares from the date of the Red Herring 27Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling Shareholders (through our Company and the BRLMs) shall, severally and not jointly, to the extent of statements specifically made or confirmed by them in relation to themselves and their respective portion of Offered Shares in this Draft Red Herring Prospectus, ensure that investors in India are informed of material developments until the date of Allotment. 28SECTION II - SUMMARY OF THE OFFER DOCUMENT This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is neither 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 Offer”, “Capital Structure”, “Objects of the Offer", “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Information” and “Outstanding Litigation and Other Material Developments” on pages 47, 95, 113, 151, 181, 260, 344, 353 and 506 respectively of this Draft Red Herring Prospectus. Primary business of our Company We are an environmental technology company offering technologies and comprehensive engineering solutions in the field of wastewater treatment, wastewater recycling and reuse & solid waste treatment. Our core operations include providing design, technology, manufacturing, supply and supervision for installation and commissioning of equipment for treatment of wastewater and providing tertiary treatment solution for wastewater recycling and reuse. With 639 installations in the WWT segment, as of March 31, 2025, particularly in sewage treatment plants (“STPs”), we hold over 80% market share in sequencing batch reactor (“SBR”) technology, a key wastewater treatment method in India. (Source: F&S Report) We also offer technology solutions for SWT plants comprising of design, engineering, financing, construction, supply and installation, commissioning, performance run, turnkey solutions and operations and maintenance. We are among the select few players who have leveraged global technology in the municipal solid waste space and transformed it to be suitable for Indian needs. (Source: F&S Report) For further information, see “Our Business” on page 260. Summary of the industry in which our Company operates India’s wastewater treatment market is growing due to opportunities in the industrial and municipal sectors. Market growth is driven by high industrial activity, economic expansion, and groundwater depletion, creating demand for effective wastewater management solutions. This industry has maintained a 5.4% CAGR between FY2020 and FY2025 and is projected to accelerate to 9.6% growth between FY2025 and FY2030E. (Source: F&S Report) The Indian tertiary treatment market is projected to rise sharply to ₹49.24 billion by FY2030F, registering a strong CAGR of 30.26% between FY2025 and FY2030F. (Source: F&S Report) Municipal Solid Waste (MSW) has multiple revenue potentials from sales of compressed biogas, electricity, recyclables, and compost. The revenue potential is likely to increase to ₹303.00 billion by FY2030, growing at a CAGR of 8.5% (Source: F&S Report). For further information, see “Industry Overview” on page 181. Names of Promoters As on the date of this Draft Red Herring Prospectus, our Promoters are Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar, Prachiti Sandeep Asolkar and Saketchandrasingh Pratapsingh Dhandoriya. For further details, see “Our Promoters and Promoter Group” on page 344. Offer size The following table summarizes the details of the Offer. For further details, see “The Offer” and “Offer Structure” on pages 95 and 540, respectively: Offer(1) Up to [●] Equity Shares of face value of ₹2 each for cash at price of ₹[●] per Equity Share (including a premium of [●] per Equity Share), aggregating up to ₹[●] million of which (i) Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹1,500.00 million (ii) Offer for Sale(2) Up to 12,307,500 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million (comprising of an offer for sale of up to 1,867,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sudhakar Asolkar (held jointly with Priya Sandeep Asolkar), up to 843,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Saketchandrasingh Pratapsingh Dhandoriya, up to 2,377,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sarvesh Kumar Garg, up to 291,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Sandeep Sambhaji Parab, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Rajesh Kesavan Nambisan, up to 1,975,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Kumaraguru Madurakavi, up to 922,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Veera Venkata Satyanarayana Yannamani, up to 230,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala), up to 70,000 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Jayshree Harit Shah (held jointly with Harit Pragji Shah), up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Hardik Suresh Matalia and up to 36,750 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by Parag Bipinchandra Shah) Employee Reservation Up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹[●] million Portion(3) Net Offer Up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹[●] million (1) The Offer has been authorized by a resolution of our Board dated March 21, 2025 and the Fresh Issue has been authorized by a special resolution of our Shareholders, dated April 15, 2025. Further, our Board has taken on record the consent of the Selling Shareholders for participation in the Offer for Sale pursuant to its resolution dated August 11, 2025. (2) Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for being offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations. Each Selling Shareholder has, severally and not jointly, consented for the sale of its respective portion of the Offered Shares in the Offer for Sale. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 516. (3) In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion after allocation of up to ₹0.50 million (net of Employee Discount), shall be added to the Net Offer. Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) to Eligible Employees bidding in the Employee Reservation Portion which shall be announced two Working Days prior to the Bid/Offer Opening Date. For further details, see “Offer Procedure” and “Offer Structure” on pages 545 and 540, respectively. ^ Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. The Offer and Net Offer shall constitute [●]% and [●]%, respectively, of the post Offer paid up Equity Share capital of our Company. For further details, see “The Offer” and “Offer Structure” on pages 95 and 540, respectively. Objects of the Offer Our Company proposes to utilise the Net Proceeds towards funding the following objects: (in ₹ million) Objects Amount** Prepayment of all or a portion of certain outstanding borrowings availed by our Company and our 474.60 wholly owned Subsidiary, namely Vasudha Waste Treatment Private Limited Funding our working capital requirements 696.70 General corporate purposes*^ [●] Net Proceeds* [●] ^The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. *To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. **Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. Upon allotment of the specified securities issued pursuant to the Pre-IPO Placement and after compliance with requirements prescribed under the Companies Act, our Company shall utilise the proceeds from such Pre-IPO Placement towards the objects of the Offer. 30For further details, see “Objects of the Offer” on page 151. Aggregate pre-Offer shareholding of our Promoters, the members of our Promoter Group (other than our Promoters) and the Selling Shareholders The aggregate pre-Offer shareholding of our Promoters, the members of our Promoter Group (other than our Promoters), and the Selling Shareholders, as a percentage of the pre-Offer paid-up Equity Share capital of our Company is set out below: Post-Offer shareholding as at Allotment(2) Pre-Offer At the lower end of At the upper the Price Band end of the Price (₹[●]) Band (₹[●]) S. % of total Number of Equity Name of Shareholder % of the total No. Number of Equity pre-Offer Shares of face value post-Offer Shares of face value of paid up of ₹2 each held on a paid-up Equity ₹2 each held as on the Equity Share fully diluted basis# Share capital on date of this Draft Red capital on a (1) a fully diluted Herring Prospectus fully diluted basis#(1) basis** Promoters^ 1. S andeep Sudhakar Asolkar 13,500,000 14.45% 2. S andeep Sudhakar Asolkar (held 18,085,470 19.36% [●] [●] jointly with Priya Sandeep Asolkar)* 3. S aketchandrasingh Pratapsingh 8,434,125 9.03% [●] [●] Dhandoriya* Total (A) 40,019,595 42.84% [●] [●] Promoter Group (excluding our Promoters) 4. A solkar Tradecraft Private Limited 4,978,320 5.33% [●] [●] Total (B) 4,978,320 5.33% [●] [●] Other Selling Shareholders 5. S arvesh Kumar Garg 5,527,215 5.92% [●] [●] 6. S andeep Sambhaji Parab 4,592,715 4.92% [●] [●] 7. R ajesh Kesavan Nambisan 4,592,715 4.92% [●] [●] 8. K umaraguru Madurakavi 45,92,715 4.92% [●] [●] 9. V eera Venkata Satyanarayana 2,143,860 2.30% [●] [●] Yannamani 10. Ja ya Chandrakant Gogri, (held jointly 5,749,350 6.15% [●] [●] with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 11. Ja yshree Harit Shah, (held jointly 468,750 0.50% [●] [●] with Harit Pragji Shah) 12. H ardik Suresh Matalia 36,750 0.04% [●] [●] 13. P arag Bipinchandra Shah 36,750 0.04% [●] [●] Total (C) 27,740,820 29.70% [●] [●] Additional top 10 Shareholders 14. Jy oti Subodh Sapre 3,225,385 3.45% [●] [●] 15. A akansha Unichem LLP 2,505,000 2.68% [●] [●] 16. D hanvallabh Ventures Fund - 1,395,195 1.49% [●] [●] Scheme I 17. P riyanka Amey Belorkar 975,000 1.04% [●] [●] 18. C handrakant Vallabhaji Gogri jointly 850,875 0.91% [●] [●] with Jaya Chandrakant Gogri 19. B haveshkumar Bachubhai Mehta 813,750 0.87% [●] [●] 20. S hilpa Alpesh Shah 750,000 0.80% [●] [●] 21. A ar Em Ventures LLP 551,250 0.59% [●] [●] 22. S heetal Dugar 429,375 0.46% [●] [●] 23. K alpen Madan Dedhia jointly with 403,125 0.43% [●] [●] Deepali Kalpen Dedhia Total (D) 11,898,955 12.74% [●] [●] Total (E = A + B + C + D) 84,637,690 90.61% [●] [●] *Also, a Promoter Selling Shareholder **Assuming exercise of all vested stock options, if any, by the employees under the ESOP Scheme 31^ Prachiti Sandeep Asolkar does not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. #To be updated in the Prospectus (1) Includes all options that have been exercised until the date of the Red Herring Prospectus and any transfers of Equity Shares by the Shareholders after the date of the pre-Offer and Price Band advertisement until the date of the Red Herring Prospectus. (2) Based on the Offer Price of ₹[●] and subject to finalization of the Basis of Allotment. For further details, see “Capital Structure” on page 113. Summary of information derived from the Restated Consolidated Financial Information The following information has been derived from our Restated Consolidated Financial Information for the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023: (in ₹ million, except per share data) As at and for the Particulars Fiscal ended March 31, Fiscal ended March 31, Fiscal ended March 31, 2025 2024 2023 Equity Share capital 186.82 62.27 62.27 Net Worth(1) 6,486.82 5,342.96 3,954.16 Revenue from operations 6,978.58 6,574.95 5,194.47 Profit for the year 1,520.08 1,441.73 948.09 Earnings per equity share (basic)(2) 15.42 15.16 10.05 (in ₹) Earnings per equity share 15.42 15.16 10.05 (diluted)(3) (in ₹) Net Asset Value per Equity Share(4) 69.44 57.20 42.33 (in ₹) Total Borrowings(5) 837.07 1,391.57 464.08 Notes: 1. Net Worth shall mean aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. 2. Earnings per equity share (basic) shall mean restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year considering the impact of the Scheme of Amalgamation. 3. Earnings per equity share (diluted) shall mean restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year adjusted for the effects of all dilutive potential equity shares, if any considering the impact of the Scheme of Amalgamation. 4. Net asset value per share shall mean Net worth (excluding Non-Controlling Interest) as restated / weighted average number of equity shares outstanding at the end of the year adjusted for the subdivision of the equity shares and issue of bonus shares, in accordance with principles of Ind AS 33. 5. Total borrowings consists of current (including current maturities of long-term borrowings) and non-current borrowings. For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 353 and 470, respectively. Auditor qualifications There are no qualifications by our Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information. Summary of outstanding litigation A summary of outstanding litigation proceedings as on the date of this Draft Red Herring Prospectus as disclosed in the section titled “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided below: Disciplinary actions by SEBI or Stock Aggregate Category of Statutory or Material Criminal Tax Exchanges against our amount individuals / Regulatory civil Proceedings Proceedings Promoters in the last involved* (in entities Proceedings litigation# five years, including ₹ million) outstanding action Company By the Nil Nil Nil NA Nil Nil Company 32Disciplinary actions by SEBI or Stock Aggregate Category of Statutory or Material Criminal Tax Exchanges against our amount individuals / Regulatory civil Proceedings Proceedings Promoters in the last involved* (in entities Proceedings litigation# five years, including ₹ million) outstanding action Against the Nil 11 Nil NA Nil 29.87 Company Director By the Nil Nil Nil NA Nil Nil Directors Against the 1 5 Nil NA Nil 0.73 Directors Promoters** By the Nil Nil Nil NA Nil Nil Promoters Against the Nil 3 Nil Nil Nil 0.01 Promoters Subsidiaries By the Nil Nil Nil NA Nil Nil Subsidiary Against the 1 4 Nil NA 1 590.09*** Subsidiary # Determined in accordance with the Materiality Policy. * To the extent quantifiable. ** Including the Directors who are Promoters. *** The amount involved in the material civil litigation involving our Subsidiary, SFC Umwelttechnik GmbH and others, is €5.60 million, amounting to ₹567.50 million. (For the purposes of calculation of amount in ₹ terms, the exchange rate as on August 22, 2025 has been considered. The rate of conversion of 1 Euro as on August 22, 2025 was ₹101.34. (Source: www.rbi.org.in) Further, a summary of outstanding litigation proceedings as on the date of this Draft Red Herring Prospectus involving our Key Managerial Personnel and Senior Management, as disclosed in “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided below: Category of individuals Criminal Proceedings Statutory or Regulatory Aggregate amount Proceedings involved* (in ₹ million) Key Managerial Personnel^ By the Key Managerial Personnel Nil Nil Nil Against the Key Managerial Nil Nil Nil Personnel Senior Management# By the Senior Management Nil Nil Nil Against the Senior Management Nil Nil Nil * To the extent quantifiable. ^Includes details of proceedings involving the Executive Directors who are also Key Managerial Personnel. #Includes details of proceedings involving our Key Managerial Personnel, Amit Anil Sawant, Chief Financial Officer and Shweta Deshpande, Company Secretary and Compliance Officer of our Company who are also members of the Senior Management. Further, as on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving any of our Group Companies which will have a material impact on our Company. For further details, see “Outstanding Litigation and Other Material Developments” on page 506. Risk factors The following is a summary of the top 10 risk factors in relation to our Company: 1. Our revenues and operations are dependent upon technology. Failure of these technologies, failure to upgrade or innovate these technologies or failure to identify and develop new technologies could have an adverse impact on our results of operations. Our products may be displaced by newer technology and any inability or failure to adapt to technological developments, the evolving competitive landscape or industry trends could harm our business and competitiveness. 2. We derive a significant part of our revenue from our top 10 customers and we do not have long term contracts with most of these customers. If one or more of such customers choose not to source their requirements from us or to terminate our long-term contracts, our business, results of operations and financial condition may be adversely affected. 333. Our business has grown, including our revenue from operations that has grown at a CAGR of 15.91% from ₹5,194.47 million in Fiscal 2023 to ₹6,978.58million in Fiscal 2025, and we may fail to manage our growth effectively. 4. Our Company has experienced an increase in our cash conversion cycle and may experience longer cash conversion cycles in the future. 5. We have high working capital requirements, and may require additional financing to meet those requirements, which could have a material adverse effect on our results of operations, cash flows and financial condition. The working capital as a percentage of total revenue from operations was 63.51%, 39.94% and 27.77% for Fiscals 2025, 2024 and 2023, respectively. 6. We require substantial capital expenditure / investment and working capital requirements in relation to our SWT business operations, and may require additional financing including working capital to meet those requirements, which could have a material adverse effect on our results of operations, cash flows and financial condition. 7. Our Subsidiary, SFC Umwelttechnik GmbH has been, and continues to be, involved in material legal proceedings. 8. Delays in receiving payment of outstanding dues from third parties may affect our financial condition and results of operations. Our Company experienced an increase in trade receivable days from 158 days in Fiscal 2023, to 197 days in Fiscal 2024 and to 262 days in Fiscal 2025. 9. We depend on a few suppliers for the supply of majority of our raw materials and we do not have continuing and exclusive supply agreements with all of them. Any interruptions in the supply of raw materials, fluctuations in raw material prices or any failure by our suppliers to make timely delivery of raw materials could adversely affect our business, results of operations and financial conditions. 10. The assets we operate, and the handling and treatment of waste expose us to safety, operational and other risks, including the risk of personal injury to our employees or third parties. Failure to limit our exposure to such risks may subject us to significant disruptions in our business, legal and regulatory actions, costs, and liabilities and could have an adverse impact on our results of operations. Investors are advised to carefully read “Risk Factors” on page 47 to have an informed view before making an investment decision in the Offer. Summary of contingent liabilities A summary table of contingent liabilities as per Ind AS 37, as derived from the Restated Consolidated Financial Information, is set forth below: (in ₹ million) Amount S. Particulars March 31, March 31, March 31, No. 2025 2024 2023 1. Customs notice - Received for the period (Financial Year 2008- 0.21 0.21 - 09 to Financial Year 2012-13) 2. GST appeal (for the outstanding liabilities filed for the - - 4.50 Financial Year 2017-18 and 2019-20) For further details, see “Restated Consolidated Financial Information” on page 353. Summary of related party transactions A summary of the related party transactions entered into by our Company with related parties as at and for the Financial Years ending March 31, 2025, March 31, 2024 and March 31, 2023, as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations derived from the Restated Consolidated Financial Information is detailed below: (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Directors Remuneration and Incentives Sandeep Sudhakar Asolkar 41.45 33.00 32.99 Sarvesh Kumar Garg 11.83 11.83 11.83 Sandeep Sambhaji Parab - 7.11 11.83 Veera Venkata Satyanarayana Yannamani - 7.11 11.83 Saketchandrasingh Pratapsingh Dhandoriya 6.90 - - Salary Prachiti Sandeep Asolkar 1.33 0.72 - 34Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Mandar Dinkar Desai 8.15 - - Amit Anil Sawant 3.35 - - Shweta Deshpande 0.98 0.83 0.05 Shruti Mandar Desai 0.75 - - Professional Fees Shruti Mandar Desai 1.10 - - Dividend Sandeep Sudhakar Asolkar 105.28 31.59 40.50 Sarvesh Kumar Garg 18.42 5.53 - Saketchandrasingh Pratapsingh Dhandoriya 16.87 - - Mandar Dinkar Desai 0.15 - - Amit Anil Sawant 0.12 - - Asolkar Tradecraft Private Limited 16.59 - - Bhagyashree Anil Sawant 0.03 - - Purchase of Goods Turbomax India Pvt Ltd 11.12 - - Procurement of Services Turbomax India Pvt Ltd 4.66 - - Reimbursement of Expense Hindustan Waste Treatment Private Limited - - 5.84 Turbomax India Private Limited - - 5.16 Rent Received Turbomax India Private Limited 0.18 0.18 0.09 Supply of Services Hindustan Waste Treatment Private Limited - 3.90 66.80 Interest on Loan Hindustan Waste Treatment Private Limited - - 0.14 Sale of Fixed Asset Turbomax India Private Limited - 5.05 - Investment in Shares Turbomax India Private Limited 40.43 - 37.24 Loan Given (Payment) (excl Interest on Loan) Hindustan Waste Treatment Private Limited - - 55.00 Repayment of Loan (Receipt) Hindustan Waste Treatment Private Limited - - 55.00 The following are the details of the related party transactions eliminated on consolidation during the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, disclosed as per the SEBI ICDR Regulations, in the Restated Consolidated Financial Information: 1. Reporting Entity: SFC Environmental Technologies Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Dividend (Income) Chavare Engineering Private Limited 6.12 4.08 - Purchases of Material at Gross Chavare Engineering Private Limited 81.52 99.17 43.71 Pentagen Biofuels Private Limited - 6.82 - Fine Aeration Systems Private Limited 366.57 229.02 - Services Procured (Expense) Pentagen Biofuels Private Limited - 9.75 - Fine Aeration Systems Private Limited - 0.11 - Repairs & Maintenance Expenses Chavare Engineering Private Limited - 0.10 0.01 Corporate Guarantee Commission (Income) Chavare Engineering Private Limited 2.20 2.20 1.60 Pentagen Biofuels Private Limited 0.55 0.26 - Vasudha Waste Treatment Private Limited 5.41 1.58 - Erection, Commissioning & Installation Charges Chavare Engineering Private Limited - - 4.20 35Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Loan Given (Payment) Sustainyx Smart Solution Private Limited - - 13.00 (formerly known as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited 122.20 83.80 138.10 Hindustan Waste Treatment Private Limited 122.50 90.00 - Fine Aeration Systems Private Limited 23.50 111.78 7.00 Chavare Engineering Private Limited - 80.00 - Pentagen Biofuels Private Limited 89.48 17.52 - Repayment of Loan (Receipt) Sustainyx Smart Solution Private Limited - 221.57 93.00 (formerly known as Navitas Waste Treatment Private Limited) Hindustan Waste Treatment Private Limited 147.93 - - Vasudha Waste Treatment Private Limited 305.59 394.97 7.53 Chavare Engineering Private Limited 24.70 55.30 - Fine Aeration Systems Private Limited 9.95 - - Rent (Income) Sustainyx Smart Solution Private Limited 0.24 0.24 0.18 (formerly known as Navitas Waste Treatment Private Limited) Sales of Goods (Income) Hindustan Waste Treatment Private Limited 23.26 40.75 - Vasudha Waste Treatment Private Limited 27.14 15.34 549.93 Fine Aeration Systems Private Limited 73.69 97.88 0.67 Supply of Services (Income) Hindustan Waste Treatment Private Limited 71.30 3.90 - Vasudha Waste Treatment Private Limited 41.20 1.20 - Pentagen Biofuels Private Limited - 3.53 - Interest on Loan (Income) Hindustan Waste Treatment Private Limited 1.79 1.05 - Vasudha Waste Treatment Private Limited 20.73 54.15 52.57 Fine Aeration Systems Private Limited 14.37 5.97 0.05 Reimbursement of Expenses Vasudha Waste Treatment Private Limited - - 0.09 Purchase of Fixed Assets Fine Aeration Systems Private Limited 0.41 - - Investment in Shares Pentagen Biofuels Private Limited - 17.60 - Fine Aeration Systems Private Limited - - 0.51 Purchase of Shares Sustainyx Smart Solution Private Limited - 219.99 - (formerly known as Navitas Waste Treatment Private Limited) Advance Paid SFC Umwelttechnik GmbH 9.24 - - 2. Reporting Entity: Chavare Engineering Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Dividend (Expense) SFC Environmental Technologies Limited 6.12 4.08 - Sale of Material at Gross SFC Environmental Technologies Limited 81.52 99.17 43.71 Vasudha Waste Treatment Private Limited 0.39 - - Chavare Engineering & Endress Plus Hauser JV 177.48 92.58 - Sale of Services SFC Environmental Technologies Limited - 0.10 4.21 Reimbursement - Income Chavare Engineering & Endress Plus Hauser JV 0.62 - - Corporate Guarantee Commission (Expense) SFC Environmental Technologies Limited 2.20 2.20 1.60 Loan Taken (Receipt) SFC Environmental Technologies Limited - 80.00 - 36Repayment of Loan (Payment) SFC Environmental Technologies Limited 24.70 55.30 - Sale of Goods Pentagen Biofuels Private Limited - 5.04 - 3. Reporting Entity: Hindustan Waste Treatment Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Purchase of Services SFC Environmental Technologies Limited 71.30 3.90 - Reimbursement of Expenses Nanded Biofuels Pvt Ltd 0.03 - - Purchase of Material SFC Environmental Technologies Limited 2.20 0.16 - Purchase of Fixed Assets SFC Environmental Technologies Limited 21.06 40.59 - Interest on Loan borrowed SFC Environmental Technologies Limited 1.79 1.05 - Loan Borrowed SFC Environmental Technologies Limited 122.50 90.00 - Loan Repaid SFC Environmental Technologies Limited 147.93 - - Investment in Shares Nanded Biofuels Pvt Ltd 1.00 - - 4. Reporting Entity: Vasudha Waste Treatment Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Purchase of Service & Material SFC Environmental Technologies Limited 9.05 - 525.78 Chavare Engineering Private Limited 0.39 - - Purchase of Assets SFC Environmental Technologies Limited 18.09 15.34 24.15 Procurement of Services SFC Environmental Technologies Limited 41.20 1.20 - Loan Borrowed SFC Environmental Technologies Limited 122.20 83.80 138.10 Interest on Loan SFC Environmental Technologies Limited 20.73 54.15 52.57 Loan Repaid SFC Environmental Technologies Limited 305.59 394.97 7.53 Reimbursement of expenses & Purchase of goods SFC Environmental Technologies Limited - - 0.00^ Corporate Guarantee Expense SFC Environmental Technologies Limited 5.41 1.58 - ^Represents value less than Rs 0.01 million 5. Reporting Entity: Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Loan taken SFC Environmental Technologies Limited - - 13.00 Loan repaid SFC Environmental Technologies Limited - 221.57 93.00 Rent Expense SFC Environmental Technologies Limited 0.24 0.24 0.18 Sale of Shares / Investment SFC Environmental Technologies Limited - 219.99 - 376. Reporting Entity: Fine Aeration Systems Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Purchase of Goods SFC Environmental Technologies Limited 73.69 97.54 - Purchase of Assets SFC Environmental Technologies Limited - 0.34 0.67 Sales of Goods/ Services SFC Environmental Technologies Limited 366.57 229.02 - Reimbursement of Expenses SFC Environmental Technologies Limited 0.00^ 0.11 - Sale of Asset SFC Environmental Technologies Limited 0.41 - - Loan Taken SFC Environmental Technologies Limited 23.50 111.78 7.00 Loan Repaid SFC Environmental Technologies Limited 9.95 - - Interest on Loan Paid SFC Environmental Technologies Limited 14.37 5.97 0.05 Share Capital Issued SFC Environmental Technologies Limited - - 0.51 ^Represents value less than Rs 0.01 million 7. Reporting Entity: Pentagen Biofuels Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Sale of Goods SFC Environmental Technologies Limited - 6.82 - Sale of Services SFC Environmental Technologies Limited - 9.75 - Purchase of Goods Chavare Engineering Private Limited - 5.04 - Purchase of Services SFC Environmental Technologies Limited - 3.53 - Loan Taken SFC Environmental Technologies Limited 89.48 17.52 - Share Capital Issued SFC Environmental Technologies Limited - 17.60 - Corporate Guarantee Commission SFC Environmental Technologies Limited 0.55 0.26 - 8. Reporting Entity: Chavare Engineering & Endress Plus Hauser JV (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Purchase of Services Chavare Engineering Private Limited 177.48 92.58 - Reimbursement - Expenses Chavare Engineering Private Limited 0.62 - - 9. Reporting Entity: SFC Umwelttechnik GmbH (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Purchase of Goods SFC Ekotechnika S.r.o 14.02 7.30 0.79 Sale of Goods SFC Ekotechnika S.r.o 1.49 1.67 - 38Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Sale of Services SFC Ekotechnika S.r.o 0.28 0.00^ - Other Operating Income SFC Ekotechnika S.r.o 0.18 - - ^Represents value less than Rs 0.01 million 10. Reporting Entity: SFC Ekotechnika S.r.o (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Sale of Goods SFC Umwelttechnik GmbH 14.02 7.30 0.79 Purchase of Goods & Services SFC Umwelttechnik GmbH 1.77 1.67 - Other Operating Expense SFC Umwelttechnik GmbH 0.18 - - 11. Reporting Entity: Nanded Biofules Private Limited (in ₹ million) Year ended Nature of Transaction & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Reimbursement of Expenses Hindustan Waste Treatment Private Limited 0.03 - - Issue of Equity Shares Hindustan Waste Treatment Private Limited 1.00 - - ^Represents value less than Rs. 0.01 million. The following are the details of the balances of the related party transactions entered into by our Company with related parties as at the Financial Years ending March 31, 2025, March 31, 2024 and March 31, 2023, as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations derived from the Restated Consolidated Financial Information: (in ₹ million) Year ended Nature of Balance & Name of Related party March 31, March 31, March 31, 2025 2024 2023 Debtors Hindustan Waste Treatment Private Limited - - 1.51 Creditors Turbomax India Private Limited 10.81 - - Other receivable Turbomax India Private Limited 0.21 0.21 6.19 Investments Turbomax India Private Limited 77.67 37.24 37.24 Employee Benefits Payable Sandeep Sudhakar Asolkar 8.45 1.60 1.61 Sarvesh Kumar Garg - 0.62 0.62 Sandeep Sambhaiji Parab - - 0.62 Veera Venkata Satyanarayana Yannamani - - 0.60 The following are the details of the balances of the related party transactions eliminated on consolidation as at the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, disclosed as per the SEBI ICDR Regulations, in the Restated Consolidated Financial Information: 1. Reporting Entity: SFC Environmental Technologies Limited (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Payables Chavare Engineering Private Limited 35.04 15.89 18.35 Fine Aeration Systems Pvt Ltd 92.78 1.40 - Pentagen Biofuels Pvt Ltd - 5.79 - 39As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivable Hindustan Waste Treatment Private Limited 76.41 56.46 - Vasudha Waste Treatment Private Limited 61.28 3.08 187.44 Fine Aeration Systems Pvt Ltd 7.95 16.63 0.80 Pentagen Biofuels Pvt Ltd 3.70 4.72 - Chavare Engineering Private Limited 2.38 2.38 - Loan & Advances Chavare Engineering Private Limited - 24.70 - Hindustan Waste Treatment Private Limited 67.13 90.95 - Vasudha Waste Treatment Private Limited 205.16 369.89 632.33 Fine Aeration Systems Pvt Ltd 150.67 124.20 7.04 Pentagen Biofuels Pvt Ltd 107.00 17.52 - Sustainyx Smart Solution Private Limited - - 221.57 (formerly known as Navitas Waste Treatment Private Limited) Other receivables Sustainyx Smart Solution Private Limited 0.78 0.50 - (formerly known as Navitas Waste Treatment Private Limited) Advance to Supplier SFC Umwelttechnik GmbH 9.23 - - Investment in Equity Shares Hindustan Waste Treatment Private Limited 551.95 371.95 - Vasudha Waste Treatment Private Limited 10.50 7.77 7.77 Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste 0.10 0.10 0.10 Treatment Private Limited) Fine Aeration Systems Pvt Ltd 0.51 0.51 0.51 Pentagen Biofuels Pvt Ltd 20.00 17.60 - SFC Umwelttechnik GmbH 82.89 82.89 82.89 Chavare Engineering Private Limited 81.60 81.60 81.60 2. Reporting Entity: Chavare Engineering Private Limited (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivables SFC Environmental Technologies Limited 35.04 15.89 18.35 Chavare Engineering & Endress Plus Hauser JV 21.40 - - Trade Payable SFC Environmental Technologies Limited 2.38 2.38 - Other Payable Chavare Engineering & Endress Plus Hauser JV - 27.22 - Other Receivable Chavare Engineering & Endress Plus Hauser JV 0.50 4.00 - Loan (Borrowings) SFC Environmental Technologies Limited - 24.70 - 3. Reporting Entity: Hindustan Waste Treatment Private Limited (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivables Nanded Biofuels Pvt Ltd 0.03 - - Trade Payables SFC Environmental Technologies Limited 76.41 56.46 - Loan (Borrowings) SFC Environmental Technologies Limited 67.13 90.95 - Other Payables Nanded Biofuels Pvt Ltd 1.00 - - Equity Share Capital SFC Environmental Technologies Limited 390.40 312.32 - 404. Reporting Entity: Vasudha Waste Treatment Private Limited (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Payables SFC Environmental Technologies Limited 61.28 3.08 187.44 Loan (Borrowings) SFC Environmental Technologies Limited 205.16 369.89 632.33 Equity Share Capital SFC Environmental Technologies Limited 10.00 7.40 7.40 5. Reporting Entity: Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Loan (Borrowings) SFC Environmental Technologies Limited - - 221.57 Other Payables SFC Environmental Technologies Limited 0.78 0.50 - Equity Share Capital SFC Environmental Technologies Limited 0.10 0.10 0.10 6. Reporting Entity: Fine Aeration Systems Pvt Ltd (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivable SFC Environmental Technologies Limited 92.78 1.40 - Trade Payables SFC Environmental Technologies Limited 7.95 16.63 0.80 Loan (Borrowings) SFC Environmental Technologies Limited 150.67 124.20 7.04 Equity Share Capital SFC Environmental Technologies Limited 0.51 0.51 0.51 7. Reporting Entity: Pentagen Biofuels Private Limited (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivable SFC Environmental Technologies Limited - 5.79 - Trade Payables SFC Environmental Technologies Limited 3.70 4.72 - Loan (Borrowings) SFC Environmental Technologies Limited 107.00 17.52 - Equity Share Capital SFC Environmental Technologies Limited 20.00 17.60 - 8. Reporting Entity: Chavare Engineering & Endress Plus Hauser JV (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Payables Chavare Engineering Private Limited 21.40 - - Other Receivables Chavare Engineering Private Limited - 27.22 - Other Payables Chavare Engineering Private Limited 0.50 4.00 - 419. Reporting Entity: SFC Umwelttechnik GmbH (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivable SFC Ekotechnika S.r.o 9.49 8.69 - Trade Payables SFC Ekotechnika S.r.o 3.75 0.37 0.61 Advance received SFC Environmental Technologies Limited 9.23 - - 10. Reporting Entity: SFC Ekotechnika S.r.o (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Trade Receivable SFC Umwelttechnik GmbH 3.75 0.37 0.61 Trade Payables SFC Umwelttechnik GmbH 9.49 8.69 - 11. Reporting Entity: Nanded Biofuels Pvt Ltd (in ₹ million) As at Nature of Balance & Transacting Entity March 31, March 31, March 31, 2025 2024 2023 Other Payable Hindustan Waste Treatment Private Limited 0.03 - - Following are the details of the transactions & balances of Corporate Guarantee as at and for the Financial Years ended March 31, 2025; March 31, 2024 and March 31, 2023: Corporate guarantee given by SFC Environmental Technologies Limited for related parties: For Term Loan (in ₹ million) As at and for the year ended Particulars March 31, March 31, March 31, 2025 2024 2023 Amount sanctioned during the year Pentagen Biofuels Private Limited - 21.10 - Vasudha Waste Treatment Private Limited - 600.00 - Closing balance of the term loan at the end of the year Pentagen Biofuels Private Limited 17.85 13.98 - Vasudha Waste Treatment Private Limited 498.30 433.90 - For Working Capital facilities (in ₹ million) As at and for the year ended Particulars March 31, March 31, March 31, 2025 2024 2023 Amount sanctioned during the year Pentagen Biofuels Private Limited - 36.00 - Chavare Engineering Private Limited - 60.00 - Amount of Sanctioned Facility at the end of the year Pentagen Biofuels Private Limited 36.00 36.00 - Chavare Engineering Private Limited 220.00 220.00 160.00 42Note: The total sitting fees paid to non-executive and Independent directors is ₹0.59 million, NIL and NIL for the Financial year ended March 31, 2025 and March 31, 2024 and March 31, 2023 respectively. For further details, see “Restated Consolidated Financial Information – Note 52 – Related Party Disclosures” on page 436. Financing arrangements There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their relatives (as defined in Companies Act, 2013) have financed the purchase by any other person of securities of our Company, other than in the normal course of the business of the financing entity, during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which Equity Shares were acquired by our Promoters and the Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus The weighted average price at which Equity Shares were acquired by our Promoters and the Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus, is set forth below: Number of Equity Shares of face Weighted average price of S. value of ₹2 each acquired in the last Name acquisition per Equity No. one year preceding the date of this Share (in ₹)* Draft Red Herring Prospectus Promoters 1. Sandeep Sudhakar Asolkar 9,000,000 Nil** Sandeep Sudhakar Asolkar (held jointly with Nil** 2. 12,056,980 Priya Sandeep Asolkar)# 3. Saketchandrasingh Pratapsingh Dhandoriya# 5,622,750 Nil** Selling Shareholders (other than the Promoter Selling Shareholders) 1. Sarvesh Kumar Garg 3,684,810 Nil** 2. Sandeep Sambhaji Parab 3,061,810 Nil** 3. Rajesh Kesavan Nambisan 3,061,810 Nil** 4. Kumaraguru Madurakavi 3,061,810 Nil** 5. Veera Venkata Satyanarayana Yannamani 1,429,240 Nil** Jaya Chandrakant Gogri, jointly with 6. Chandrakant Vallabhaji Gogri and Hetal 3,832,900 Nil** Gogri Gala Jayshree Harit Shah, jointly with Harit Pragji 7. 312,500 Nil** Shah 8. Hardik Suresh Matalia 24,500 Nil** 9. Parag Bipinchandra Shah 24,500 Nil** *As certified by M/s H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. #Also, a Promoter Selling Shareholder. **No consideration has been paid as the same is acquired by way of gift or bonus shares. Notes: (1) Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024 and a resolution of our Shareholders passed in their annual general meeting held on September 5, 2024, each fully paid-up equity share of our Company of face value ₹10 was subdivided into 5 Equity Shares of ₹2 each. The impact of the subdivision has been considered in the calculation of number of Equity Shares and in the acquisition price per Equity Share. Weighted average cost of acquisition of all shares transacted in the one year, 18 months and three years preceding the date of this Draft Red Herring Prospectus: Range of acquisition Weighted average cost Cap Price is ‘x’ times price per Equity Share: Period of acquisition per the weighted average lowest price – highest Equity Share (in ₹)^ cost of acquisition* price (in ₹)^# Last one year preceding the date of this Draft Red Herring 2.10 [●] Nil - 267.65 Prospectus Last 18 months preceding the date of this Draft Red Herring 8.73 [●] Nil - 267.65 Prospectus Last three years preceding the date of this Draft Red Herring 42.18 [●] Nil - 376.60 Prospectus 43^ As certified by M/s H H Dedhia & Associates, Chartered Accountants by way of their certificate dated August 25, 2025. *To be updated in the Prospectus. #Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024 and a resolution of our Shareholders passed in their annual general meeting held on September 5, 2024, each fully paid-up equity share of our Company of face value ₹10 was subdivided into 5 Equity Shares of ₹2 each. The impact of the subdivision has been considered in the calculation weighted average cost of acquisition per Equity Share and range of acquisition price. The above has been computed based on the Equity Shares acquired/allotted/purchased (including acquisition pursuant to transfer and gifts). Details of the price at which Equity Shares were acquired in the three years preceding the date of this Draft Red Herring Prospectus The details of the price at which Equity Shares were acquired in the three years preceding the date of this Draft Red Herring Prospectus, by our Promoters, Promoter Group, Selling Shareholders and the shareholders entitled with right to nominate directors or any other rights, are disclosed below: Number of Equity Average cost of Name of the acquirer / Date of acquisition of S. No. Shares of face value of acquisition per Equity shareholder Equity Shares ₹2 each# Share (in ₹)*# Promoters 1. Sandeep Sudhakar Asolkar September 5, 2024 9,000,000 Nil** 2. Sandeep Sudhakar Asolkar July 24, 2023 6,028,490 110.17 (held jointly with Priya September 5, 2024 12,056,980 Nil** Sandeep Asolkar) ^ 3. Saketchandrasingh July 24, 2023 2,811,375 110.17 Pratapsingh Dhandoriya^ September 5, 2024 5,622,750 Nil** Promoter Group 1. Asolkar Tradecraft Private April 30, 2024 1,659,440 225.00 Limited September 5, 2024 3,318,880 Nil** Selling Shareholders (other than the Promoter Selling Shareholders) 1. Sarvesh Kumar Garg July 24, 2023 1,874,005 110.17 September 5, 2024 3,684,810 Nil** 2. Sandeep Sambhaji Parab July 24, 2023 1,874,005 110.17 September 5, 2024 3,061,810 Nil** 3. Rajesh Kesavan Nambisan July 24, 2023 1,874,005 110.17 September 5, 2024 3,061,810 Nil** 4. Kumaraguru Madurakavi July 24, 2023 1,874,005 110.17 September 5, 2024 3,061,810 Nil** 5. Veera Venkata Satyanarayana July 24, 2023 874,870 110.17 Yannamani September 5, 2024 1,429,240 Nil** 6. Jaya Chandrakant Gogri (held July 24, 2023 1,105,600 110.17 jointly with Chandrakant October 6, 2023 14,750 215.20 Vallabhaji Gogri and Hetal October 6, 2023 42,200 215.20 Gogri Gala) October 11, 2023 31,600 215.20 October 11, 2023 31,600 215.20 October 17, 2023 31,600 215.20 October 26, 2023 31,600 215.20 November 21, 2023 500,000 225.00 March 26, 2024 90,000 225.00 April 10, 2024 37,500 225.00 September 5, 2024 3,832,900 Nil** 7. Jayshree Harit Shah (held July 24, 2023 131,250 110.17 jointly with Harit Pragji Shah) February 21, 2024 25,000 225.00 September 5, 2024 312,500 Nil** 8. Hardik Suresh Matalia July 24, 2023 12,250 110.17 September 5, 2024 24,500 Nil** 9. Parag Bipinchandra Shah July 24, 2023 12,250 110.17 September 5, 2024 24,500 Nil** Shareholders with special rights 10. Chandrakant Vallabhaji Gogri July 24, 2023 233,625 110.17 jointly with Jaya Chandrakant April 10, 2024 10,000 225.00 Gogri April 12, 2024 10,000 225.00 July 19, 2024 30,000 225.00 September 5, 2024 567,250 Nil** * As certified by M/s H H Dedhia & Associates, Chartered Accountants by way of their certificate dated August 25, 2025. ^Also, a Promoter Selling Shareholder. #Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024 and a resolution of our Shareholders passed in their 44annual general meeting held on September 5, 2024, each fully paid-up equity share of our Company of face value ₹10 was subdivided into 5 Equity Shares of ₹2 each. The impact of the subdivision has been considered in the calculation of number of Equity Shares and in the average cost of acquisition price per Equity Share. **No consideration has been paid as the same is acquired by way of gift or bonus shares. Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as on the date of this Draft Red Herring Prospectus is set forth below: Number of Equity Shares of face Average cost of acquisition per S. No. Name value of ₹2 each Equity Share (in ₹)* Promoters 1. Sandeep Sudhakar Asolkar 13,500,000 0.44 2. Sandeep Sudhakar Asolkar (held 18,085,470 36.72 jointly with Priya Sandeep Asolkar)# 3. Saketchandrasingh Pratapsingh 8,434,125 36.72 Dhandoriya# Other Selling Shareholders (other than the Promoter Selling Shareholders) 1. Sarvesh Kumar Garg 5,527,215 36.72 2. Sandeep Sambhaji Parab 4,592,715 36.72 3. Rajesh Kesavan Nambisan 4,592,715 36.72 4. Kumaraguru Madurakavi 4,592,715 36.72 5. Veera Venkata Satyanarayana 2,143,860 36.72 Yannamani 6. Jaya Chandrakant Gogri, jointly with Chandrakant Vallabhaji 5,749,350 52.61 Gogri and Hetal Gogri Gala 7. Jayshree Harit Shah, jointly with 468,750 42.85 Harit Pragji Shah 8. Hardik Suresh Matalia 36,750 36.72 9. Parag Bipinchandra Shah 36,750 36.72 * As certified by M/s H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. # Also, a Promoter Selling Shareholder. Notes: (1) Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024 and a resolution of our Shareholders passed in their annual general meeting held on September 5, 2024, each fully paid-up equity share of our Company of face value ₹10 was subdivided into 5 Equity Shares of ₹2 each. The impact of the subdivision has been considered in the calculation of number of Equity Shares and in the average cost of acquisition price per Equity Share. For further details of the average cost of acquisition of our Promoters, see “Capital Structure – Build-up of the Promoters, members of Promoter Group and Selling Shareholders shareholding in our Company” on page 136. Details of Pre-IPO placement Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. The details of the Pre-IPO Placement (i.e., the details of date of allotment, name of allottees, number of Equity Shares, percentage of pre-Offer share capital of our Company, price per share, total consideration), if undertaken will be updated in the RHP and Prospectus. 45Issue of Equity Shares for consideration other than cash including through bonus issuance in the last one year Except as disclosed in “Capital Structure - Shares issued for consideration other than cash or out of revaluation reserves or by way of a bonus issue”, our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus. Split or consolidation of Equity Shares in the last one year Except as disclosed below, our Company has not undertaken a split or consolidation of its Equity Shares in the one year preceding the date of this Draft Red Herring Prospectus: Date of Shareholder’s Particulars resolution September 5, 2024 Our Company sub-divided the face value of its equity shares from ₹10 each into Equity Shares of ₹2 each. Accordingly, subsequent to such sub-division, 17,400,000 equity shares of ₹10 each were sub-divided into 87,000,000 Equity Shares of face value of ₹2 each. Subsequently, the authorized share capital of our Company increased from the existing ₹174,000,000 divided into 87,000,000 Equity Shares of face value of ₹2 each to ₹250,000,000 divided into 125,000,000 Equity Shares of face value of ₹2 each Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not applied for an exemption from complying with any provisions of securities laws by SEBI, as on the date of this Draft Red Herring Prospectus. 46SECTION III – RISK FACTORS 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 the Equity Shares. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also have an adverse effect on our business. If any or a combination of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occurs, our business, financial condition, results of operations and cash flows could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other related implications of the risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risks where the effect is not quantifiable and hence have not been disclosed in the applicable risk factors. Prospective investors should read this section together with “Our Business”, “Industry Overview” and “Management’s Discussions and Analysis of Financial Condition and Results of Operations” on pages 260, 181 and 472, respectively, as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. In making an investment decision, prospective investors are required to rely on their own examination of us and the terms of the Offer, including the merits and risks involved. You should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares. Potential investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to legal and regulatory environment which may differ in certain respects from that of other countries. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties where actual results could materially differ from those anticipated in these forward-looking statements. For further details, see “Forward-Looking Statements” on page 27. Unless the context requires otherwise, the financial information used in this section is derived from our Restated Consolidated Financial Information on page 353. Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the twelve months ended March 31 of that year. The industry information contained in this section is derived from the industry report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, which is exclusively prepared for the purposes of the Offer and issued by Frost & Sullivan and is commissioned and paid for by our Company (“F&S Report”). Frost & Sullivan was appointed on pursuant to engagement letter dated February 28, 2024, as extended on May 26, 2025. We commissioned and paid for the F&S Report for the purposes of confirming our understanding of the industry specifically for the purposes of the Offer. The F&S Report is available on the website of our Company at https://www.sfcenvironment.com/investors/financial- highlights/industry-reports. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. The data included herein includes excerpts from the F&S Report which may have been re-arranged by us for the purposes of presentation. Frost and Sullivan is not, and has not in the past, been engaged or interested in the formation, or promotion, or management of our Company. Further, it is an independent agency and neither our Company, nor our Promoters, Directors, Key Managerial Personnel, Senior Management, Promoters and Subsidiaries, nor the BRLMs are a related party to Frost and Sullivan as per the definition of “related party” under the Companies Act, 2013 and the SEBI Listing Regulations. For details, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. Internal Risk Factors 1. Our revenues and operations are dependent upon technology. Failure of these technologies, failure to upgrade or innovate these technologies or failure to identify and develop new technologies could have an adverse impact on our results of operations. Our products may be displaced by newer technology and any inability or failure to adapt to technological developments, the evolving competitive landscape or industry trends could harm our business and competitiveness. As part of our wastewater treatment portfolio, we provide the C-Tech technology package, which is a sequencing batch reactor technology; as part of our wastewater reuse and recycle portfolio, we provide ultrafiltration, closed circuit reverse osmosis and membrane bioreactor technologies; and as part of our solid waste treatment portfolio, we offer the OREX technology. While our Company and the wastewater treatment industry in India has not 47experienced any sudden instance of technological disruption in the recent past, (Source: F&S Report) there can be no assurance that technological changes in the future shall not displace our current business offerings. Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes. We may not have the resources to do this. Failure to conduct research and development, innovate and focus on new technologies that provide superior alternatives to traditional / existing environmental technologies and service offerings may negatively impact our financial results. For example, as per the F&S Report, SBR is a key wastewater treatment technology in India, representing about 28% to 30% of installed capacity for municipal and industrial plants. In case the adoption of the SBR technology in the relevant market does not increase, or is replaced by alternate technologies, it will have an adverse impact of our growth prospects. Our technology systems are critical to our operations. Malfunctions of these technologies which are mechanical in nature, including disruptions due to wear and tear, natural or man-made disasters (e.g. terrorism or cyber intrusion) or equipment failure, could interrupt operations, create incremental operational and safety risks or negatively impact our service to our customers and our business reputation. System failures could also impede our ability to collect and report operational data timely or comply with regulations associated with our operations. The identification of new and emerging technologies may be a risk and an opportunity to our business. Research and development of new technologies may require significant spending which may negatively impact our operating results and cash flows. Failure to innovate and focus on new technologies that provide superior alternatives to traditional / existing environmental technologies and service offerings may negatively impact our financial results and could have an adverse impact on our results of operations. 2. We derive a significant part of our revenue from our top 10 customers and we do not have long term contracts with most of these customers. If one or more of such customers choose not to source their requirements from us or to terminate our long-term contracts, our business, results of operations and financial condition may be adversely affected. We currently generate a significant portion of our revenues from our top 10 customers. The following table sets out our revenue from our top 10 customers for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, including as a percentage of revenue from operations for the respective fiscals: Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars Revenue (in ₹ % of revenue Revenue (in ₹ % of revenue Revenue (in ₹ % of revenue millions) from operations millions) from operations millions) from operations Top 10 4,282.85 61.37% 3,891.10 59.18% 3,045.14 58.62% customers Note: The top 10 customers of our Company in the last three Fiscals include Goa Waste Management Corporation, GVPR Engineers Limited, Vishvaraj Environment Private Limited, Enviro Control Private Limited, SMC Infrastructures Private Limited, HNB Engineers Private Limited, Khilari Infrastructure Private Limited, Rajkamal Builders Infrastructure Private Limited, Gharpure Engineering & Constructions Private Limited, Girdhari Lal Aggarwal Contractors Pvt. Ltd. and R.K. Engineers Sales Limited. These customers may not be our top 10 customers in each of the abovementioned Fiscals. The remainder of our top 10 customers have not been named in this Draft Red Herring Prospectus due to non-receipt of consents from such customers. The top 10 customers of our Company vary each fiscal depending upon the contracts and their realisation during each fiscal. Our top customer for the Fiscal 2025, Fiscals 2024 and Fiscal 2023 contributed 16.76%, 10.77% and 15.81% to our revenue from operations, respectively. Our customers are a mix of private and governmental enterprises, with private enterprises contributing the majority to our revenue from operations. In the WWT and WRR segments, our target customers are EPC companies who bid for STP projects / WRR projects, serving ultimately municipalities and government agencies that award these projects; whereas in the SWT segment, we are currently operating two SWT projects in Goa for the Goa Waste Management Corporation, a Government of Goa undertaking. Our Subsidiary, Hindustan Waste Treatment Private Limited has secured awards from a public sector oil marketing company for the engineering, procurement, commissioning and operation & maintenance for a period of 10 years, of: (i) a 125 TPD unsegregated MSW based compressed biogas (CBG) plant for commercial use at Tinsukia, Assam in April 2025; and (ii) a 300 TPD segregated MSW based compressed biogas plant for commercial use at Bhubaneswar, Odisha in May 2025. We expect that we will continue to be reliant on our major customers for the foreseeable future. Accordingly, any failure to retain these customers and/or negotiate and execute contracts on terms that are commercially viable, with these select customers, could adversely affect our business, results of operations and financial condition. In addition, any defaults or delays in payments by a major customer or the insolvency or financial distress by a major customer may have an adverse effect on our business, results of operations and financial condition. 48In our WWT and WRR segments, we usually do not enter into long-term contracts with our customers and conduct our operations by way of purchase orders or letters of intent of varying durations with customers. These purchase orders or letters of intent with customers generally can be terminated by our customers with or without notice. While we have not experienced any cancellation or termination of a project forming part of our order book in the last three Financial Years, there can be no assurance that orders will not be cancelled or terminated prematurely in the future, and we will receive any applicable termination payments in time or at all or that the amount paid will be adequate to enable us to recover its investments in respect of the prematurely cancelled order. Accordingly, the termination could adversely affect our business, results of operations and financial condition. Cancellation by customers or delay or reduction in their orders or instances where anticipated orders fail to materialize can result in mismatch between our inventories of raw materials and of manufactured technology products, thereby increasing our costs relating to maintaining our inventory and reducing our margins, which may adversely affect our profitability and liquidity. Additionally, any failure to meet our customers’ expectations or requirements could result in the cancellation or non-renewal of contracts or purchase orders. There are also a number of factors, other than our performance that could cause the loss of a customer. Customers may demand price reductions, set-off any payment obligations, require indemnification for themselves or their affiliates, or replace their existing products with alternative products, any of which may have an adverse effect on our business, results of operations and financial condition. 3. Our business has grown, including our revenue from operations that has grown at a CAGR of 15.91% from ₹5,194.47 million in Fiscal 2023 to ₹6,978.58 million in Fiscal 2025, and we may fail to manage our growth effectively. We have experienced growth in our business. Our revenue from operations has grown at a CAGR of 15.91% from ₹ 5,194.47 million in Fiscal 2023 to ₹6,978.58 million in Fiscal 2025. This growth places a significant strain on our existing financial resources. Continued growth could also strain our ability to maintain reliable service levels for our clients. If we do not manage our growth effectively, increases in our operating expenses and capital investments / expenditures could outpace any increases in our revenue, which could have a material adverse effect on our results of operations and cash flows. Also, set forth below are our order book details for the WWT and SWT segments for the respective periods indicated: As at Particulars Details WWT order book (in ₹ million) 4,597.53 As a % of revenue from operations from WWT segment in Fiscal 2025 97.98% As a % of total revenue from operations in Fiscal 2025 65.88% March 31, 2025 SWT order book (in ₹ million) 1,006.34 As a % of revenue from operations from SWT segment in Fiscal 2025 84.31% As a % of total revenue from operations in Fiscal 2025 14.42% WWT order book (in ₹ million) 6,564.47 As a % of revenue from operations from WWT segment in Fiscal 2024 125.17% As a % of total revenue from operations in Fiscal 2024 99.84% March 31, 2024 SWT order book (in ₹ million) 1,287.87 As a % of revenue from operations from SWT segment in Fiscal 2024 256.61% As a % of total revenue from operations in Fiscal 2024 19.59% WWT order book (in ₹ million) 5,574.20 As a % of revenue from operations from WWT segment in Fiscal 2023 147.80% As a % of total revenue from operations in Fiscal 2023 107.31% March 31, 2023 SWT order book (in ₹ million) 858.32 As a % of revenue from operations from SWT segment in Fiscal 2023 117.03% As a % of total revenue from operations in Fiscal 2023 16.52% The order book building for the new WRR segment has started from Fiscal 2026 on receipt of our first WRR order in July 2025. As on August 15, 2025, our Total Order Book stood at ₹12,675.01 million. In the past, WWT segment has contributed to the majority of the revenue from operations. As part of our WWT business operations, we collaborate closely with EPC players from the pre-tendering process till the final commissioning stage, which allows us better visibility into project schedules, thereby reducing the possibility of losses on account of delays, cancellations or reduction in orders from our customers. Further, we schedule our inventory management, procurement of raw materials and production schedules in a manner that reduces risks on account of change in orders, which is further aided by certain of our products being standard and interchangeable, 49allowing the product to be utilized for other projects in case a project gets delayed or cancelled. Additionally, in order to reduce our financial risk on trade receivables, we emphasize to secure payments through letters of credit. We typically undertake our WWT business operations on the basis of purchase orders or letters of intent of varying durations with customers, since our technology offerings are project-specific and the commercial terms vary for each project. While the lack of long-term contracts can contribute to uncertainty regarding the predictability and stability of our revenue realizations, operating with purchase orders or letters of intent negotiated on a case-to- case basis allow us to remain flexible and responsive to market demands. Further, our historical growth rates may not be indicative of future growth, and we cannot assure you that we will be able to maintain our past growth rate or secure as many customers as we have in the past. The market for our technology products and services may not continue to grow at the rate we expect or at all, and our client base may decline because of increased competition in the sector. An inability to effectively manage our growth and expansion may have a material adverse effect on our business prospects and future financial performance. However, there can be no assurance that our growth strategy will be successful or that we will be able to continue to expand further, or at the same rate. The success of our business will depend greatly on our ability to effectively implement our business and growth strategy, which will be subject to a range of factors, including our ability to identify market opportunities, compete with existing companies in our markets, hire and train qualified personnel, add new strategic partners, develop or acquire new technology, the continued growth in demand for environmental technology services and changes in regulatory environment. Many of these factors are beyond our control and there is no assurance that we will succeed in implementing our strategy. Additionally, we may face increased risks when we enter new service areas or enter new markets internationally. We may find it difficult to hire, train and retain qualified employees in the new service areas / regions, and may experience high set-up costs and dedication of substantial time and efforts of our management towards such objectives, which may not necessarily translate into growth levels at par with our existing business portfolio. As part of our expansion strategy, we may look to extend our presence internationally. Expansion into new geographic regions subjects us to various challenges, including those relating to our lack of familiarity with the culture and economic conditions of these new regions, language barriers, difficulties in staffing and managing such operations, and the lack of brand recognition and reputation in such regions. The risks involved in entering new geographic markets and expanding operations, may be higher than expected, and we may face significant competition in such markets. By expanding into new geographical regions, we could be subject to additional risks associated with establishing and conducting operations, including compliance with a wide range of laws, regulations and practices, including uncertainties associated with changes in laws, regulations and practices and their interpretation; exposure to expropriation or other government actions; and political, economic and social instability. Our business growth could strain our managerial, operational and financial resources. Our ability to manage future growth will depend on our ability to continue to implement and improve operational, financial and management systems on a timely basis and to expand, train, motivate and manage our personnel. There can be no assurance that our personnel, systems, procedures and controls will be adequate to support our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may adversely affect our growth prospects. Our inability to manage our business and implement our growth strategy could have a material adverse effect on our business, financial condition and profitability. 4. Our Company has experienced an increase in our cash conversion cycle and may experience longer cash conversion cycles in the future. Our business requires a significant amount of working capital to finance our business operations and our inability to manage our working capital requirements may adversely affect our cash conversion cycle in the future. Our Company’s cash conversion cycle is computed as trade receivables days plus inventory days minus trade payable days. Set forth below are the details with respect to our cash conversion cycle on a standalone basis: Particulars As of Marc h 31, 2025 As of March 31, 2024 As of March 31, 2023 Trade receivables days(1) 262 197 158 Inventory days(2) 106 78 67 Trade payable days(3) 109 134 135 Cash Conversion Cycle (Days) 259 141 90 (1) Trade receivable days is derived as trade receivables at the period end multiplied by 365 divided by revenue from operations. (2) Inventory days is calculated as inventory at the period end multiplied by 365 divided by cost of goods sold during the period. (3) Trade payable days is derived as trade payable at the period end multiplied by 365 divided by cost of goods sold during the period. 50Our cash conversion cycles are dependent on our customers’ business operations and financial performance to take the delivery of our technologies and make payment of our receivables, our inventory management and credit period allowed by our vendors. The financial condition of our customers may be affected by the performance of their business which may be impacted by several factors including the general economic conditions. While we have not experienced any such material instances in the past, we cannot assure you of the continued viability of our customers or that we will be able to accurately assess their creditworthiness. We also cannot assure you that we will be able to collect the whole or any part of any overdue payments. We cannot assure you that we are or will be able to accurately assess the creditworthiness of each of our customers before entering into agreements or extending credit terms, neither can we guarantee that each of these customers will be able to strictly follow and enforce the payment schedules provided in the agreements. Any inability of our customers to pay us in a timely manner may adversely affect our liquidity and cash flows, which in turn has a material adverse effect on our business operations and financial condition. We cannot assure you that we will not experience any significant cash flow mismatches in the future. If we fail to properly manage the possible cash flow mismatches, our financial condition, results of operations and cash flows could be materially and adversely affected. 5. We have high working capital requirements, and may require additional financing to meet those requirements, which could have a material adverse effect on our results of operations, cash flows and financial condition. The working capital as a percentage of total revenue from operations was 63.51%, 39.94% and 27.77% for Fiscals 2025, 2024 and 2023, respectively. We are required to maintain a high level of working capital for our business operations, primarily for funding our purchase of raw materials, stock-in-trade and managing our trade receivables for our WWT business operations, primarily in the second half of the financial year. Accordingly, our Company has substantial working capital requirements for carrying out our WWT business operations. The actual amount and timing of our future working capital requirements may differ from estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, design changes, technological changes, additional market developments and new opportunities in the industry. As we pursue our growth plan, we expect that we will have to raise additional funds by incurring further indebtedness or issuing additional equity to meet our investment or capital expenditures or working capital needs in the future. Our sources of additional financing, in the event that we need to draw on them to meet our working capital or capital expenditure needs, may include the incurrence of debt, the issue of equity or debt securities or a combination of both. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. If we decide to raise additional funds through the incurrence of debt or issuance of debt securities or a combination of both, our interest and debt repayment obligations will increase, which could have a significant effect on our profitability and cash flows. If we do incur debt in the future, our interest and debt repayment obligations will increase, which may adversely affect our profitability and cash flows. We may also become subject to restrictive covenants in our financing agreements, which could limit our ability to access cash flows from operations and undertake certain types of transactions. Any issuance of equity to raise additional funds, on the other hand, would result in a dilution of the ownership of existing shareholders and our earnings per Equity Share. The table below provides details of our working capital borrowings: Working capital loans as on Particulars Details Outstanding Amount (in ₹ million) 120.00 March 31, 2025 Percentage of Total Borrowings (%) 61.22% Outstanding Amount (in ₹ million) 725.92 March 31, 2024 Percentage of Total Borrowings (%) 88.95% Outstanding Amount (in ₹ million) 457.88 March 31, 2023 Percentage of Total Borrowings (%) 100.00% Note: Based on audited standalone financials of our Company. We typically rely on internal accruals as well as credit facilities with banks to fund our working capital requirements. The table below sets forth details of certain parameters (on standalone basis) as of the dates indicated: As of March 31, Particulars 2025 2024 2023 Inventory (in ₹ million) 637.21 568.34 419.90 51As of March 31, Particulars 2025 2024 2023 Trade Receivables (in ₹ million) 3,404.60 2,812.78 1,777.18 Trade Payables (in ₹ million) 660.81 973.39 846.25 Inventory days(1) 106 78 67 Trade receivable days(2) 262 197 158 Trade payable days(3) 109 134 135 Cash conversion cycle (in days) (4) 259 141 90 (1) Inventory days is calculated as inventory at the period end multiplied by 365 divided by Cost of Goods sold during the period. (2) Trade receivables days is derived as trade receivables at the period end multiplied by 365 divided by revenue from operations. (3) Trade payable days is derived as trade payable at the period end multiplied by 365 divided by Cost of Goods sold during the period. Our Company’s standalone working capital requirement were ₹3,012.94 million, ₹2,084.47 million and ₹1,143.64 million for the Fiscals 2025, 2024 and 2023, respectively. The working capital as a percentage of total revenue from operations were 63.51%, 39.94% and 27.77% for Fiscals 2025, 2024 and 2023, respectively. Our working capital requirements may increase if the payment terms in our agreements with our clients include reduced advance payments or longer payment schedules. For further details, see “Objects of the Offer” on page 151. Further, our Company’s trade receivables days is derived by multiplying trade receivables at the period end by 365 and dividing by its revenue from operations. Our Company generates a significant proportion of its revenue from WWT business operations in the second half of the financial year, which leads to higher trade receivables at year-end. Accordingly, the increase in trade receivable days is primarily attributed to the year-on-year growth in revenue from operations in the second half of the financial year. Further, our Company’s inventory days is calculated as inventory at the period end multiplied by 365 divided by the cost of goods sold during the period. Our Company maintains inventories for supplying equipment to STPs. Due to increasing in-house manufacturing of components, our Company saw an increase in inventory days from 67 days in Fiscal 2023 to 78 days is Fiscal 2024 and to 106 days is Fiscal 2025. The table below sets forth the details of our Company’s standalone trade receivables which are more than 6 months old: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Trade Receivables (in ₹ million) (A) 3,404.60 2,812.78 1,777.18 Out of above, trade receivable which is more than 6-month 376.08 374.21 147.23 old (in ₹ million) (B) % B/A 11.05% 13.30% 8.28% These factors may result in increases in the amount of our receivables and short-term borrowings. Continued increases in our working capital requirements or our inability to obtain financing at favourable terms, or at all may have a material adverse effect on our financial condition, results of operations and cash flows. We cannot assure you that we will be able to obtain financing at favourable terms in future. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows and our capacity to service debt in a rising interest rate environment. 6. We require substantial capital expenditure / investment and working capital requirements in relation to our SWT business operations, and may require additional financing including working capital to meet those requirements, which could have a material adverse effect on our results of operations, cash flows and financial condition. The SWT industry is capital-intensive in nature. The agreements entered into with our customers in the SWT segment required an investment of up to 25% of the project cost in the form of equity, which is being repaid over several years after commissioning. In addition, we are also required to provide performance bank guarantee amounting up to 10% of the project cost which is released after issuance of completion certificate or other agreed milestone. Also, we experience working capital requirement while carrying out the SWT projects on EPC or similar model, and also while carrying out operations and maintenance of SWT projects. Further, we require working capital financing towards our SWT business operations. The actual amount and timing of our future investments or capital expenditure or working capital requirements may differ from estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, design changes, technological changes, additional market developments and new opportunities in the industry. As we pursue our growth plan, we expect that we will have to raise additional funds by incurring further indebtedness or issuing additional equity to meet our investment or capital expenditures or working capital needs in the future for carrying out business operations in our SWT segment. Our sources of additional financing, in the 52event that we need to draw on them to meet our working capital or capital expenditure needs, may include the incurrence of debt, the issue of equity or debt securities or a combination of both. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from banks, investor confidence, the continued success of our operations and other laws that are conducive to our raising capital in this manner. If we decide to raise additional funds through the incurrence of debt or issuance of debt securities or a combination of both, our interest and debt repayment obligations will increase, which could have a significant effect on our profitability and cash flows. If we do incur debt in the future, our interest and debt repayment obligations will increase, which may adversely affect our profitability and cash flows. We may also become subject to restrictive covenants in our financing agreements, which could limit our ability to access cash flows from operations and undertake certain types of transactions. We cannot assure you that we will be able to obtain financing at favourable terms in future. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows and our capacity to service debt in a rising interest rate environment. 7. Our Subsidiary, SFC Umwelttechnik GmbH has been, and continues to be, involved in material legal proceedings. Our Subsidiary, SFC Umwelttechnik GmbH is involved in a material litigation in Portugal with respect to one of its projects. The Municipality of Paços de Ferreira (“Petitioner”) filed a suit before the Administrative and Fiscal Court of Porto (Tribunal Administrativo E Fiscal Do Porto Unidade Orgânica 2) Portugal against our Subsidiary, SFC Umwelttechnik GmbH and others (“Suit”). In the Suit, it was alleged that there were technical deficiencies in the supplies by SFC Umwelttechnik GmbH in the supply of its services and equipment for the sewage treatment plant in Arreigada, Portugal pursuant to the Sale Contract dated October 8, 2018 (read with addendum dated March 21, 2019) to Hidurbe Servicos, S.A. In the Suit, the Petitioner has demanded liquidated damages of around €5.6 million* from SFC Umwelttechnik GmbH. SFC Umwelttechnik GmbH submitted the statement of defence for the said Suit on October 28, 2024. The matter is currently pending before the Administrative and Fiscal Court of Porto. * Amounts to ₹567.50 million (For the purposes of calculation of amount in ₹ terms, the exchange rate as on August 22, 2025 has been considered. The rate of conversion of 1 Euro as on August 22, 2025 was ₹101.34 (Source: www.rbi.org.in). For further information, see “Outstanding Litigation and Other Material Developments – Litigation proceedings involving our Subsidiaries” on page 507 of the DRHP. An adverse outcome in this matter may require us to pay damages to the Petitioner. We cannot assure you that the provisioned amounts will be sufficient to cover liabilities in all our outstanding legal proceedings or that we will have sufficient liquidity to cover such payment obligations when they become due, if at all. Unfavourable outcomes in legal proceedings involving us may adversely affect our business, financial condition and results of operations. 8. Delays in receiving payment of outstanding dues from third parties may affect our financial condition and results of operations. Our Company experienced an increase in trade receivable days from 158 days in Fiscal 2023, to 197 days in Fiscal 2024 and to 262 days in Fiscal 2025. The primary collection risk of our trade receivables relates to the failure by clients to pay in a timely manner and in full, for the products and services that we have provided. Further, since our Company typically earns more revenue from operations in the second half of a financial year and more so in the last quarter of the financial year that the first half of the financial year, our Company saw an increase in trade receivable days from 158 days in Fiscal 2023, to 197 days in Fiscal 2024 and to 262 days in Fiscal 2025. We cannot assure you that we will be able to collect the full principal sums from our clients. Even for those who partially pay their bills, we may not be able to collect their remaining payments in a timely manner, or at all. Set forth below are details of our Company’s trade receivables and trade receivables turnover ratios (on standalone basis) for the Fiscals 2025, 2024 and 2023: Fiscal Particulars 2025 2024 2023 Trade receivables (in ₹ million) 3,404.60 2,812.78 1,777.18 Trade receivables turnover ratio (days)* 262 197 158 *Trade receivables days is derived as trade receivables at the period end multiplied by 365 divided by revenue from operations. While we undertake periodic review of the outstanding amounts, regular follow-ups with parties for recovery of payments and strengthening collection processes and emphasise on taking letters of credit, there is no assurance that we will be successful in doing so. While there have not been any instances of delays in receiving payment of significant outstanding dues in the three preceding Fiscals, any significant delays in receiving payment of significant outstanding dues from third parties may have a material adverse impact on our business, financial condition, results of operations and prospects. 539. We depend on a few suppliers for the supply of majority of our raw materials and we do not have continuing and exclusive supply agreements with all of them. Any interruptions in the supply of raw materials, fluctuations in raw material prices or any failure by our suppliers to make timely delivery of raw materials could adversely affect our business, results of operations and financial conditions. We depend on a limited number of third-party suppliers for supply of raw materials and components required for our operations, which subjects us to concentration risk. Some of our primary raw materials and components for manufacturing include decanters, diffusers, spares and PVC pipes. We procure these materials typically through purchase orders which set out the terms and conditions in relation to quantity, pricing and delivery details and do not enter into any continuing and exclusive supply agreements with our suppliers, making our business vulnerable to fluctuations in prices of materials. If our suppliers do not perform their obligations in a timely manner or cease operations or decide to discontinue our supply relationships, or at all, we would need to find alternative suppliers, within a requisite span of time and our ability to manufacture our products may be adversely affected and we may breach our contractual obligations to our customers. Further, our suppliers may unilaterally terminate their obligations under the supply agreements, which may result in the breach of our contractual obligations to our customers. For instance, as per a supply agreement entered between our Company and one of our key suppliers, for the exclusive distribution in India in the municipal wastewater treatment plants market of certain WRR components, the key supplier is entitled to terminate the supply agreement if our Company fails to meet the minimum quantity for supply of certain products. While we have not experienced any instance where any of our suppliers did not fulfil their obligations in a timely manner in the last three Fiscals that resulted in a material adverse impact on our operations, we cannot assure that such instances will not arise in the future. Given the sensitivity of our operations to material costs, effective management of our supply chain and strategic sourcing remains crucial to mitigating these risks. See also, “Our Business – Procurement” on page 286. The table below sets forth details of our consolidated expenses for purchases of stock in trade and purchase of material consumed to our top one, top five and top 10 suppliers in the financials years indicated: Fiscal 2025 2024 2023 Purchase of % of stock in Purchase of % of stock in Purchase of % of stock in Supplier stock in trade trade and raw stock in trade trade and raw stock in trade trade and raw Concentration and raw material and raw material and raw material material material material (in ₹ million) (in ₹ million) (in ₹ million) Top 1 312.81 10.34% 544.30 15.83% 392.00 11.96% Top 5 961.40 31.79% 1,667.77 48.52% 1,535.00 46.84% Top 10 1,442.76 47.71% 2,189.94 63.71% 2,019.00 61.61% Note: The top 10 suppliers of our Company in the three Fiscals include TurboMax Company Limited, Yucheon International Co. Ltd., Environmental Dynamics International INC, SSI Aeration Private Limited, Gatilek Pvt. Ltd., Akash Steel Crafts Pvt. Ltd. and CEE Square Engineers. These suppliers may not be our top 10 suppliers in each of the abovementioned Fiscals and the disclosure of names has only been made for such suppliers who have consented to being named. The remainder of our top 10 suppliers have not been named in this Draft Red Herring Prospectus due to non-receipt of consents from such suppliers and potential confidentiality restrictions. We source some of our key raw materials and stock-in-trade such as decanters core parts, membranes, turbo blowers, fiber disc filter etc. from foreign suppliers. We generally source our raw materials and stock-in-trade from countries such as United States, South Korea, Netherlands, Austria, Germany and China. While we have not experienced any significant delays, interruptions or reductions in the import of raw materials and stock-in-trade, there can be no assurance that we will be able to find alternate sources for the procurement of raw materials or components in a timely manner or at all and we cannot be certain that we will be able to obtain raw materials or stock-in-trade meeting the specified quality standards on commercially acceptable terms, or that our suppliers will perform as expected. The following table sets forth our purchase of raw materials and stock-in-trade costs attributable to imports, in absolute terms and as a percentage to total purchase of raw materials and total purchase of stock-in-trade, respectively. a) Details of purchase of raw material For the Financial Year ended March 31 Particulars 2025 2024 2023 Import (in ₹ million) 126.97 212.88 0.23 % of total purchase of raw material 7.26% 15.40% 0.03% 54Domestic (in ₹ million) 1,622.39 1,169.14 760.37 % of total purchase of raw material 92.74% 84.60% 99.97% Total purchase of raw material 1,749.36 1,382.02 760.61 b) Details of purchase of stock-in-trade For the Financial Year ended March 31 Particulars 2025 2024 2023 Domestic (in ₹ million) 361.09 452.51 1,147.43 % of total purchase of stock-in-trade 28.33% 22.01% 45.60% Import (in ₹ million) 913.55 1,603.02 1,368.94 % of total purchase of stock-in-trade 71.67% 77.99% 54.40% Total purchase of stock-in-trade 1,274.64 2,055.52 2,516.36 If one or more of our suppliers ceases supply to our Company for reasons including due to commercial disagreements, insolvency of the supplier or supply chain issues, we may be unable to source our raw materials from alternative suppliers on similar commercial terms or within a reasonable timeframe. This may adversely impact our production and eventually our business, results of operations, financial conditions and cash flows. In such a scenario, we may also breach contractual terms of delivery and installation which we have entered into with our customers, which may have an adverse impact on our results of operations, financial conditions and cash flows. Further, our dependency on foreign suppliers subject us to a variety of risks and uncertainties. The political and economic instability in the countries in which the foreign suppliers are located, the financial instability of the suppliers, labour issues experienced by suppliers, disruption in the transportation of the raw materials or stock-in- trade by the suppliers, including as a result of labour slowdowns, currency exchange rates, transport availability and cost, transport security, inflation and other operational factors relating to suppliers and the countries in which they are located are beyond our control. Further, the increase in prices of oil and gas may also affect our transportation costs. We cannot assure you that we will be able to continue to obtain adequate import of raw materials and stock-in-trade, in a timely manner, in the future, which may in turn adversely affect our business, cash flows, financial condition and results of operations. 10. The assets we operate, and the handling and treatment of waste expose us to safety, operational and other risks, including the risk of personal injury to our employees or third parties. Failure to limit our exposure to such risks may subject us to significant disruptions in our business, legal and regulatory actions, costs, and liabilities and could have an adverse impact on our results of operations. Our business requires our team members to handle the wastes which may be infectious or hazardous to life and property. Our operations include activities that could be hazardous to the health of our employees which include risks such as infections, exposure to harmful waste materials, equipment malfunctions, work accidents, fire or explosion, including hazards that may cause injury and loss of life, environmental damage. The provision of environmental technology and services, including the operation of our facilities and other waste-related assets, involves risks. While we try to handle such materials with care and in accordance with accepted and safe methods, the possibility of accidents, leaks, and spills (including those caused by natural disasters) always exists. Although our Company has not experienced any material instance in the past of personal injury to our employees or third parties owing to the assets operated by our Company, and the handling and treatment of wastes as part of our Company’s business operations, consequently no compensation has been paid by our Company, nor have we received any insurance claim out of the total compensation nor any suit been filed against our Company in this regard. Further, these risks may present possible exposure to contaminated or infectious waste or other hazardous materials include, among others, the risk of equipment defects, damaged or leaking containers, improper storage of waste, placement of prohibited materials into the waste stream, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction. While we seek to minimize our exposure to these risks through maintenance, training and compliance programs, any substantial losses could have a material adverse effect on our business, results of operations and financial condition. Further, while we carry liability insurance intended to cover these contingencies, and have additionally obtained mediclaim insurance, and fire and allied perils insurance policies to protect against such hazards, instances may occur that are not insured against or that are inadequately insured against. An uninsured or underinsured loss could be substantial and could impair our profitability and reduce our liquidity. While we provide a safe and healthy working environment which is compliant with applicable occupational health 55and safety norms, we may encounter accidents at our facilities. Any such accident may result in personal injury to our employees, or the labour deployed at our facilities, destruction of property or equipment, manufacturing or delivery delays, environmental damage, or may lead to suspension of our operations and/or imposition of liabilities. Additionally, the occurrence of any of these risks may also adversely affect public perception about our operations, the perception of our suppliers and clients and the morale and attrition rate of our employees. These liabilities and costs could have a material adverse effect on our business, results of operations and financial condition. Any incident or accident involving personal injury or death of the personnel involved may result in litigations, the outcome of which is difficult to assess or quantify, the cost to defend such litigation can be significant and our insurance may not be sufficient to provide complete coverage. As a result, the costs to defend any action or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative publicity associated therewith, may have a negative effect on our business, results of operations, financial condition, cash flows and future prospects. We may be unable to mitigate these risks through contractual limitations of liability, indemnities and insurance. Losses may arise from risks not addressed in our agreements or insurance policies, or we may be unable to obtain adequate insurance against some risks on commercially reasonable terms. The occurrence of any hazards could result in a suspension of operations and the imposition of civil or criminal liabilities. We may also face claims and litigation, in India or overseas, filed on behalf of persons alleging injury predominantly as a result of occupational exposure to hazards at our facilities. If these claims and lawsuits, individually or in the aggregate, are resolved against us, our business, results of operations and financial condition could be adversely affected. 11. Failure by third parties to supply, manufacture or deliver materials and components according to schedules, prices, quality, and volumes that are acceptable to us, or our inability to manage these materials and parts effectively may lead to delays in delivery of technology solutions to our customers, resulting in an adverse effect on our business, sales, and our ability to retain and expand our base of customers. Our technology offerings contain materials, components and equipment purchased from a network of suppliers which exposes us to potential component shortages or delays. Unexpected changes in business conditions, materials pricing, labour issues, outbreak of wars, trade policies, natural disasters, health epidemics such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver raw materials or components to us or to remain solvent and operational. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to materials, components and equipment, and require us to search for new suppliers. We have an exclusive supply agreement with one of our suppliers pursuant to which we cannot engage or promote other suppliers providing the components supplied by our exclusive supplier, which limits our ability to source those components from other suppliers. Additionally, we have entered into strategic partnerships through distributor agreement / supply agreements / license agreements executed with certain foreign suppliers by virtue of which our Company has the exclusive rights to procure / sell / manufacture technology components. In case these agreements were to expire, or the terms are renegotiated, we could face supply chain disruptions or price fluctuations which could adversely affect our business operations and profitability. The unavailability of any material / component / equipment or supplier could result in production delays, inability to manufacture / produce our technologies, idle manufacturing facilities, product design changes, failure to supply / deliver our product offerings to our customers on time or at all. Our suppliers may not be willing or able to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources. While we have not experienced any such material instances in the past and we may be able to secure additional or alternate sources for most of our components, there is no assurance that we will be able to do so quickly or at all. Set forth below is the break-up of the stock purchased from domestic suppliers and the stock purchased through import: (in ₹ million) For the Fiscal ended Purchases of Stock-in-trade March 31, 2025 March 31, 2024 March 31, 2023 Purchase of goods and services (Domestic) 361.09 452.51 1,147.43 Purchase of goods and services (Imports) 913.55 1,603.02 1,368.94 Total Purchases of Stock-in-trade 1,274.64 2,055.52 2,516.36 If we are unable to accurately match the timing and quantities of raw materials and component purchases to our actual needs or successfully implement inventory management and other systems to manage our supply chain and components management, we may incur unexpected production disruption, storage, transportation and write-off 56costs, which may harm our business and operating results. 12. The SWT projects we operate have been awarded primarily through competitive bidding process and our bids may not always be accepted. We may not be able to qualify for, compete and win projects, which could adversely affect our business and results of operations. Further, our ability to negotiate the standard form of contracts for our projects may be limited and certain unusual or onerous provisions may be imposed on us, which may restrict our flexibility in undertaking our business and thereby affect the efficient execution and profitability of our projects. Additionally, we have experienced a reduction in revenue from our SWT operations of 31.57% between Fiscals 2023 and 2024. As a part of our business and operations, we bid for SWT projects basis our evaluation of the feasibility and commercial viability of the respective projects. We derive a portion of our revenue from contracts awarded by undertakings of the central and state governments in India. The table below sets forth the details of bids submitted, and the projects awarded to the Company with respect to its SWT operations since April 1, 2022: SWT bids submitted since April 1, 2022 Status 4 2 tenders were awarded and 2 are under retendering During the Fiscals 2025, 2024 and 2023, revenue generated from SWT contracts awarded by central and state government agencies represented 16.76%, 6.82% and 11.45% of our consolidated revenue from operations in such periods, respectively. The revenue from our SWT business segment declined from FY 2023 to FY 2024 primarily on account of the reduction in non-recurring revenues based on SWT operations being conducted through our Company’s subsidiaries, namely Hindustan Waste Treatment Private Limited (“HWT”) and Vasudha Waste Treatment Private Limited (“VWT”). The Company’s revenue from the SWT business segment during the period from Fiscal 2023 to Fiscal 2025 included significant amount of non-recurring revenues from EPC services, design, engineering and construction services, as well as remediation and ancillary civil work related to the North Goa Plant (being operated by HWT) and the South Goa Plant (being operated by VWT). These revenues are based on contracts with the Goa Waste Management Corporation and are of non-recurring nature. The projects are awarded following competitive bidding processes and satisfaction of prescribed qualification criteria. Further, some of these agreements are entered into for a fixed period of time and do not provide for auto renewal post their expiration. For instance, the concession agreement with Goa Waste Management Corporation has been issued to VWTPL for a period of 11.5 years from the date when VWTPL took over the project site for the completion of construction work in 1.5 years and an operational period of 10 years and to HWTPL for a period of 10 years, and do not provide for renewal post its expiration. We spend considerable time and resources in the preparation and submission of bids. We cannot assure you that we would bid where we have been prequalified to submit a bid or that our bids, when submitted or if already submitted, would be accepted. If we are not able to qualify in our own right to bid for projects, we may be required to partner and collaborate with other companies in bids for such projects. While we continue to source other customers and enter into other contracts, there can be no assurance that we will be able to entirely substitute the revenue generated from existing customers. If we are unable to partner with other companies or lack the credentials to be the partner-of-choice for other companies, we may lose the opportunity to bid for projects, which could affect our growth plans. In addition, the government conducted tender processes may be subject to change in qualification criteria, unexpected delays and uncertainties. There can be no assurance that the projects for which we bid will be tendered within a reasonable time, or at all. Our Company’s success in bagging SWT projects is dependent on the award of government contracts under the tendering process to us, thereby limiting our ability to diversify our client base since the SWT projects fall under the purview of government bodies. However, the qualification criteria for each government tender vary and our Company has developed the following key strengths to improve its bidding process and enhance qualification criteria to support its ability to secure such contracts: a) Established track record: Our Company has experience in the SWT sector, having set up and currently operating two integrated solid waste management plants in Goa for the Goa Waste Management Corporation. b) Distinguishing operating results: As per the F&S Report, our Company is among the market leaders in the MSW space basis our operational results and comprehensive solutions. c) Strategic partnerships: Our Company has entered into an MoU with a large Indian natural gas conglomerate to jointly explore the opportunities to setup compressed biogas (“CBG”) plants and an MOU with a large Indian oil and natural gas conglomerate to set up municipal solid waste plants for producing compressed biogas. d) Financial track record: Our Company has a stable net worth and turnover history, which supports its financial qualification for tenders. Additionally, within the SWT segment, unlike municipal solid waste treatment projects which are based on 57government tenders, agro-based biogas and compressed biogas projects can be developed on a private basis, reducing dependency on government tenders. Further, in the event that new SWT projects which have been announced and which we plan to bid for are not put up for tender within the announced timeframe, or qualification criteria are modified such that we are unable to qualify, our business, prospects, financial condition, cash flows and results of operations could be materially and adversely affected. Our ability to negotiate the terms of contracts with governmental agencies, is limited and certain unusual or onerous provisions may be imposed on us. These contracts typically have certain inherent risks associated with them, including, fixed payment intervals and terms, and our inability to renegotiate financial terms or to seek extension on the expiry of the initial term. The contract would also impose certain onerous provisions on us including restrictions in relation right to terminate the contract unilaterally without assigning any reason, liability of defects arising after termination of agreements, commitment compliance with operation and maintenance requirements, right to change the scope of work and associated details unilaterally. These onerous conditions may affect the efficient execution of our projects and may have adverse effects on our profitability. Further, projects awarded to us may be subject to litigation by unsuccessful bidders. Legal proceedings may result in delay in award of the projects and/or notification of appointed dates, for the bids where we have been successful, which may result in us having to retain unallocated resources and as a result, it would adversely affect our results of operations and financial condition. Further, we may be required to incur substantial expenditure, time and resources in defending such litigations. Any unsuccessful outcome in any such proceedings may lead to termination of a contract awarded to us, which could have a material adverse effect on our future revenues and profits. 13. Under-utilization of our manufacturing and installed waste treatment capacities, and an inability to effectively utilize our current capacities could have an adverse effect on our business, prospects and future financial performance. Our existing manufacturing plants in Maharashtra, India with respect to our wastewater treatment operations and our solid waste treatment plants in Goa, India are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of efficiency, obsolescence, labour disputes, natural disasters, industrial accidents and the need to comply with the regulatory requirements. With respect to our wastewater treatment operations, we commenced our decanter manufacturing at Phase I of our Pune decanter unit situated at PAP G/8/7, Chakan Industrial Area, Phase-III, Village Kuruli, Chakan 410 501, Maharashtra, India (Decanter Unit - I) which has now been vacated by our Company in April 2025. Subsequently, to meet our increasing production requirements, we shifted to a larger facility at Phase II of our Pune decanter unit situated at PAP-S-79, Chakan Industrial Area Phase-II, Air Liquide Chowk, Village Savardari, Chakan 410 501, Maharashtra, India. We have also leased premises with built up area admeasuring 5,292.81 sq. mt. located at Gat No. 352/1, Village Bhamboli, Taluka Khed, District Pune 410 501, Maharashtra, India (“Decanter Unit - III”) with an intention to establish our new manufacturing unit to be utilized for the manufacturing of solar sludge dryer systems, diffusers, hollow fibre membranes and fabrication of various equipment required in wastewater treatment and solid waste treatment. Set forth below are the capacity and capacity utilisation details with respect to our manufacturing units for the last three Fiscals: Decanter – Unit I Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 (Refer $ note below) FY 2025$ Actual production in Fiscal 2025 (Refer $ note below) Capacity utilisation (%) (Refer $ note below) Moving Installed capacity as on December 15, 2023 90 meters / month arm Meters FY 2024@$ Actual production in Fiscal 2024 498.20 meters Decanter Capacity utilisation (%) 69.19% Installed capacity as on March 31, 2023 90 meters / month FY 2023# Actual production in Fiscal 2023 372.80 meters Capacity utilisation (%) 103.55% # Calculated for the period from December 1, 2022 to March 31, 2023 since it commenced operations in Fiscal 2023 @Calculated for the period from April 1, 2023 to December 15, 2023, post which decanter manufacturing was shifted to Decanter Unit - II $ During Fiscal 2025, the premises of Decanter Unit I was used for storage of manufactured decanters and for manufacturing and assembly of ‘solar sludge drying systems’ under license from IST-Anlagenbau GmbH. The manufacturing and assembly of solar sludge drying systems was carried out between September 2024 to March 2025 wherein our Company manufactured 14 solar sludge drying system. This Decanter Unit I was vacated by our Company in April 2025, and our Company has taken a larger facility at a nearby location situated at Gat No. 352/1, Village Bhamboli, Taluka Khed, District Pune 410 501, Maharashtra, India which has not commenced operations as on March 31, 2025. 58Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 Decanter – Unit II Unit of Product@ Period Particulars Details measurement Installed capacity as on March 31, 2025 210 meters / month FY 2025 Actual production in Fiscal 2025 2,235.80 meters Capacity utilisation (%) 88.72% Moving Installed capacity as on March 31, 2024 210 meters / month arm Meters FY 2024# Actual production in Fiscal 2024 717.00 meters Decanter Capacity utilisation (%) 97.55% Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA @ In addition, Decanter – Unit II also has the capability to manufacture solar sludge drying systems on an order to order basis. *Commenced operations on December 16, 2023 in Fiscal 2024. # Calculated for the period from December 16, 2023 (when decanter manufacturing was shifted to Unit II) to March 31, 2024. Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 Diffusers: We incorporated our Subsidiary, Fine Aeration Systems Private Limited, to manufacture diffusers at Unit No. 3, Nissar Industrial Park, Gate No. 404/2/5/1/3, Andori, Satara 415 521, Maharashtra, India. Established on December 22, 2022, the manufacturing unit has an installed capacity to manufacture 10,000 units per month. Set forth below are the capacity and capacity utilisation details with respect to our diffusers manufacturing unit for the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 10,000 nos. / month FY 2025 Actual production in Fiscal 2025 77,476.00 Diffuser Capacity utilisation (%) 64.56% assembly Installed capacity as on March 31, 2024 10,000 nos. / month and Numbers FY 2024 Actual production in Fiscal 2024 54,996.00 aeration Capacity utilisation (%) 45.83% piping Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA * Commenced operations on April 27, 2023 in Fiscal 2024 Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 Blowers: Through our Associate, Turbomax India Private Limited, we manufacture turbo blowers at D-32, MIDC Phase II, Sagaon, Dombivli East, Dombivli 421 204, Maharashtra, India. Set forth below are the capacity and capacity utilisation details with respect to our blowers manufacturing unit for the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 30 nos. / year FY 2025 Actual production in Fiscal 2025 3 Capacity utilisation (%) 10.00% Turbo Installed capacity as on March 31, 2024 30 nos. / year blower Numbers FY 2024 Actual production in Fiscal 2024 6 assembly Capacity utilisation (%) 20.00% Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA * Commenced operations on February 15, 2024 in Fiscal 2024 Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 PLC: Through our Subsidiary, Chavare Engineering Private Limited, we manufacture PLC components at D Unit II, Plot No. TS-19, Phase II, MIDC, Sagaon, Dombivli (East) 421 204, Maharashtra, India. Set forth below are the capacity and capacity utilisation details with respect to our PLC manufacturing unit for the last three Fiscals: Unit of Product Period Particulars Details measurement Electronic Numbers FY 2025 Installed capacity as on March 31, 2025 5,500.00 59Unit of Product Period Particulars Details measurement panels, Actual production in Fiscal 2025 3,456.00 Boards Capacity utilisation (%) 62.84% Installed capacity as on March 31, 2024 5,500.00 FY 2024 Actual production in Fiscal 2024 4,076.00 Capacity utilisation (%) 74.12% Installed capacity as on March 31, 2023 5,500.00 FY 2023 Actual production in Fiscal 2023 4,558.00 Capacity utilisation (%) 82.87% Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 C-MEM Hollow Fibre: Through our Step-Down Subsidiary, SFC Ekotechnika, s.r.o, we manufacture C-MEM Hollow Fibre at Krizikova 2107 256 01 Benesov, Czech Republic. Set forth below are the capacity and capacity utilisation details with respect to our C-MEM Hollow Fibre facility the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 6,000.00 FY 2025 Actual production in Fiscal 2025 750.00 Capacity utilisation (%) 12.50% C-MEM Installed capacity as on March 31, 2024 6,000.00 Hollow Pieces FY 2024 Actual production in Fiscal 2024 2,730.00 Fibre Capacity utilisation (%) 45.50% Installed capacity as on March 31, 2023 6,000.00 FY 2023 Actual production in Fiscal 2023 2,100.00 Capacity utilisation (%) 35.00% Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 Our capacity utilisation is affected by the availability of raw materials, industry and market conditions as well as by the technological requirements of our customers. Our waste treatment capacity utilization is also driven by the quantity of solid waste received (in case of municipal solid waste plants) and the availability of agro-waste or residues (in case of agro-waste treatment plants). Underutilization of our manufacturing capacities over extended periods, or significant under-utilization in the short term could adversely impact our business, growth prospects, future financial performance and negatively impact the return on investment of the shareholders on their capital invested. 14. Orders in our order book may be delayed, modified or cancelled, which may have an adverse impact on our business, results of operations and cash flows. Our Total Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments. Our past as well as our existing order book for the WWT, WRR and SWT segments and our growth rate may not be indicative of the number of orders we will receive or our growth in the future. As of August 15, 2025, we had an order book in the waste water treatment segment of ₹6,706.99 million, an order book in the WRR segment of ₹42.60 million and an order book in the SWT segment of ₹5,925.42 million. For further details, see “Our Business – Competitive Strengths – 4. High proportion of repeat business with strong Order book” on page 275. Our order book may be materially impacted if the time taken or amount payable for completion of any ongoing order of our Company changes. The growth of our order book is a cumulative indication of the revenues that we expect to recognize in future periods with respect to our existing contracts. In addition, the actual revenue from operations may vary substantially from the projected value of our order book due to modification and/or cancellation of the projects which have been awarded to us, pursuant to the contractual arrangement with our customers. The order book information included in this Draft Red Herring Prospectus is not audited and does not necessarily indicate our future earnings. It should not be considered in isolation or as a substitute for GAAP performance measures. For further details on our order book, see “Our Business – Competitive Strengths – 4. 60High proportion of repeat business with strong order book” on page 275. Furthermore, we cannot guarantee that the income anticipated in our order book will be realized, or, if realized, will be realized on time or result in profits. Our past as well as our existing order book and our growth rate may not be indicative of the number of orders we will receive or our growth in the future. The order book projects only represent business that we consider “firm” or likely to fructify in the foreseeable future, although cancellations or unanticipated variations or scope or schedule adjustments of these orders may occur. Accordingly, we cannot predict with certainty the extent to which an order forming part of our order book will be performed. There can be no assurance that orders will not be cancelled or terminated prematurely in the future, and we will receive any applicable termination payments in time or at all or that the amount paid will be adequate to enable us to recover its investments in respect of the prematurely cancelled order. In such events, we may have to bear the actual costs for such production incurred by us which may exceed the agreed work, as a result of which our future earnings maybe lower from the amount of the order book and if any of the forgoing risks materialize, our cash flow position, revenues and earnings may be adversely affected. Projects can remain in order book for extended periods of time because of the nature of the project and the timing of the particular services required by the project. For some of the contracts in our order book, our customers are obliged to perform or take certain actions before they can install our technology at their facility. If customers do not perform these and other actions in a timely manner or at all, they could delay collection of finished products from our facilities which could result in a delay in collecting receivables by us and could materially affect our revenues. In addition, if these circumstances have not been addressed in our contracts with customers, our sales / projects could be delayed, modified or cancelled and as a result, our business, results of operations and financial condition could be materially and adversely affected. 15. We have had negative cash flows from operating activities in the past and may continue to have negative cash flows in the future. We have experienced negative cash flows from operations in the recent past. Our consolidated cash flows for the Fiscals 2025, 2024 and 2023 are set forth in the table below: (in ₹ million) Financial Year Particulars 2025 2024 2023 Net cash generated / (used in) from operating activities 655.09 (116.94) 303.91 Net cash generated/ (used in) investing activities 708.27 (771.52) (112.87) Net cash generated/ (used in) from financing activities (1,065.25) 721.37 (228.73) Net increase / (decrease) in cash and cash equivalents 298.12 (167.08) (37.69) Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our ability to operate our business and implement our growth plans. As a result, our business, financial condition and results of operations could be materially and adversely affected. Further, we cannot assure you that our net cash flow will be positive in the future. For further information, see “Management's Discussion and Analysis of Financial Condition and Results of Operations” on page 472. 16. We have incurred indebtedness and are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows. As of June 30, 2025, our total outstanding borrowings (fund based and non-fund based) (on a consolidated basis) aggregated to ₹1,522.76 million. Our financing agreements include conditions and restrictive covenants, including the requirement that we obtain consent from or intimate our respective lenders prior to carrying out certain activities and entering into certain transactions including, among others, effecting any change in our Company’s capital structure, amending our Company’s memorandum of association or articles of association. These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions. Further, a breach of any of the covenants, or a failure to pay interest or indebtedness when due, under this or any of our other financing arrangements, could result in a variety of adverse consequences, including the termination of one or more of our credit facilities, levy of penal interest, the enforcement of any security provided, acceleration of all amounts due under such facilities, any of which may adversely affect our business, results of operations and financial condition. 61Our financing agreements also generally contain certain financial covenants which vary depending on the requirements of the financial institution extending the loan and the conditions negotiated under each financing document. Such covenants may restrict or delay certain actions or initiatives that we may propose to take from time to time. While we have not experienced any instances of past delays in repayment / undergoing restructuring / charging of penal interest, etc. with respect to our borrowings and we have not faced any past instances of enforcement or penalties due to breaches of the covenants under our borrowing documents, we cannot assure you that we will comply with the covenants with respect to our financing arrangements in the future or that we will be able to secure waivers for any such non-compliance in a timely manner or at all. Further, while we have obtained the requisite consents from our lender with respect to the Offer, there can be no assurance that we will be able to obtain such consents for future actions. If the obligations under any of our financing agreements are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make payments under such financing documents, thereby reducing the availability of cash for our working capital requirements and other general corporate purposes. 17. In addition to the existing indebtedness availed by our Subsidiary, Vasudha Waste Treatment Private Limited (“VWT”), it may incur further indebtedness during its business operations and there can be no assurance that it will be able to service the existing and/or additional indebtedness. As on March 31, 2025, the total debt availed by VWT amounted to ₹701.58 million. The details of the debt equity ratio of our Subsidiary, Vasudha Waste Treatment Private Limited are as follows: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Debt to Equity Ratio 5.38 9.41 11.11 1) Total Debt Non-Current (in ₹ million) 411.27 368.45 435.00 Current (in ₹ million) 290.32 433.98 150.01 Total Debt (in ₹ million) 701.58 802.43 585.01 2) Shareholder's Equity (in ₹ million) 130.38 85.30 52.65 In addition to the indebtedness for the existing operations of VWT, it may incur further indebtedness during the course of its business. Vasudha Waste Treatment Private Limited has not obtained any credit ratings as on the date of this Draft Red Herring Prospectus and during the preceding three financial years. We cannot assure you that VWT will be able to obtain further loans at favourable terms. Increased borrowings, if any, may adversely affect VWT’s debt-equity ratio and its ability to borrow at competitive rates. Further, any failure to service VWT’s indebtedness or otherwise perform its obligations under the financing agreements entered with its lenders or which may be entered into by VWT, could trigger penalties or acceleration of repayment of amounts due under such facilities which may cause an adverse effect on VWT’s or our business, financial condition and results of operations. 18. We have experienced delays in payment of certain statutory dues including employee state insurance corporation contributions, provident fund contributions and income tax payments in the past. Our Company, in the regular course of its operations, is required to pay certain statutory dues including the employee state insurance contributions, employee provident fund contributions, income tax payments, tax deductions at source, professional taxes and goods and services tax. In compliance with applicable laws, during the Fiscals 2025, 2024 and 2023, our Company has paid an aggregate amount of ₹902.40 million, ₹961.11 million and ₹584.82 million, respectively as statutory dues to government agencies. Set forth below are the details of our Company’s standalone statutory dues paid during the last three Fiscal years: (in ₹ million) Financial year Statutory Dues 2025 2024 2023 ESIC Employees’ contribution - - 0.00^ Employer's contribution - - 0.01 Provident Fund Employees’ contribution 3.77 3.42 2.95 Employer’s contribution 3.77 3.42 2.95 Income Tax Advance Tax 340.00 337.50 255.00 Self Assessment Tax 49.00 108.53 0.31 Tax deductions at source 131.46 109.09 92.88 GST 373.96 398.77 230.38 62(in ₹ million) Financial year Statutory Dues 2025 2024 2023 Profession Tax Professional tax (Employees) 0.43 0.38 0.33 Professional tax (Company) 0.00 0.00 0.00 Professional tax (Directors) 0.01 0.01 0.01 Total Statutory dues paid during the period 902.40 961.11 584.82 ^ 0.00 represents a value less than ₹0.01 million. As on March 31, 2025, our Company has made employee provident fund contributions for 178 employees. While we have incurred expenses towards payment of the applicable statutory dues, we have, in the past, experienced delays in payments of certain statutory dues. The instances of delayed payments were primarily due to delays in receiving requisite documents from third-party vendors or service providers. Also, in certain cases delays in the verification and reconciliation of tax liabilities have resulted into some delays. Any short or non-payment of statutory dues identified during internal reviews of earlier period are promptly addressed, however the same may get reported as delayed payment since such short or non-payments pertain to such earlier periods. Set forth below are the instances of delays in payment of statutory dues during the last three fiscal years by our Company and Subsidiaries: (in ₹ million) Particulars Name of Entity Fiscal 2025 Fiscal 2024 Fiscal 2023 Hindustan Waste Treatment Private Limited 0.00 0.01 0.01 Employee Provident Vasudha Waste Treatment Private Limited - - 0.02 Fund contributions Fine Aeration Systems Private Limited 0.04 - - Pentagen Biofuels Private Limited 0.17 0.02 - Employee State insurance Hindustan Waste Treatment Private Limited 0.00 - - contributions SFC Environmental Technologies Limited 7.60 0.64 9.00 Goods and Service Hindustan Waste Treatment Private Limited - 0.00 - Tax Pentagen Biofuels Private Limited 0.05 0.01 - Labour Welfare Fund Fine Aeration Systems Private Limited - 0.00 0.00 Contribution Fine Aeration Systems Private Limited - 0.01 - Professional Tax Pentagen Biofuels Private Limited - 0.01 - SFC Environmental Technologies Limited 0.00 0.03 0.01 Tax Collected at Hindustan Waste Treatment Private Limited 0.00 0.08 - Source Vasudha Waste Treatment Private Limited - 0.00 0.00 Chavare Engineering Private Limited 0.00 - - SFC Environmental Technologies Limited 1.95 1.29 4.99 Hindustan Waste Treatment Private Limited 0.03 0.01 - Tax Deducted at Vasudha Waste Treatment Private Limited 0.07 0.07 - Source Fine Aeration Systems Private Limited 0.99 0.15 - Chavare Engineering Private Limited 0.84 0.57 0.28 Pentagen Biofuels Private Limited 1.25 0.42 - ^ 0.00 represents a value less than ₹0.01 million. Our Company has paid all the above outstanding GST and EPF amounts along with the applicable interest, and there are no outstanding dues as on date. Further, since the applicable interest has already been paid, there is no further financial impact due to any delay on the business of our Company. In order to ensure continued compliance, our Company conducts internal audit process that reviews these matters on a regular basis. While our Company has undertaken corrective actions to avoid any such delays in payments in the future, including reviewing and improving the compliance calendar for better tracking of statutory dues, following up with third-party vendors and service providers to ensure the timely receipt of necessary documents, and involving internal teams and consultants to help with accurate calculations and reconciliation of tax liabilities, we cannot assure you that no such delays will occur in the future, and it may have a material impact on our financials or results of operations. 19. The success of our business operations is dependent on our key managerial personnel, including our senior management as well as our ability to attract, train and retain such employees. If we lose key members of our management team or are unable to attract and retain executives, key personnel and employees we need to support our operations and growth, our business and future growth prospects may 63be harmed. Our future success is substantially dependent on the continued services and contributions of our senior management and key managerial personnel, including Sandeep Sudhakar Asolkar, our Chairman and Managing Director. The loss of the services of any of our senior management or other key employees could harm our business. Our future success also depends on our ability to continue to attract, retain and motivate highly skilled employees. The inputs and experience of our key managerial personnel and senior management, in particular, and other key personnel are valuable for the development of our business and operations and the strategic directions taken by us. For further information on our key managerial personnel and Directors, see “Our Management” on page 320. Our ability to sustain our growth depends upon our ability to attract and retain key personnel, developing managerial experience to address emerging business and operating challenges and ensuring a high standard of customer service. We cannot assure you that these individuals or any other member of our key managerial personnel will not leave us or join a competitor or that we will be able to retain such personnel or find adequate replacements in a timely manner, or at all. In addition, we may require a long period of time to hire and train replacement personnel when qualified personnel terminate their employment with us. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires. The loss of the services of such persons may have an adverse effect on our business, results of operations, financial condition and cash flows. As on date, our Company does not have a business succession policy in place, and there can be no assurance that we will be able to effectively formulate or implement appropriate succession plans in the future. Any loss of members of our senior management team or key personnel could significantly delay or prevent the achievement of our business objectives, affect our succession planning and could harm our business and customer relationships. We may also face attrition of our existing workforce as a result of increased competition or other factors relating to our businesses. If we cannot hire additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue could decline. We will need to recruit new employees, who will have to be trained and integrated into our operations. We will also have to train existing employees to adhere properly to internal controls and risk management procedures. Failure to train and motivate our employees properly may result in an increase in employee attrition rates, require additional hiring, erode the quality of customer service, divert management resources and impose significant costs on us. 20. Failure to effectively treat emerging contaminants or failure of our treatment systems or spills causing discharge of untreated or partially treated wastes can lead to various damages including environmental damage and thereby adversely affect our business, financial condition, results of operations or prospects. A number of emerging contaminants might be found in water and solid wastes that we treat in addition to other pathogens and hazardous substances that have the potential to cause any number of illnesses and infections. Workers may be exposed to these contaminants / pathogens before the wastes are treated. In case any of our SWT facilities are not operated properly, or in case of a malfunction of our technology resulting in the waste not getting fully treated, we run the risk of third-party exposure to contaminants that are generated as by-products. The potential impact of a failure to treat is difficult to predict and could lead to an increased risk of exposure to property damage, natural resource damage, personal injury or even product liability claims, increased scrutiny by governmental regulatory agencies and negative publicity. While we have not experienced any such material instances in the past, an outbreak of disease in any of the localities we serve could result in a widespread loss of customers across other such markets. Our Company’s principal technology is the organic extraction technology (“OREX”). OREX is a multi-stage system designed to extract maximum organics from the mixed waste and preparation of de-gritted organic slurry for downstream digesters resulting into homogenous pulped slurry having >98% biodegradable material, largely free of contaminants and non-biodegradable fractions which enhance the bio-methanization process inside digesters. (Source: F&S Report) Post bio-methanation, the treatment process includes effluent treatment and water recycling. Additionally, our Company monitors the monthly performance reports of the SWT plants, which include details such as input waste, output products and the quality of treatment effluent (including parameters like pH, biochemical oxygen demand, chemical oxygen demand, total suspended solids and total dissolved solids). The said reports also includes details of the inert fraction sent to landfill, hygienic conditions, cleanliness, manpower deployed, safety norms, treatment methodology, and storage conditions. Our Company conducts regular assessments basis the monthly performance reports and takes actions, if required, to treat the wastes in compliance with the Solid Waste Management Rules, 2016. 64Further, our Company has implemented a detailed standard operating procedure and an ERP system to run its SWT plants efficiently and we conduct regular internal checks and tests to ensure that our treatment systems operate correctly and comply with regulatory standards. These tests are performed at regular intervals by third- party agencies. We monitor monthly performance report of the SWT plants which is regularly published on the GWMC’s website. Further, the performance of our SWT plants is monitored by a Monitoring Committee formed by the Government of Goa, comprising government officials from the Pollution Control Board, the Department of Science and Technology, GWMC. Additionally, the performance is reviewed quarterly by an Expert Committee, which includes members from CSIR-NEERI, IIT-Mumbai, BITS-Goa, and is chaired by an ex-BARC member. Any modifications to the SWT plants required to avoid any recurring issues or breakdowns or faulty processes are carried out in time based on the review and monitoring of our plants. Further, any change to the environmental protection policies, legislations and regulations in connection with environment protection, water supplies, water and solid waste treatment and their discharge may change the demand for our services and could have a material adverse impact on our business, financial condition and results of operations. 21. We have undertaken, and may continue to undertake, strategic acquisitions, joint ventures and investments, which may not perform in line with our expectations or may be prone to other contingencies. We have a history of having conducted strategic acquisitions in the past and have recently completed the acquisition of our subsidiary, IST-Anlagenbau GmbH. For further details, see “History and Certain Corporate Matters — Details regarding material acquisitions or divestments of business or undertakings” on page 304. As a result, our business and operations are subject to various risks arising out of the aforementioned acquisition. We may in the future undertake acquisitions consistent with our growth strategy. The successful implementation of acquisitions depends on a range of factors, including funding arrangements, cultural compatibility and integration. We cannot assure you that such investments and acquisitions will achieve their anticipated benefits, including any anticipated additional revenue. If we are unable to successfully overcome the potential difficulties associated with the integration process and achieve our objectives following an acquisition, the anticipated benefits and synergies of any such acquisitions may not be realized fully, or at all, or may take longer to realize than expected. Any failure to timely realize these anticipated benefits could have an adverse effect on our business, financial condition, results of operations or cash flows. We typically undertake due diligence of potential target companies before executing definitive agreements for their acquisition. If we are able to identify any risks which could result in a decline or stagnation in revenues or profitability, we seek to use earn-out structures under the acquisition agreements to mitigate the impact of such risks to our consolidated financial statements. We cannot assure you that the due diligence we conduct when evaluating future acquisitions will reveal all material issues. We may not be able to identify suitable acquisition candidates or opportunities, negotiate attractive terms for such acquisitions, or expand, improve and augment our existing businesses. The number of attractive expansion opportunities may be limited, and attractive opportunities may command high valuations for which we may be unable to secure the necessary financing. To the extent that we fail to identify, complete and successfully integrate acquisitions with our existing business or should the acquisitions not deliver the intended results, our financial performance could be negatively affected. 22. The launch of our new business segment i.e. wastewater recycling & reuse (“WRR”), if proven to be unsuccessful could affect our growth plans which could adversely affect our business, results of operations, financial condition and cash flows. We have recently diversified our existing lines of business with the addition of a new business segment to our portfolio: wastewater recycling & reuse in 2025 and lack operational track record in the WRR segment. We have entered into an exclusive supply agreement with DSP Singapore Holdings Pte Ltd (“DuPont”) for the exclusive distribution of certain WRR components in the municipal wastewater treatment plants market in India. While we believe that we have the requisite technological and infrastructural capabilities, we cannot assure you that we will be able to successfully penetrate the wastewater recycling & reuse market. In the event we are unsuccessful despite making substantial investments, our financial conditions would be adversely affected. Various elements of new initiatives under the new business segment would entail significant costs and risks, as well as the possibility of unexpected consequences, including: 65• acceptance of our initiatives under the new business segment by our consumers may not be as high as we anticipate; • sales from our new business segment may not be able to achieve anticipate levels of sales volumes; • we may incur costs exceeding our expectations; and We expend considerable time and financial resources in the development and launch of new range of products. Each of the above risks could delay or impede our ability to achieve our growth objectives, which could adversely affect our business, results of operations, financial condition and cash flows. 23. Our SWT business largely depends on governmental agencies and the loss of such business or a termination / non-renewal of contracts by such government agencies will have a significantly adverse impact on our business. The changes in government priorities, budget constraints, or changes in policy related to Wastewater treatment and Solid Waste Treatment could adversely affect our overall business and results of operations. Our SWT business and revenues are substantially dependent on projects or contracts awarded by government establishments, including central, state and local authorities and agencies and public sector undertakings (including oil marketing companies). Additionally, our inability to enter into new contracts or renew our existing contracts in the SWT segment could adversely affect our financial prospects. According to the F&S Report, the Indian government recognises the importance of wastewater treatment and has launched several initiatives to accelerate infrastructure development including Atal Mission for Rejuvenation and Urban Transformation (AMRUT), National Mission for Clean Ganga (NMCG), Jal Jeevan Mission and Swachh Bharat Mission Urban 2.0. Any adverse changes in aforesaid government policies and budgetary allocation resulting from a change in government policies or priorities, related to Wastewater Treatment and Solid Waste Treatment could materially and adversely affect our revenues, or operations relating to our existing and proposed SWT projects. We derived over 5% of our consolidated revenue during the last three fiscals from Goa Waste Management Corporation, a government enterprise from our SWT business. Governmental agencies contributing significantly to our revenue may not renew their arrangements or may not continue to award contracts to us on a nomination basis, due to changes in government policy or budgetary allocation. While we continue to source other customers and enter into other contracts, there can be no assurance that we will be able to entirely substitute the revenue generated from existing customers in the event they do not renew their arrangements with us. A change in government policy or budgetary allocation may also affect the ability of these customers to perform their obligations under the contracts entered into with us. These and any other events that have an adverse impact on the operations or financial condition of these key customers would have a direct impact on our revenues and results of operation. Given that we derive a significant portion of our SWT revenue from governmental agencies, we are exposed to various additional risks inherent in doing business with them, which may adversely affect our business, results of operations and financial condition. These risks include: • participation in contracts with government entities could subject us to stricter regulatory and testing requirements which may increase our compliance costs; • execution of the detailed definitive documentation and agreements with the governmental agencies may take a significant amount of time and cause delays; • delays in project implementation and key initiatives where we have invested significant cost; • delays in payment due to the time taken to complete internal processes of such entities and agencies; • levy of liquidated damages due to our execution delays, which may adversely affect our profit margins; • contracts with government agencies are awarded to the lowest bidder that meets the technical conditions of the tender, which makes winning such tenders difficult. In addition, if we have to lower our pricing in order to win tenders, it would exert pressure on our margins; • the tender process is long and may be subject to significant delays and/or renegotiation of the terms of the bid or lowering the price for products and services included in the tender; • political and economic factors such as pending elections, changes in leadership among key governmental decision makers, changes or delays in the implementation of government policies, revisions to tax policies and reduced tax revenues can affect the number and terms of new government contracts signed; and • any disinvestment by the Gol of its shareholding in such entities could result in a change in business operations of such entities, which may impact existing or future business arrangements between our Company and such entities. 24. The objects of the Fresh Issue include funding working capital requirements, which is based on certain 66assumptions and estimates. Any failure in arranging adequate working capital for our operations may adversely affect our business, results of operations, cash flows and financial conditions. We propose to utilise ₹696.70 million from the Net Proceeds to fund the working capital for meeting business requirements of our Company in Fiscals 2026 and 2027. The proposed deployment of Net Proceeds includes funding working capital requirements, which is based on management estimates and certain assumptions. For details, see “Objects of the Offer” on page 151. Our business requires working capital, and the actual amount of our future working capital requirements may differ from estimates as a result of, among other factors, unanticipated expenses, fluctuations in price of raw materials / components, economic conditions, growth in revenue, changes in the terms of our financing arrangements, additional market developments and new opportunities in the sector. 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. If we are unable to deploy the Net Proceeds in a timely or efficient manner, our business and results of operations may be affected. Any delay in the Offer may impact the funding of our working capital requirements, and adversely affect our business, operations, cash flows and financial condition. 25. Any failure to comply with trade restrictions such as economic sanctions and export controls or with anti- bribery and anti-corruption frameworks instituted by government authorities or international organizations, such as multilateral development banks, may restrict our ability to participate in projects, and could negatively impact our reputation and results of operations. We may be subject to trade restrictions, including economic sanctions and export controls, imposed by government(s) around the world or international organisations with jurisdiction over our operations, which prohibit or restrict transactions involving certain designated persons and certain designated countries or territories. Our failure to successfully comply with these laws and regulations may expose us to reputational harm as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts, and other remedial measures. Investigations of alleged violations can be expensive and disruptive. Additionally, our operations are also subject to anti-bribery and anti-corruption frameworks instituted by governmental authorities having jurisdiction over the projects we participate in, as well as by international organisations, such as multilateral development banks, that finance such projects. Any failure to comply with such frameworks could lead to us becoming ineligible for participation in ongoing or future projects, consequent commercial and reputational damage, and also require significant management attention towards remedying such non-compliances and strengthening internal controls. For instance, one of our Subsidiaries, SFC Umwelttechnik GmbH, a company registered in Austria, was included in the World Bank List of Debarred Firms from November 21, 2016 to February 20, 2018, following the identification of fraudulent practices under two World Bank-financed projects in Vietnam. As a consequence of such debarment, SFC Umwelttechnik GmbH was also debarred by the Asian Development Bank and the Inter-American Development Bank with effect from December 22, 2016 and January 3, 2017 respectively, in each case up to February 20, 2018. The Subsidiary was not eligible to participate in any contracts for projects funded by the World Bank, the Asian Development Bank or the Inter-American Development Bank during the respective periods of debarment. While the Subsidiary no longer appears in such watchlists and since our group did not have material revenue realizations from such projects historically, the debarment did not have any material impact on the Subsidiary or our Company’s business prospects, there can be no assurance that we or any of our Subsidiaries will not appear in any such watchlists in the future, including due to failure to adhere to the relevant governance norms instituted by such multilateral development banks. In addition, any perceived or actual breach of compliance by us with respect to applicable laws, rules, and regulations could have a significant impact on our reputation and could cause us to lose existing customers, prevent us from obtaining new customers, negatively impact investor sentiment about our Company, require us to expend significant funds to remedy problems caused by violations and to avert further violations, and expose us to legal risk and potential liability, all of which may have a material adverse effect on our reputation, business, financial condition, and results of operations. 26. We are subject to certain obligations under our agreements with our customers, and a failure to comply with the specifications prescribed under such agreements may lead to loss of business from such customers, invocation of our warranty claims and indemnity obligations, and could negatively impact our reputation, business prospects, cash flows and results of operations. We are an environmental technology company offering efficient technologies and comprehensive engineering solutions in the field of wastewater treatment, wastewater recycling & reuse and solid waste treatment. The 67products we manufacture and procure are required to meet precise and specific requirements including in terms of quality, measurements and efficiency. While no penalty amounts have been levied on us for failing to deliver services as stipulated in the terms of the respective contracts with our customers during the Fiscals 2025, 2024 and 2023, failure by us to achieve or maintain compliance with these requirements or quality standards may disrupt our ability to supply products sufficient to meet our customers’ demands, which may lead to us incurring costs for repairing or replacing defective products as well as conducting product recalls and paying warranty and liability claims or the customer offsetting any such amounts from payments due to us from such customer and/or cancellation of existing and future orders, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our agreements also impose confidentiality restrictions from disclosing certain information to any third-parties, and have standard liability clauses in relation to quality and delivery of our products, which ordinarily do not have any limits. Accordingly, we are required to provide warranty for such quality and delivery related obligations, which may or may not be capped in terms of time or monetary value. In addition, we may also be required to indemnify customers against losses occurring as a result of defective products and reimburse our customers for administrative, labour, material and other such costs. Further, the supply of defective products may result in return of such products or rescission of the supply contract by our customers, and/or our customers initiating litigation against us, which could materially harm our reputation, business, financial condition, cash flows and results of operations. Although we have obtained insurance coverage, we may not be covered for all situations that may arise with regard to any defects in our products. Except for our Subsidiary, SFC Umwelttechnik GmbH which is currently involved in a litigation over alleged technical deficiencies in the supply of its services and equipment for a STP in Arreigada, Portugal, there have been no instances where we were subject to any product liability claims in the last three Fiscals. For further details, see “Outstanding Litigation and Other Material Developments - Litigation proceedings involving our Subsidiaries” on page 507. We cannot guarantee that we can continue to comply with all regulatory requirements, or the quality standards required by our customers and there can be no assurance that no product liability claims will arise in the future. Further, while there have been no instances where we have had to recall our products in the last three Fiscals, we cannot assure you that such instance will not arise in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 27. We may be liable for the non-performance of our consortium or joint venture partners. We selectively enter into consortium arrangements and joint ventures towards development of waste treatment projects. In order to establish or preserve relationships with such partners, we may agree to assume risks and contribute resources that are proportionately greater than the returns we expect to receive in the related joint venture. Such agreements may reduce our income and returns on these investments compared to what we would have received if our assumed risks and contributed resources were proportionate to our returns. In the event there are differences with our partners and/or if we do not have adequate experience in such sector, we may not be able to recover the capital that we have invested, in addition to the relevant project being adversely affected, as a consequence of which, we may be impacted by such contractual liability arising pursuant to project not being completed on time. We may, in certain instances, fail to reach agreement on significant decisions on a timely basis. A breach or inability of our partners to continue with a project, due to financial, legal or other difficulties, could result in us being required to bear increased and, at times, sole responsibility for the completion of the project and a greater share of the financial risk of the project. While no such liability has arisen on us in the past, in the event that a claim, arbitration award or judgment is awarded against the joint venture or the consortium, we may be responsible to the client for the entire claim, irrespective of whether or not we are indemnified by our consortium partner. The occurrence of any or all of the above events may result in a material adverse effect on our business, financial condition and results of operations. 28. Certain of our immovable properties, where some of our manufacturing units are located, are leased. If we are unable to renew existing leases or relocate our operations on commercially reasonable terms, there may be an adverse effect on our business, financial condition and operations. Some of our business operations are being conducted on premises leased from third parties. Our Corporate Office, situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India, has been taken on lease. Further, some of our manufacturing facilities are situated on leased properties. Phase I of our Pune decanter unit was situated on a leased premises at PAP G/8/7, Chakan Industrial Area, Phase-III, Village Kuruli, Taluka Khed, Pune 410 501, Maharashtra, India 68which has now been vacated by our Company in April 2025. Phase II of our Pune decanter unit is situated on a leased premises at Plot No. PAP-S-79, Chakan Industrial Area Phase-II, Village Savardari, Taluka Khed 410 501, Maharashtra, India. We have also leased premises with built up area admeasuring 5,292.81 sq. mt. located at Gat No. 352/1, Village Bhamboli, Taluka Khed, District Pune 410 501, Maharashtra, India with an intention to establish our new manufacturing unit to be utilized for the manufacturing of solar sludge dryer systems, diffusers, hollow fibre membranes and fabrication of various equipment required in wastewater treatment and solid waste treatment. The blowers manufacturing unit operated by our Associate, Turbomax India Private Limited is situated on a leased premises at D-32, MIDC Phase II, Sagaon, Kalyan, Thane 421 204, Maharashtra, India. Further, our Subsidiary, SFC Ekotechnika, S.r.o, manufactures C-MEM Hollow Fibre at its manufacturing unit on a leased premised situated at Krizikova 2107 256 01 Benesov, Czech Republic. The tenure of the leases is generally agreed in the relevant lease agreements. While there are currently no instances of non-compliance of the terms of our lease agreements, there can be no assurance that there will be no such non-compliance leading to termination of such leases in the future. Any change in the terms and conditions of the lease agreements and any premature termination of such lease agreements may have an adverse impact on our operations. Any adverse impact on the title, ownership rights, development rights of the owners from whose premises we operate, breach of the contractual terms of any lease, leave and license agreements, or any inability to renew such agreements on acceptable terms may also affect our operations. In addition, the terms of certain of our leases require us to obtain the lessor's prior consent for certain actions, including making structural alterations to the leased premises, which may be required if we were to undertake an expansion in the future. There can be no assurance that we will be able to renew these leasing arrangements at commercially favourable terms, or at all. If we are unable to renew all or any of our leasing arrangements, it may cause disruptions in our business and we may incur substantial costs associated with shifting to new premises, all of which may adversely affect our business operations. 29. Our Statutory Auditors have included certain remarks (not in the nature of qualifications) in their Independent Auditors Report on the Consolidated Financial Statement and Standalone Financial Statement for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. There can be no assurance that any similar remarks will not form part of our financial statements for the future fiscal periods. Our Statutory Auditors have included certain remarks (not in the nature of qualifications) in their Independent Auditors Report on the Consolidated Financial Statement and Standalone Financial Statement for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 as under: Financial year ended March 31, 2025 Our Statutory Auditors have included the following remarks (not in the nature of qualifications) in other legal & regulatory reporting in their Independent Auditors Report on the Consolidated Financial Statement for the financial years ended March 31, 2025: “Reporting under para vi. states that “... the Holding Company, its subsidiary companies and associate company incorporated in India for year ended March 31, 2025 have used accounting software (Tally Prime Edit Log) for maintaining its books of account, which has a feature of recording audit trail (edit log) facility. However, the said feature of recording audit trail (edit log) facility was enabled on following dates: i. In case of holding company and four of its subsidiaries, the said feature is enabled and the same has operated throughout the year, ii. In case of one of its subsidiaries, the said feature is enabled w.e.f. from December 27, 2024. Further, for the period for which audit trail (edit log) facility was enabled, it has been operated throughout the period for all relevant transactions recorded in the software, iii. In case of one of its subsidiaries, the said feature is enabled w.e.f. from September 13, 2024. Further, for the period for which audit trail (edit log) facility was enabled, it has been operated throughout the period for all relevant transactions recorded in the software, iv. In case of one of its subsidiaries, the said feature is not enabled throughout the year. Further, the said feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes to accounting software. We have been informed that in Tally Prime Edit Log, once edit log functionality is enabled even admin user has no right to disable the same. Based on our procedures performed for the accounting software, we did not come across any instance of the audit trail feature being tampered with. 69Further, our Statutory Auditors have included the following remarks (not in the nature of qualifications) in CARO Reporting of Independent Auditors Report on Standalone Financial Statement for financial year ended March 31, 2025: “Reporting under clause (iii) (c) states that “…the terms of repayment of loans and advances in the nature of loans granted by the Company do not stipulate any repayment schedule. Accordingly, we are unable to comment on the regularity of repayment of principal & payment of interest.” Financial year ended March 31, 2024 Our Statutory Auditors have included the following remarks (not in the nature of qualifications) in other legal & regulatory reporting in their Independent Auditors Report on the Consolidated Financial Statement for the financial years ended March 31, 2024: “Reporting under para vi. states that “…the Holding Company, its subsidiary companies and associate company incorporated in India has used accounting software (Tally Prime Edit Log) for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility. However, the said feature of recording audit trail (edit log) facility was enabled w.e.f. following dates: i. In case of holding company and 2 of its subsidiaries, the said feature is enabled w.e.f from 17th April 2023, ii. In case of 1 of its subsidiary, the said feature is enabled w.e.f from 18th April 2023, iii. In case of 1 of its subsidiary, the said feature is enabled w.e.f from 13th June 2023, iv. In case of 2 of its subsidiary, the said feature is not enabled throughout the year. We have been informed that in Tally Prime Edit Log, once edit log functionality is enabled even admin user has no right to disable the same. Based on our procedures performed for the accounting software, we did not come across any instance of the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 01st April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March 2024.” Further, our Statutory Auditors have included the following remarks (not in the nature of qualifications) in CARO Reporting of Independent Auditors Report on Standalone Financial Statement for financial year ended March 31, 2024: “Reporting under clause (iii) (c) states that “…the terms of repayment of loans and advances in the nature of loans granted by the Company do not stipulate any repayment schedule. Accordingly, we are unable to comment on the regularity of repayment of principal & payment of interest.” Financial year ended March 31, 2023 Additionally, our Statutory Auditors have included the following remarks (not in the nature of qualifications) in Companies (Auditor's Report) Order, 2020 the Companies (Auditor's Report) Order, 2016 (“CARO”) Reporting of Independent Auditors Report on Standalone Financial Statement for financial year ended March 31, 2023: “Reporting under clause (iii) (c) states that “…the terms of repayment of loans and advances in the nature of loans granted by the Company do not stipulate any repayment schedule. Accordingly, we are unable to comment on the regularity of repayment of principal & payment of interest.” The opinion of our Statutory Auditors is not modified in respect of these matter. While these remarks do not require any adjustments to the Restated Consolidated Financial Information, there can be no assurance that any similar remarks will not form part of our financial statements for the future fiscal periods, which could subject us to additional liabilities due to which our reputation and financial condition may be adversely affected. 30. Our Company is involved in certain legal proceedings. Any adverse decision in such proceedings may render us liable to liabilities / penalties and may adversely affect our business, financial condition, results of operations and cash flows. Our Company is involved in certain legal proceedings. These legal proceedings are pending at different levels of 70adjudication before various courts and tribunals or other governmental authorities. The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts claimed jointly and severally from us and other parties. Should any new developments arise, such as any change in applicable Indian law or any rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that could increase expenses and current liabilities. Any adverse decision in such legal proceedings may have a material adverse effect on our business, financial condition, results of operations and cash flows. A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors and our Subsidiaries as on the date of this Draft Red Herring Prospectus and as disclosed in the “Outstanding Litigation and Other Material Developments” section on page 506 in terms of the requirements under the SEBI ICDR Regulations is provided below: Disciplinary actions by SEBI or Stock Aggregate Category of Statutory or Material Criminal Tax Exchanges against our amount individuals / Regulatory civil Proceedings Proceedings Promoters in the last involved* (in entities Proceedings litigation# five years, including ₹ million) outstanding action Company By the Nil Nil Nil NA Nil Nil Company Against the Nil 11 Nil NA Nil 29.87 Company Director By the Nil Nil Nil NA Nil Nil Directors Against the 1 5 Nil NA Nil 0.73 Directors Promoters** By the Nil Nil Nil NA Nil Nil Promoters Against the Nil 3 Nil Nil Nil 0.01 Promoters Subsidiaries By the Nil Nil Nil NA Nil Nil Subsidiary Against the 1 4 Nil NA 1 590.09*** Subsidiary # Determined in accordance with the Materiality Policy. * To the extent quantifiable. **Including the Directors who are Promoters. *** The amount involved in the material civil litigation involving our Subsidiary, SFC Umwelttechnik GmbH and others, is €5.6 million, amounting to ₹567.50 million. (For the purposes of calculation of amount in ₹ terms, the exchange rate as on August 22, 2025 has been considered. The rate of conversion of 1 Euro as on August 22, 2025 was ₹101.34. (Source: www.rbi.org.in) A summary of outstanding criminal proceedings and statutory or regulatory proceedings, as on the date of this Draft Red Herring Prospectus, involving our Key Managerial Personnel and Senior Management, as disclosed in “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided below: Category of individuals Criminal Proceedings Statutory or Regulatory Aggregate amount Proceedings involved* (in ₹ million) Key Managerial Personnel^ By the Key Managerial Personnel Nil Nil Nil Against the Key Managerial Nil Nil Nil Personnel Senior Management# By the Senior Management Nil Nil Nil Against the Senior Management Nil Nil Nil * To the extent quantifiable. ^Includes details of proceedings involving the Executive Directors who are also Key Managerial Personnel. #Includes details of proceedings involving our Key Managerial Personnel, Amit Anil Sawant, Chief Financial Officer and Shweta Deshpande, Company Secretary and Compliance Officer of our Company who are also members of the Senior Management. Further, there are no litigation proceedings involving our Group Companies which have a material impact on our 71Company. If any of the litigations are decided against our Company or Subsidiaries, as the case may be, we may need to make provisions in our financial statements that could increase our expenses and current liabilities. In this regard, we may be subject to penalties and regulatory actions including the suspension of our business. There can be no assurance that these litigations will be decided in favour of our Company or in the favour of our Subsidiary, Directors or Promoters, and such proceedings may divert management time and attention and consume financial resources in their defence or prosecution. An adverse outcome in any of these proceedings may affect our reputation, standing and future business, and could have an adverse effect on our business, prospects, financial condition, results of operations and cash flows. 31. Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations. As we pursue our growth plan, our Company will have additional capital expenditures / investments and working capital requirements. The actual amount and timing of our future capital expenditure or working capital requirements may differ from estimates due to, among other factors, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions, design changes, technological changes, additional market developments and new opportunities in the industry. As per our estimates, our existing cash and cash equivalents will be sufficient to fund our operations but our expenses may be greater than forecasted and we may need to raise additional funds to continue our operations in the future. We nevertheless may be required to obtain additional debt or equity financing to fund our business operations. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We may be required to pursue sources of additional capital through various means, including debt or equity financings. If we are able to raise additional equity financing, our Shareholders may experience significant dilution of their ownership interests and the value of our securities could decline. If we were to engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. In addition, the availability of funds depends in significant measure on capital markets and liquidity factors over which we exert no control. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our financial history, which could impact the availability or cost of future financings. In light of periodic uncertainty in the capital and credit markets, we can provide no assurance that sufficient financing will be available on desirable terms or at all to fund investments, acquisitions, share repurchases, dividends, debt refinancing or other corporate needs, or that our counterparties in any such financings would honour their contractual commitments. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to execute on our growth strategy, which could reduce our ability to compete successfully and harm our business or we may have to curtail or cease our operations. If we decide to raise additional funds through the incurrence of debt or issuance of debt securities or a combination of both, our interest and debt repayment obligations will increase, which could have a significant effect on our profitability and cash flows. We may also become subject to restrictive covenants in our financing agreements, which could limit our ability to access cash flows from operations and undertake certain types of transactions. Any issuance of equity to raise additional funds, on the other hand, would result in a dilution of the ownership of existing shareholders and our earnings per Equity Share. Our working capital requirements may increase if the payment terms in our agreements with our clients include reduced advance payments or longer payment schedules. For further details, see “Objects of the Offer” on page 151. These factors may result in increases in the amount of our receivables and short-term borrowings. Continued increases in our working capital requirements or our inability to obtain financing at favourable terms, or at all may have a material adverse effect on our financial condition, results of operations and cash flows. 32. Our actual cost in executing an SWT contract may vary substantially from the assumptions underlying our bid. We may be unable to recover all or some of the additional expenses, which may have an adverse effect on our business, financial condition, results of operations, and prospects. Our cost estimates depend on a number of factors including costs of materials, provisions for cost escalation due to increase or decrease in rates and price of labour, equipment, fleet of vehicles and other material inputs. Currently we submit monthly invoices for the valuation of materials used on our SWT business operations. We may, in the future, enter into contracts which may not contain price escalation clauses covering increase in the cost of fuel, labour and other inputs. Accordingly, our actual expense in executing the contract may vary substantially from 72the assumptions underlying our bid for several reasons, including, but not limited to unanticipated increases in the cost of fuel, material labour or other inputs, unforeseen construction conditions, delay in transfer of land by the government or obtaining rights of way, our inability to obtain requisite environmental and other approvals, permits and clearances resulting in delays and increased costs, delays caused by local weather conditions. Unanticipated increases in the price of materials, fuel costs, labour or other inputs not taken into account in our bid may also have compounding effects by increasing costs of performing other parts of the contract. Our ability to pass on increases in the cost of fuel, equipment, labour and other inputs may be limited in the case of contracts with limited or no price escalation provisions and we cannot assure you that these variations in cost will not lead to financial losses to our Company. 33. Our Subsidiaries, Hindustan Waste Treatment Private Limited, Vasudha Waste Treatment Private Limited, Fine Aeration Systems Private Limited and Pentagen Biofuels Private Limited have availed unsecured loans from our Company that may be recalled at any time and the Subsidiaries may not have adequate funds to make timely payments or at all. Our Subsidiaries, Hindustan Waste Treatment Private Limited, Vasudha Waste Treatment Private Limited, Fine Aeration Systems Private Limited and Pentagen Biofuels Private Limited have availed unsecured loans from our Company, aggregating to ₹744.97 million as on June 30, 2025 that are repayable on demand by our Company. Such loans may be recalled by our Company on occurrence of certain events. In the event our Company seeks repayment of any of these loans, or if the relevant Subsidiary is unable to arrange for any such financing arrangements, it would need to find alternative sources of financing, which may not be available on commercially reasonable terms, or at all. Any such unexpected demand for repayment may have a material adverse effect on our business, cash flows and financial condition. 34. We employ a significant number of personnel in our business operations which are a substantial part of our total expenses and are susceptible to risks relating to compliance with labour laws and our operations could be adversely affected by labour shortages, strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees. We are subject to various labour laws in India including the Factories Act, 1948 and the Contract Labour (Regulation and Abolition) Act, 1970, and we may be held responsible in the event of any default by us or the independent contractor engaged by us who contracts with the contracted workers as well as in making payment of wages or providing benefits such as payment of, or contribution to, provident fund. Changes in labour laws, such as minimum wage laws, may also require us to incur additional costs, such as raising salaries or increasing our contributions to the EPF. For example, in order to rationalize and reform labour laws in India, the Government of India has notified four labour codes which are yet to completely come into force as on the date of this Draft Red Herring Prospectus, namely, (i) the Code on Wages, 2019, (iii) the Code on Social Security, 2020; and (iv) the Occupational Safety, Health and Working Conditions Code, 2020. Such codes will replace the existing legal framework governing rights of workers and labour relations. Once these codes are in full force, we may be required to incur additional expenditure to ensure compliance with them. The implementation of laws enhancing employee benefits may increase our employee and labour costs, thereby adversely impacting our results of operations, cash flows, business and financial performance. As of June 30, 2025, our Company had an aggregate of 181 employees. Further, our skilled workforce included 93 engineers as on June 30, 2025. For the Fiscals 2025, 2024 and 2023, our consolidated employee benefits expense was ₹ 729.98 million, ₹600.00 million and ₹494.73 million, respectively, constituting 14.00%,12.35% and 12.22%, respectively, of our consolidated total expense for such periods. While we have not experienced any material incidents in the past, our operations could be adversely affected by labour shortages, strikes, increased labour costs or work stoppages or failure of our personnel to adequately perform their duties including rendering deficient services, shortage in shift, absenteeism or unpunctuality, any misuse or contravention of laws or policies or breach of confidentiality by existing or former employee and criminal acts, torts or other negligent acts by our employees and contractual employees, and could result in significant disruptions or delays in our ability to provide services. These claims may give rise to litigation and claims for damages, which could be time-consuming. In the Fiscals 2025, 2024 and 2023, we did not face any material instances of employee disruptions, or claims against us by our employees. In the event of labour shortages, we may have difficulties recruiting or retaining employees or it may cause us to incur additional costs and result in delays or disruption to our operations. 35. We are exposed to significant cost variations on fixed-rate contracts. Under the terms and conditions of our contracts, we generally agree to a fixed rate for providing SWT services. 73We are provided with limited escalation in price after a specified period. In the past, we have not experienced any material adverse effect on our business, results of operations, or financial condition due to such variations in fixed- rate contracts. However, we cannot assure you that such variations will not occur in the future or result in a material adverse effect. The actual expenses incurred by us while executing a fixed-price contract may vary substantially from our bid for various reasons, including but not limited to: • unanticipated increases in the cost of equipment, materials or manpower; • changes in taxes and duties; • delays due to non-receipt of client approvals or payments at specific project milestones; • delays associated with the delivery of equipment and materials to the project site; • delays caused by local weather conditions; • disputes arising out of the contract; and • suppliers or sub-contractors’ failure to perform. Unanticipated costs or delays in performing a part of the contract can also have compounding effects by increasing costs of performing other parts of the contract. In addition, we may be required to pay liquidated damages to the client for any delay. These variations and the risks are generally inherent to the businesses in which we operate and may result in our revenues or profits being different from those originally estimated resulting in reduced profitability or losses on projects. Depending on the size of a project, these variations from estimated contract performance could have a significant adverse effect on our results of operations. 36. We are dependent on R&D for our future success. While we do not have any formal R&D programme in place currently, if we do not successfully develop new products or continue our product portfolio expansion in a timely and cost-effective manner, our business, financial condition, cash flows and results of operations may be adversely affected. To remain competitive, we must continue to stay abreast of the constantly evolving industry trends and to enhance and improve the responsiveness, functionality and features of our business offerings. In order to attract and retain customers and compete against our competitors, we must continue to invest significant resources in research and development to enhance our technology. The waste treatment industry is characterized by technological evolution, introduction of new technologies, and the emergence of new industry standards and practices, any of which could render our existing technologies and systems obsolete. Our success will depend, in part, on our ability to identify, develop, acquire or license leading technologies useful in our business, and respond to technological advances and emerging industry standards and practices in a cost-effective and timely way. There can be no assurance that we will be able to use new technologies effectively or adapt our existing technologies to meet customer requirements or emerging industry standards. If we are unable to adapt in a cost-effective and timely manner in response to changing market conditions or customer preferences, whether for technical, legal, financial or other reasons, our business may be materially and adversely affected. We have a track record of successfully expanding into new product / service categories. Developing and launching enhancements to our technologies / offerings may also involve significant technical risks and upfront capital investments that may not generate return on investment. We may use new technologies ineffectively, or we may fail to adapt to emerging industry standards. If we face material delays in introducing new or enhanced technologies or if our recently introduced offerings do not perform in accordance with our expectations, our customers may forego the use of our technologies in favour of those of our competitors. 37. Certain of our corporate records and filings are not traceable or have certain discrepancies. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and we will not be subject to any penalty imposed by the competent regulatory authority in this regard. We have not been able to trace the Form 32 or the corresponding challan in respect of the change in the designation of Sandeep Sudhakar Asolkar from Director to Managing Director in Fiscal 2006. In addition, the challans for filings made in respect of an allotment of equity shares dated March 31, 2008 and change in the registered office of our Company on April 1, 2008 are not traceable. We have included the details with respect to such corporate actions in the Draft Red Herring Prospectus basis the search report dated December 1, 2024 issued by the Independent Practising Company Secretary pursuant to their inspection and independent verification of the documents available or maintained by our Company, the Ministry of Corporate Affairs at the MCA Portal and the RoC, and alternate corporate records available with us. We have also sent an intimation through our letter dated September 26, 2024 to the RoC informing them of such missing records. Additionally, we have not received relevant acknowledgments from the RBI or the relevant authorised dealer banks, as applicable, for forms filed with respect to allotment of equity shares to certain non-resident shareholders made on March 29, 2005, March 7428, 2007 and March 31, 2008, and three secondary transfers of equity shares between resident and non-resident persons. Further, we have not received acknowledgement from the RBI or the relevant authorised dealer bank, as applicable, for the forms filed with respect to acquisition of additional equity stake by us in our foreign subsidiary, SFC Umwelttechnik GmbH, from certain non-resident shareholder of 5.23% of the share capital of SFC Umwelttechnik GmbH. Also, we have not received acknowledgement from the RBI or the relevant authorised dealer bank, as applicable, for some annual performance reports, with respect to our foreign subsidiary, SFC Umwelttechnik GmbH. Further, there have been certain typographical errors in some of our corporate records wherein, (i) as per the MoA, Aparna Vivek Kapoor was allotted 4,500 Equity Shares, whereas originally she was allotted only 4,000 Equity Shares; (ii) the list of allottees which is annexed to Form 2, filed in relation to the allotments made on March 31, 2008, has certain mismatches in the number of shares allotted to, and amount paid by Enviropro Water Tech Private Limited, Sandeep Sudhakar Asolkar and Aparna Vivek Kapoor, and (iii) the list of allottees which is annexed to Form PAS-3, filed in relation to the allotment made on July 24, 2023. In this regard, our Company had filed an application dated June 11, 2025 in Form GNL-1 with the RoC which has been approved / taken on record by the RoC on June 12, 2025. While there have been no regulatory proceedings or actions initiated against us in relation to the aforementioned non- availability of the corporate records and discrepancies, we cannot assure you that we will not be subject to legal proceedings, regulatory action or penalties imposed by statutory or regulatory authorities in this respect, which may adversely affect our business, financial condition, results of operations and reputation. 38. Information relating to capacity utilization of our manufacturing facilities and operational plants included in this Draft Red Herring Prospectus are based on various assumptions and estimates. Under- utilization of our capacities and an inability to effectively utilize such capacities may have an adverse effect on our business and future financial performance. Information relating to our capacity, actual production and capacity utilization of our manufacturing facilities and operational plants included in this Draft Red Herring Prospectus is based on various assumptions and estimates of our management and independent chartered engineer, namely, A N Somase and Associates, including proposed operations, assumptions relating to availability and quality of raw materials, range of product mix, potential utilization levels and operational efficiencies. For further information regarding our manufacturing facilities and estimated capacity utilization, see “Our Business – Our Manufacturing Capacity” on page 279. Actual and future manufacturing volumes and capacity utilization rates may differ significantly from the estimated production capacities of our manufacturing facilities. Undue reliance should therefore not be placed on the information relating to our installed capacities of our manufacturing facilities included in this Draft Red Herring Prospectus. Further, there is no guarantee that our future production or capacity utilization levels will match or exceed our historical levels. Under-utilization of our manufacturing capacities over extended periods, or significant under- utilization in the short term could increase our cost of production and our operating costs and adversely impact our business, growth prospects and future financial performance. Our expected return on capital invested is subject to, among other factors, the ability to ensure satisfactory performance of personnel to further grow our business, our ability to absorb additional infrastructure costs and utilize the expanded capacities as anticipated. 39. Our WWT operations in India experience seasonality, and any disruptions or underperformance during seasonal periods could negatively affect our results of operations and financial condition. Our WWT business segment is subject to seasonal trends and a significant portion of our revenue from WWT business operations is made in the second half of the financial year. To that extent, our Company’s standalone wastewater business is subject to seasonality of revenue. The table below provides details of our revenue (on a standalone basis) from WWT business during the last three fiscals: Percentage of standalone revenue from operations from Period WWT business during Fiscal 2025 Fiscal 2024 Fiscal 2023 First half of the financial year 22.17% 22.50% 26.86% Second half of the financial year 77.83% 77.50% 73.14% % of revenue from WWT to total revenue from 96.57% 98.55% 85.02% operations (both on standalone basis) 75This seasonality can result in fluctuations in our financial performance across the year, making us dependent on strong second half of the financial year results to meet our annual targets. If we fail to achieve expected sales or face unexpected disruptions in the second half of the financial year, our overall financial performance and cash flow for the Fiscal in question could be adversely impacted. Any slowdown in demand for environmental technology services or any failure by us to accurately anticipate and prepare for such seasonal fluctuations in revenue or any inefficiencies or disruptions may adversely affect our business, financial condition and results of operations. 40. Our growth may be negatively impacted by macroeconomic factors. Demand for our technology products and services that we offer is significantly affected by the general level of commercial activity and economic conditions in the regions in which we operate. Our results of operations are affected by the level of urban / industrial activity, which in turn is affected by the macroeconomic conditions in the economy and the industry in which we operate. Any slowdown in the global economy or India’s economic growth, or the waste treatment industry in India, could affect the overall business environment and specifically demand for waste treatment technology leading to a decrease in demand for our technologies for prolonged periods. For details of fluctuations in demand in the wastewater treatment and solid waste treatment industry in India in recent years, see “Industry Overview” on page 181. Such macroeconomic events could lead to a reduction in the demand for our technologies. We may also experience more competitive pricing pressure during periods of economic downturn. We cannot assure you that such macroeconomic and other factors, which are beyond our control would not significantly affect demand for our technological solutions. Consequently, the occurrence of such events could have an adverse effect on our business, results of operations, cash flows and financial condition. 41. In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, including due to any default on the part of the owners of the properties we lease, our business, cash flows and results of operations may be adversely affected. We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and local government rules in India, generally for carrying out our business, including without limitation, consent to operate, shops and establishment registrations, employee state insurance registration, employees provident fund registration and registration for professional tax. For details of approvals relating to our business and operations, see “Government and Other Approvals” on page 511. Any failure to obtain such licenses and approvals in a timely manner or at all could result in the disruption of our business operations. Certain of these permits and approvals are valid for a certain period and are required to be renewed at regular intervals in accordance with the timelines prescribed under the relevant statutes or as may be provided under their respective terms. We need to apply for certain such approvals, including the renewal of approvals that expire from time to time, in the ordinary course of our business. To foster our growth, our Company may also consider entering into different jurisdictions wherein we may be required to fulfil the state-wise respective compliances, laws and regulatory norms which differ from state to state. While we have obtained a number of approvals required for our operations, we have filed an application dated August 22, 2024 for issuance of factory license under the provisions of the Factories Act, 1948 for our Pune Facility – II. Further, our Company has also filed an application dated August 20, 2025 for consent under Section 21 of Air (Prevention and Control of Pollution) Act, 1981, Section 25 of Water (Prevention and Control of Pollution) Act, 1974 and authorisation under Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 for our Pune Facility – III. Such authorisation, consent, and license are currently awaited. In addition, we may need to apply for more approvals, including the renewal of approvals which may expire from time to time, and approvals in the ordinary course of business. For further details on pending approvals, see “Government and Other Approvals” on page 511. We cannot assure you that such approvals will be issued or granted to us in a timely manner, or at all. If we fail to obtain or retain any of these approvals or licenses or renewals thereof, in a timely manner or at all, our business may be adversely affected. Further, the approvals required by us are subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the event of non-compliance or alleged non- compliance with any terms or conditions thereof, or pursuant to any regulatory action. Furthermore, any unfavorable changes in or interpretations of existing laws, or the promulgation of new laws, governing our business and operations could require us to obtain additional licenses and approvals. Regulatory authorities could also impose notices and other orders on us if we fail to obtain any required licenses or approvals. If there is any failure by us to comply with the applicable regulations or if the regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our approvals and permits revoked or suffer a 76disruption in our operations, any of which could adversely affect our business. 42. Our inability to protect or use our intellectual property rights may adversely affect our business. We may also unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could harm our competitive position. As of the date of this Draft Red Herring Prospectus, our Company has registered three trademarks in India and has additionally applied for the registration of two trademarks in India. Further, we have registered one trademark each in Austria and Vietnam. Further, our Subsidiary, SFC Umwelttechnik GmbH has been awarded one patent for ‘Circulating water preparation system, cooling system and method for operating a cooling system’ in Europe and has made applications for two patent registrations in Europe. For details, see “Government and Other Approvals” and “Our Business - Intellectual Property” on pages 291 and , respectively. Several of our trademarks have significant brand value and recognition in their respective areas, therefore, our trademarks are significant to our business and operations. There can be no assurance that our brand name or trademarks will not be adversely affected in the future by actions that are beyond our control including client complaints in relation to intellectual property rights infringement, intellectual property infringements or adverse publicity from any other source in India and abroad. Any damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our reputation, competitive position in India and abroad, business, financial condition, results of operations and cash flows. While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with certainty whether we are infringing any existing third-party intellectual property rights which may force us to alter our offerings. We may also be susceptible to objections and claims from third parties asserting infringement and other related claims. Any such claims raised in the future could result in costly litigation, divert management’s attention and resources, subject us to significant liabilities and require us to enter into potentially expensive royalty or licensing agreements or to cease certain offerings. Further, necessary licenses may not be available to us on satisfactory terms, if at all. Any of the foregoing could have an adverse effect on our business, results of operations, cash flows and financial condition. If claims or actions are adjudicated against us from third parties asserting infringement and other related claims in India and abroad, we may be required to obtain a license, modify our existing technology or cease the use of such technology and design, or use a new non-infringing technology. Such licenses or design modifications can be extremely costly. Further, necessary licenses may not be available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us, the settlement of which could be costly and time consuming. We may also be liable for any past infringement. Any of the foregoing could adversely affect our business, financial condition, results of operations and cash flows. Failure to register or renew the registration of any of our registered intellectual properties may affect our right to use such intellectual properties in future or allow others to use our solutions and designs as available in the public domain, without our consent. Further, if we are unable to register our intellectual properties for any reason, including our inability to remove objections to any trademark application, or if any of our unregistered trademarks are registered in favour of or used by a third party in India or abroad, we may not be able to claim registered ownership of such trademark, and as a result, we may not be able to seek remedies for infringement of those trademarks by third parties, which would cause damage to our business prospects, reputation and goodwill. For more information, see “Government and Other Approvals – Intellectual Property” on page 514. 43. We have certain contingent liabilities which, if materialized, may adversely affect our financial condition. As of March 31, 2025, our contingent liabilities as per Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets were as follows: (in ₹ million) S. No. Particulars As on March 31, 2025 1. Customs Notice has been received for period FY 2008-09 to FY 2012-13 0.21 We have not made provisions for the above contingent liabilities, as they are either possible obligations whose existence will be confirmed only by future uncertain events outside the control of our Company or are present obligations where the outflow of economic resources may not be probable or cannot be measured reliably. If a significant portion of these liabilities materialize, we may have to fulfil our payment obligations, which could have an adverse effect on our business, financial condition and results of operations. For further information on our contingent liabilities, see “Restated Consolidated Financial Information - Note 50 - Contingent liabilities and commitments” on page 429. 44. We operate in a competitive business environment. Competition from existing players and new entrants 77and consequent pricing pressures could have a material adverse effect on our business growth and prospects, financial condition and results of operations. Further, if our competitors are able to improve the efficiency of their manufacturing processes and thereby offer their products at lower prices, our revenues and profitability may decline. We are required to compete both in the domestic and international markets. We may be unable to compete with the prices and products offered by our competitors (local as well as international). We may have to compete with new players in India and abroad who enter the market and are able to offer competing products. Our competitors may have access to greater financial, manufacturing, research and development, marketing, distribution and other resources and more experience in obtaining the relevant regulatory approvals. Increasing competition may result in pricing pressures and decreasing profit margins or loss of market share or failure to improve our market position, any of which could substantially harm our business and results of operations. For instance, companies with larger financial base may set up water waste management plants or sewage treatment plants with better treatment capacity than us, allowing them higher scale of economies which may result into pricing pressures on our Company. We cannot assure you that we shall be able to compete with our existing as well as future competitors, as well as the price and services offered by them. In addition, our customers may enter into contract manufacturing arrangements with third parties, for products that they are presently purchasing from us. Our failure to successfully face existing and future competition may have an adverse impact on our business, growth and development. 45. Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Frost & Sullivan (India) Private Limited (“F&S”), exclusively commissioned and paid for by our Company for the purpose of this Offer. We have commissioned and paid for a report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, which is exclusively prepared for the purposes of the Offer and issued by F&S and is commissioned and paid for by our Company, which has been used for industry related data that has been disclosed in this Draft Red Herring Prospectus. Our Company, our Promoters and our Directors are not related to F&S. F&S uses certain methodologies for market sizing and forecasting. Accordingly, investors should read the industry related disclosure in this Draft Red Herring Prospectus in this context. 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. F&S has advised that while it has taken reasonable care to ensure the accuracy and completeness of the F&S Report, it believes that the F&S Report presents a true and fair view of the industry within the limitations of, among others, secondary statistics and primary research, and it does not purport to be exhaustive, and that the results that can be or are derived from these findings are based on certain assumptions and parameters / conditions. As such, a blanket, generic use of the derived results or the methodology is not encouraged. Further, the F&S Report is not a recommendation to invest / disinvest in any company covered in the F&S Report. Accordingly, prospective investors should not base their investment decision solely on the information in the F&S Report. The commissioned F&S Report also highlights certain industry and market data, which may be subject to assumptions. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions vary widely among different industry sources. Further, such assumptions may change based on various factors. We cannot assure you that F&S’ assumptions are correct and will not change and, accordingly, our position in the market may differ, favourably or unfavourably, from that presented in this Draft Red Herring Prospectus. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any investment in the Offer pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or derived from, the F&S 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 F&S Report before making any investment decision regarding the Offer. 46. The information included in this Draft Red Herring Prospectus in relation to our listed peers may not be comparable and it may be difficult to benchmark and evaluate our financial performance against other operators who operate in the same industry as us. While our listed peers (Thermax Limited, Praj Industries Limited and Ion Exchange (India) Limited) may have similar service offerings, our business may be different in terms of differing scale, business models, product 78verticals serviced or focus areas or geographical presence. Therefore, investors must rely on their own examination of our accounting ratios, non-GAAP measures and key performance indicators relating to our financial and operating performance for the purposes of investment in this Offer. We cannot assure you that our non-GAAP measures, key performance indicators and accounting ratios will improve in the future. An inability to improve or maintain our non-GAAP measures, key performance indicators and accounting ratios may adversely affect the market price of the Equity Shares. Moreover, there are no standard methodologies in the industry for the calculation of such indicators, measures and metrics. For further details, please see "Basis for Offer Price" on page 166. Our competitive position may differ from that presented in this Draft Red Herring Prospectus and any valuation exercise undertaken for the purposes of the Offer by our Company, in consultation with the BRLMs, and may not be based on a benchmark with our listed industry peers. The relevant parameters based on which the Price Band would be determined, shall be disclosed in the advertisement that would be issued for publication of the Price Band. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the industry we operate in, developments relating to India, announcements by us or our competitors of significant acquisitions, strategic alliances, other external conditions or situations, announcements by third parties or governmental entities of significant claims or proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. 47. Our Promoters, Sandeep Sudhakar Asolkar and Priya Sandeep Asolkar have provided personal guarantees for the lending facilities availed by our Company, our Subsidiaries, Hindustan Waste Treatment Limited (“HWT”) & Pentagen Biofuels Private Limited (“PBPL”) and our Promoter Group entity, Asolkar Tradecraft Private Limited (“ATPL”). The Promoters may provide additional guarantees in the future and any failure or default in repaying such loans could trigger repayment obligations on our Promoters, which may also impact our Promoters’ ability to effectively service their obligations as our Promoters and thereby, adversely impact our business and operations. Our Promoter, Sandeep Sudhakar Asolkar has provided personal guarantees for the loan facilities availed by our Company, and our Subsidiaries, HWT & PBPL. Additionally, our Promoters, Sandeep Sudhakar Asolkar and Priya Sandeep Asolkar have provided personal guarantees for ATPL, our Promoter Group entity, in connection with the issuance of non-convertible debentures carried out by ATPL and may continue to do so in the future (our Company, PBPL and ATPL collectively as “Borrower”). For further details regarding the guarantees given by our Promoters, please refer “History and Certain Corporate Matters – Guarantees given by our Promoter Selling Shareholders” on page 308. Any default or failure by the Borrowers to repay the loans in a timely manner or at all, could trigger repayment obligations on the part of our Promoters who have provided personal guarantees in respect of such loans. This, in turn, could have an impact on their ability to effectively service their obligations as Promoters of our Company, thereby having an adverse effect on our business, results of operation and financial condition. 48. Our insurance coverage may not be adequate to protect us against all potential losses, which may have a material adverse effect on our business, financial condition, cash flows and results of operations. We could be held liable for accidents that occur at our manufacturing units or otherwise arise out of our operations. In the event of personal injuries, fires or other accidents suffered by our employees or other people, we could face claims alleging that we were negligent, provided inadequate supervision or be otherwise liable for the injuries. Our operational, owned and leased or licensed, properties are insured with independent third parties in respect of buildings and equipment covering losses due to fire, burglary, terrorism, earthquake and allied perils. Our key insurance policies cover general liability, property damage, transport and environmental risk. We have also obtained vehicle insurance in respect of the vehicles owned by our Company. The following table sets forth details of our insurance coverage on our tangible fixed assets as on March 31, 2025, March 31, 2024 and March 31, 2023: (in ₹ million, unless specified otherwise) As of Particulars March 31, 2025 March 31, 2024 March 31, 2023 Amount of tangible fixed assets 644.62 535.12 320.05 Amount of insurance obtained 1,374.96 1,432.75 1,220.14 Insurance coverage (%) 213.30 267.74 381.24 * Does not include value of free hold land and intangible assets. 79# Sum insured with respect to assets is based on market price in case of immovable property & at replacement cost in case of vehicles. Set forth below are the details of the insurance losses experienced by our Company, in the last three financial years: Financial period to Insurance cover for the said Location Details of Date of Loss Claim which the event of loss loss Claim incurred received loss pertains (in ₹ (in ₹ million) million) FY 2025 ₹1,000.00 million Bayad, Transit August 28, 11.87* 5.20 Gujarat Damage 2024 FY 2024 ₹250.00 million Panvel Flood July 20, 1.97 1.37 (Enhanced to ₹350.00 million) warehouse Damage 2023 FY 2023 No Claim - - - - - * Consists of expenses incurred for/in relation to repair/restoration of goods damaged in transit There are possible losses, which we may not have insured against or covered or wherein the insurance cover in relation to the same may not be adequate. If we were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our insurance policies, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. For details, see “Our Business – Insurance” on page 292. Our policies are subject to standard limitations that apply to the length of the interruption covered and the maximum amount that can be claimed. 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, insurance policies. We cannot assure you that the operation of our business will not be affected by any of the risks and hazards listed above. In addition, our insurance may not provide adequate coverage in certain circumstances including losses arising due to third-party claims that are either not covered by insurance or the values of which exceed insurance limits, economic or consequential damages that are outside the scope of insurance coverage and claims that are excluded from coverage. If our arrangements for insurance are not adequate to cover claims, we may be required to make substantial payments and our results of operations, financial condition and cash flows may therefore be adversely affected. We may not have identified every risk, and further may not be insured against every risk, including operational risks that may occur, and the occurrence of an event that causes losses more than the limits specified in our policies, or losses arising from events or risks not covered by insurance policies or due to the same being inadequate. Any of the above could materially harm our financial condition and future results of operations and cash flows. There can be no assurance that any claims filed will be honoured fully or in a timely fashion under our insurance policies. In addition, we may not be able to renew certain of our insurance policies upon their expiration, either on commercially acceptable terms or at all. 49. Failure or disruption of our IT systems, or cybersecurity breaches or similar disruptions, may adversely affect our business, financial condition, results of operations and prospects. We rely on our information technology and ERP systems for our operations and their reliability and functionality is critical to our business success. If our IT systems malfunction or experience extended periods of downtime, we may not be able to run our operations safely or efficiently. We are subject to cyber security risks and may incur costs to minimize those risks. Any cybersecurity breaches, such as unauthorized access, accidents, employee errors or malfeasance, computer viruses, computer hackings or other disruptions could compromise the security of our data and infrastructure, thereby exposing such information to unauthorized access by third parties. Techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target. We may be required to deploy significant capital and other resources to remedy, protect against or alleviate these and related problems, and we may not be able to resolve these problems promptly, or at all. While we have not faced any cybersecurity breaches in the last three years, any security breaches that occur could disrupt our operations, increase our security costs, or expose us to potential losses due to data corruption or information leakage, which could have a material adverse effect on our business, financial condition and results of operations. We are dependent on the capacity and reliability of the communications, information and technology systems supporting our operations, whether developed, owned and operated by us or by third parties. Operational risks, such as operational errors or interruptions of our data processing systems, whether caused by the failure to prevent or mitigate data losses and other security breaches, or other cyber security threats or attacks, fire or other disaster, power or telecommunications failure, could result in a disruption of our business and/or cause reputational 80damage, and may have a material adverse effect on our business, financial condition and results of operations. Furthermore, unavailability of, or failure to retain, well-trained employees capable of constantly servicing our IT system, may lead to inefficiencies or disruption of the IT system and consequently our business and operations. We cannot assure you that we will be able to improve our IT systems and upgrade our technology infrastructure at a rate commensurate with the increase in the size and complexity of the operations that we may undertake in the future. Furthermore, any damage or system failure that causes interruptions or delays in the input, retrieval or transmission of data could disrupt our normal operations and possibly interfere with our ability to undertake projects pursuant to the requirements of our contracts. Should such an interruption or delay occur, we can neither assure you that it will not result in the loss of data or information that is important to our business nor that we will be able to restore our operational capacity within a sufficiently adequate timeframe to avoid disruptions to our business. If our systems malfunction or experience extended periods of downtime, we will not be able to run our operations safely or efficiently. We may suffer losses in revenue, reputation, volume of business, and our business, financial condition and results of operation may be materially and adversely affected. 50. Our failure to keep our technical knowledge confidential could erode our competitive advantage. We possess extensive technical knowledge about our technologies. Such technical knowledge has been built up through our own experiences and through our research and development. Our technical knowledge is a significant independent asset, which may not be adequately protected by intellectual property rights. Some of our technical knowledge is protected only by secrecy. As a result, we cannot be certain that our technical knowledge will remain confidential in the long run. Certain proprietary knowledge may get leaked, either inadvertently or wilfully, at various stages of the production process. A significant number of our employees have access to confidential design and product information and there can be no assurance that this information will remain confidential. Moreover, certain of our employees may leave us and join our various competitors. Although we may seek to enforce non-disclosure agreements in respect of research and development with our key employees, we cannot guarantee that we will be able to successfully enforce such agreements. In the event that the confidential technical information in respect of our processes and products or business becomes available to third parties or to the general public, any competitive advantage we may have over our peers could be harmed. If a competitor is able to reproduce or otherwise capitalise on our technology, it may be difficult, expensive or impossible for us to obtain necessary legal protection. Consequently, any leakage of confidential technical information could have an adverse effect on our business, results of operations, financial condition and future prospects. Further, if our customers’ confidential information is misappropriated by us or our employees, our customers may consider us liable for that act and seek damages and compensation from us, in addition, to seeking termination of our engagements with our customers. Assertions of misappropriation of confidential information or the intellectual property of our customers against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. Even if such assertions against us are unsuccessful, they may cause us to incur reputational harm and substantial cost. 51. We conduct transactions in foreign currencies and are exposed to risks associated with foreign exchange rate fluctuations. Although our Company’s reporting currency is in Indian Rupees, we transact a significant portion of our business in several other currencies. Our global footprint exposes us to certain currency exchange risks, arising primarily from our import of goods for our operations, and foreign currency receivables. We hedge our foreign exchange exposure through forward contracts. We are exposed to foreign currency risk on the unhedged exposure of foreign currency payables and receivables. As of March 31, 2025, March 31, 2024 and March 31, 2023, our total foreign currency exposure (on a consolidated basis) was as follows: (in ₹ million) Exposure to currency risk March 31, 2025 March 31, 2024 March 31, 2023 Financial Assets Net financial assets – USD 32.26 41.84 41.11 Net financial assets – Euro 0.04 0.72 - Net financial assets – Other currencies 0.26 0.36 - Financial liabilities 81(in ₹ million) Exposure to currency risk March 31, 2025 March 31, 2024 March 31, 2023 Net financial liabilities – USD 393.06 775.02 594.09 Net financial liabilities – Euro 33.34 1.84 (12.82) Net financial liabilities- Other currencies 7.49 - - Net exposure* 401.33 733.93 540.16 *Financial liabilities less Financial Assets Our consolidated net foreign exchange gains for the Fiscals 2025, 2024 and 2023 were as follows: (in ₹ million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Net gain on foreign currency transactions 4.14 7.27 9.23 Net loss on foreign currency transactions 1.16 0.48 - Depreciation of the Indian Rupee against foreign currencies will generally have a positive effect on our foreign currency receivables, revenues and operating income, and a negative effect on our foreign currency payables and purchases. Similarly, appreciation of the Indian Rupee against foreign currency will generally have a negative effect on our foreign currency receivables and revenues, and a positive effect on our foreign currency payables and purchases. There can be no guarantee that such fluctuations will not adversely affect our results of operations as we continue to expand our sales globally. The realisation of any of these risks could have an adverse effect on our financial condition and results of operations. 52. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a downgrade of our rating may restrict our access to capital and thereby adversely affect our business and results of operations. As of the date of this Draft Red Herring Prospectus, our Company has received the following credit ratings on our debt and credit facilities. Financial Year Agency Date of credit rating Credit Rating - Credit Rating - Long Term Bank Short Term Bank Facilities Facilities Fiscal 2026 CARE Ratings Ltd. April 8, 2025 CARE A CARE A1+ Fiscal 2025 CARE Ratings Ltd. April 2, 2024 CARE A CARE A1+ Fiscal 2024 CARE Ratings Ltd. April 12, 2023 CARE A - CARE A1 Credit ratings are based on a number of factors, including the financial strength, as well as factors that may not be within our control, such as macroeconomic conditions and the rating agencies’ perception of the industries in which we operate and the services we offer. Our credit rating reflects, amongst other things, the rating agency’s opinion of our financial strength, operating performance, strategic position, and ability to meet our obligations. Our inability to obtain such credit rating in a timely manner or any non-availability of credit ratings, or poor ratings, or any downgrade in our ratings may increase borrowing costs and constrain our access to capital and lending markets and, as a result, could adversely affect our business and results of operations. Further, any downgrade in our credit ratings may also trigger an event of default or acceleration of repayment of certain of our borrowings and non-availability of credit ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing arrangements. If any of these risks materialise, it could have a material adverse effect on our business, reputation, results of operations and financial condition. 53. We rely on contract labour for carrying out certain of our operations and we may be held responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on our results of operations, cash flows and financial condition. In order to retain flexibility and control costs, we engage contract labour and also appoint independent contractors who in turn engage on-site contract labour for performance of certain of our operations. The cost of total labour charges for the Fiscals 2025, 2024 and 2023 were ₹ 11.76 million, ₹17.62 million and ₹7.86 million, respectively. Further, we appoint independent contractors who in turn engage a significant number of on-site contract labourers for performance of our business operations. Even for the contract labour engaged by independent contractor, we may be held responsible for any wage payments to be made to such labourers in the event of default by such independent contractor(s). Any requirement to fund their wage requirements may have an adverse impact on our results of operations and financial condition. In addition, under the Contract Labor (Regulation and Abolition) Act, 1970, we may be required to absorb a number of such contract labourers as permanent employees. Thus, any 82such order from a regulatory body or court may have an adverse effect on our business, results of operations, cash flows and financial condition. In the long term, increases in labour costs in India may make us less competitive unless we are able to increase our efficiency and productivity proportionately and we can pass on such costs in the prices that we charge our customers. Any significant increase in our labour costs may have an adverse effect on our business, cash flows, results of operations and financial condition. 54. We have presented certain supplemental information of our performance and liquidity which is not prepared under or required under Ind AS. This Draft Red Herring Prospectus includes our Operating EBITDA, Operating EBITDA Margin, PAT Margin, ROE, ROCE, Net Debt to Equity Ratio and Networth (collectively “Non-GAAP Measures”) and certain other industry measures related to our operations and financial performance, which are supplemental measures of our performance and liquidity and are not required by, or presented in accordance with, Ind AS, IFRS or U.S. GAAP. These Non-GAAP Measures and industry measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or U.S. GAAP. In addition, such Non-GAAP Measures and industry measures are not standardized terms, and may vary from any standard methodology that is applicable across the Indian financial services industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies, and hence a direct comparison of these Non- GAAP Measures and industry measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures and industry measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures and industry measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. These Non-GAAP Measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. 55. We cannot assure payment of dividends on the Equity Shares in the future. Our Company has adopted a formal dividend distribution policy on August 14, 2024. While we have in the past declared and paid dividends, our ability to pay dividends in the future will depend upon our future results of operations, financial condition, cash flows, sufficient profitability, working capital requirements and capital expenditure requirements and other factors considered relevant by our Directors and Shareholders. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, profitable growth of our Company and specifically profits earned and available for distribution during the relevant fiscal, accumulated reserves including retained earnings past dividend pattern of our Company and the industry, liquidity position of our Company, capital expenditure to be incurred by our Company, accumulated reserves, liquidity position of our Company including its working capital requirements and debt servicing obligations. In addition, our ability to pay dividends may be impacted by a number of factors such as economic environment, changes in the Government policies and regulatory provisions, inflation rates and any other relevant or material factor as may be deemed fit by our Board. Our ability to pay dividends may also be restricted under certain financing arrangements that we may enter into. We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. For details pertaining to our dividend policy, see “Dividend Policy” on page 352. 56. We are exposed to a variety of risks associated with safety, security and crisis management. We are committed to ensure the safety and security of our customers, customers’ employees, our employees and assets against natural and man-made threats. These include, but are not limited to, exceptional events such as extreme weather, civil or political unrest, violence and terrorism, serious and organized crime, fraud, employee dishonesty, cybercrime, pandemics, fire and day-to-day accidents, incidents, health crises of customers and petty crime which impact the client or employee experience, could cause loss of life, sickness or injury and result in compensation claims, fines from regulatory bodies, litigation and impact our reputation. Serious incidents or a combination of events could escalate into a crisis which, if managed poorly, could further expose us and our brands to significant reputational damage. 83Further, the occurrence of events such as accidents or any criminal activity at any of our manufacturing units / waste treatment locations may result in personal injury or loss of life, substantial damage to or destruction of property and equipment resulting in the suspension of operations, and may subject us to legal proceedings resulting in adverse publicity and cause a loss of customer confidence in our business. Such events occurring at any one of our locations may also have an adverse effect on our reputation and may also adversely affect operations of our other locations. 57. We will not receive any proceeds from the Offer for Sale portion. The Offer includes an offer for sale of up to 12,307,500 Equity Shares by the Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Selling Shareholders and we will not receive any such proceeds. The proceeds from the Offer for Sale will be transferred to each of the Selling Shareholders, in proportion to its respective portion of the Offered Shares transferred by each of them in the Offer for Sale (after deducting applicable Offer-related expenses and taxes) and will not result in any creation of value for us or in respect of your investment in our Company. 58. The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval. The proceeds received from the Offer for Sale will not form part of the proceeds from the Fresh Issue. We propose to use the Net Proceeds towards prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by our Company and our Subsidiary, Vasudha Waste Treatment Private Limited, and funding our working capital requirements, as set forth in “Objects of the Offer” section on page 151. The proposed deployment of Net Proceeds has not been appraised by any bank or financial institution or other independent agency and is based on internal management estimates based on current market conditions and historic level of expenditures. We shall appoint a monitoring agency to monitor the Net Proceeds. Further, pursuant to Section 27 of the Companies Act, any variation in the utilization of the Net Proceeds shall be on account of a variety of factors such as our financial condition, business and strategy and external factors such as market conditions and competitive environment, which may not be within the control of our management, would require a special resolution of the Shareholders and the Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects of the Offer, at such price and in such manner in accordance with applicable law. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or operations. Our management estimates may differ from the value that would have been determined by third party appraisals, which may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an adverse impact on our business, financial condition, results of operations and cash flows. Various risks and uncertainties, including those set forth in this “Risk Factors” section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business, including delaying the schedule of implementation of projects for which the Net Proceeds are intended for. As a consequence of any increased costs, our actual deployment of funds may be higher than our management estimates, for which we may require additional funding that we may not be able to arrange on commercially acceptable terms, or at all. We may also face delays or incur additional costs due to failure to receive regulatory approvals, technical difficulties, human resource, technological or other resource constraints, or for other unforeseen reasons, events or circumstances. Accordingly, the use of the Net Proceeds to fund our growth and for other purposes identified by our management may not result in actual growth of our business, increased revenue or profitability or an increase in the value of our business and your investment. 59. We may not be able to derive the expected benefits of the deployment of the Net Proceeds, in a timely manner, or at all. Our Company intends to use the Net Proceeds including for repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company and one of our Subsidiaries. The amount utilized to prepay / repay these loans will, therefore, not be available for investment in our business and will not result in any immediate increase in the value of your investment in our Equity Shares. Further, we cannot ascertain whether such initiatives will result in reduced expenses or have an equivalent monetary impact. Furthermore, a part of the Net Proceeds shall also be used for funding our working capital requirements and general corporate purposes, and our 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 on our results of operation and financial condition. The details in this regard 84have been disclosed in the section entitled “Objects of the Offer” on page 151. There can be no assurance that we will be able to derive the expected benefits of the deployment of the Net Proceeds, in a timely manner or at all. 60. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval. We propose to utilise the Net Proceeds towards funding the following objects: (a) prepayment of all or a portion of certain outstanding borrowings availed by our Company and its Subsidiary, namely Vasudha Waste Treatment Private Limited; (b) funding our working capital requirements; and (c) general corporate purposes. For details, see “Objects of the Offer” on page 151. The planned use of the Net Proceeds is based on current conditions and is subject to changes in external circumstances, costs, other financial conditions or business strategies. The deployment of the Net Proceeds is based on management estimates, current circumstances of our business, prevailing market conditions and has not been appraised by any bank, financial institution or other independent party. These estimates may be inaccurate, and we may require additional funds to implement the purposes of the Offer. Accordingly, at this stage, we cannot determine with any certainty if we will require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of the competitive environment, business conditions, economic conditions or other factors beyond our control. Any delay in our schedule of implementation may cause us to incur additional costs. Such time and cost overruns may adversely impact our business, financial condition, results of operations and cash flows. In accordance with Sections 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 through 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. In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized proceeds of the Offer, if any, even if such variation is in our interest. This may restrict our ability to respond to any change in our business or financial condition by re-deploying the unutilized portion of the Net Proceeds, if any, or varying the terms of any contract, which may adversely affect our business and results of operations. 61. Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow them to exercise influence over us. After the completion of the Offer, our Promoters will continue to exercise substantial control over our Company and may have interests that are different from those of other Shareholders. Further, the involvement of our Promoters in our operations, including through strategy, direction and customer relationships have been integral to our development and business and the loss of our Promoters may have a material adverse effect on our business and prospects. Our Promoters will continue to exercise influence over all matters requiring shareholders’ approval, including the composition of our Board of Directors, the adoption of amendments to our constitutional documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, investments and capital expenditures. This concentration of ownership may also delay, defer or even prevent a change in control of our Company and may make some transactions more difficult or impossible without the support of our Promoters. Further, the Promoters’ shareholding may limit the ability of a third party to acquire control. The interests of our Promoters could conflict with our Company’s interests, your interests or the interests of our other shareholders. There is no assurance that our Promoters will act to resolve any conflicts of interest in our Company’s or your favour. 62. Our Directors and Promoters may enter into ventures which are in businesses similar to ours. Our Promoter and Director, Saketchandrasingh Pratapsingh Dhandhoriya is also a director on the board of our Subsidiaries, Hindustan Waste Treatment Private Limited, Pentagen Biofuels Private Limited and Vasudha Waste Treatment Private Limited, while our Director, Sarvesh Kumar Garg is also a director on the board of our Subsidiaries, Chavare Engineering Private Limited, Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) and our Associate, Turbomax India Private Limited. The interests of our Directors or Promoters may not align with the interests of our other Shareholders due to their involvement in other ventures which are in businesses similar to ours or that may compete with our business or may benefit from preferential treatments when doing business with our Company. Our Directors, or Promoters, as applicable, may, for business considerations or otherwise, in transactions with other ventures where they may have interest, 85cause our Company to take actions, or refrain from taking actions, in order to benefit themselves instead of our Company’s interests or the interests of its other Shareholders and which may be harmful to our Company’s interests or the interests of our other Shareholders, which may materially adversely impact our business, financial condition, results of operations and cash flows. There can be no assurance that our Promoters or Directors or any company controlled by them will not enter into businesses similar to ours or compete with our existing business or any future business that we may undertake or that their interests will not conflict with ours. Any such present and future conflicts could have a material adverse effect on our reputation, business, results of operations, cash flows and financial condition. 63. We have entered, and will continue to enter, into related party transactions which may involve conflicts of interest. Further, our Promoters, Directors and Key Managerial Personnel have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits. We have in the past entered into certain related party transactions with our Promoters, Key Managerial Personnel, Directors and our Subsidiaries. Further, our Promoters, Directors and Key Managerial Personnel have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits, and may also be eligible to be allotted ESOPs in the future. Our Company has also adopted the ‘Policy on materiality of related party transactions and dealing with related party transactions’ on November 29, 2024, which provides the criteria for identification of material related party transactions and ensures that the terms of related party transactions are not more favourable than those that could have been negotiated with unrelated third parties. Further, our Company has not faced any issues such as concerns raised by shareholders, regulatory authorities, or auditors about potential conflicts of interest or unfair terms in the past regarding related party transactions. For further details in relation to our related party transactions for the Fiscals 2025, 2024 and 2023, see “Summary of the Offer Document – Summary of Related Party Transactions” on page 34. For further details in relation to interest of our Directors, and Key Managerial Personnel and Senior Management, see “Our Management - Interest of Directors” and “Our Management - Interest of Key Managerial Personnel and Senior Management” on pages 327 and 343, respectively. All such related party transactions for the Fiscals 2025, 2024 and 2023 have been conducted on an arm’s length basis and were not prejudicial to our interests. Further, the details in relation to related party transactions, wherein the related party transactions undertaken by our Company for the last three fiscals is more than 10%* (for all the three fiscals combined) of the total transactions of a similar nature, is provided below: Amount of Related Party Transaction Nature of (in ₹ million) Name of Related Party Transaction FY FY FY 202 2025 2024 3 Vasudha Waste Treatment Private Limited Interest on Loan 20.7 52.5 54.15 (Income) 3 7 Fine Aeration Systems Private Limited Interest on Loan 5.97 (Income) 14.3 0.05 7 Fine Aeration Systems Private Limited Purchase of - Material at 366. 229. Gross 57 02 Sandeep Sudhakar Asolkar Dividend 105. 40.5 31.59 28 0 Chavare Engineering Private Limited Dividend 6.12 4.08 - (income) Sustainyx Smart Solution Private Limited Purchase of - 219.9 - (formerly known as Navitas Waste Treatment Private Limited) Shares 9 Turbomax India Private Limited Investment in - Shares 40.4 37.2 3 4 Chavare Engineering Private Limited Corporate 2.20 Guarantee 2.20 1.60 Commission (Income) Vasudha Waste Treatment Private Limited Corporate 5.41 1.58 - Guarantee 86Commission (Income) Sustainyx Smart Solutions Private Limited (formerly known as Navitas Waste Loan Closing - 221. - Treatment Private Limited) Balance 57 Vasudha Waste Treatment Private Limited Loan Closing 205. 369.8 632. Balance 16 9 33 Fine Aeration Systems Private Limited Loan Closing Balance 150. 124.2 7.04 67 0 * For transactions other than loan and investment transactions, the computation has been done basis Restated Consolidated Financial Information including the transactions / balances eliminated on consolidation as given in note 52(3)(B) and (D) of the Restated Consolidated Financial Information. For loan and investment transactions, the calculation has been done considering the outstanding balances of loans / investments at the end of the period (including the balances eliminated on consolidation as given in note 52(3)(B) and (D) of the Restated Consolidated Financial Information). In the future, we may enter into related-party transactions which will be subject to approval by our Audit Committee, Board or shareholders, as required under the Companies Act, 2013 and the SEBI Listing Regulations, and we cannot assure you that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition, cash flows and results of operations or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties. Such future related-party transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company and we cannot assure you that such future transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition, cash flows and results of operations. External Risk Factors 64. The occurrence of natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could adversely affect our results of operations, cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and our business. The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other acts of violence or war may adversely affect the Indian securities markets. In addition, any deterioration in international relations, especially between India and its neighbouring countries, may result in investor concern regarding regional stability which could adversely affect the price of the Equity Shares. In addition, India has witnessed local civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse effect on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and the market price of the Equity Shares. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1, and H1N1 strains of influenza in birds and swine and more recently, the SARS-CoV-2 virus and the monkeypox virus. Another outbreak of any new variant of COVID-19 pandemic such as the new JN.1 variant or future outbreaks of SARS- CoV-2 virus or a similar contagious disease could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material adverse effect on our business and the trading price of the Equity Shares. 65. Political, economic or other factors that are beyond our control may have an adverse effect on our business, cash flows and results of operations. We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which we operate. There have been periods of slowdown in the economic growth of India. Demand for our solutions may be adversely affected by an economic downturn in domestic, regional and global economies. Our results of operations are significantly affected by factors influencing the Indian economy. Economic growth in India is affected by various factors including: • domestic consumption and savings, and prevailing income conditions among consumers and corporations in India; • any increase in Indian interest rates or inflation; 87• political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries; • any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing for our expansions; • volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges; • changes in India’s tax, trade, fiscal or monetary policies; • balance of trade movements, namely export demand and movements in key imports; • any downgrading of India’s debt rating by a domestic or international rating agency; • financial instability in financial markets; • global economic uncertainty and liquidity crisis and volatility in exchange currency rates; and • other significant regulatory or economic developments in or affecting India or its waste treatment industry. Consequently, any future slowdown in the Indian economy could harm our business, results of operations, financial condition and cash flows. Also, a change in the government or a change in the economic and deregulation policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in particular and high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such decrease our operating margins. To date, we have not experienced any material interruptions in our business operations in connection with these conflicts. We have no way to predict the progress or outcome of the conflict in Ukraine as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could affect our business, financial condition, cash flows and results of operations. 66. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act could in turn adversely affect our business and cash flows. The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India and has mandated the Competition Commission of India to regulate such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the Central Government notified and brought into force the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations (“Combination Regulations”) under the Competition Act with effect from June 1, 2011. The Combination Regulations require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission of India. Additionally, on May 11, 2011, the Competition Commission of India issued the Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, which sets out the mechanism for implementation of the merger control regime in India. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the Competition Commission of India has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect in India. We do not have any outstanding notices in relation to non-compliance with the Competition Act or the agreements entered into by us. The Government of India has also introduced the Competition (Amendment) Bill, 2023 in the Lok Sabha on February 8, 2023, which has proposed several amendments to Competition (Amendment) Bill, 2022 introduced in the Lok Sabha in August, 2022 and the Competition Act. These amendments include the introduction of deal value thresholds for assessing whether a merger or acquisition qualifies as a “combination”, expedited merger review timelines, codification of the lowest standard of “control” and enhanced penalties for providing false information or a failure to provide material information. As these are draft amendments, we cannot ascertain at this stage whether the proposed amendments will come into force in the form suggested or at all, their applicability, partially or at all, in respect of our operations once they come into force, or the extent to which the amendments, if and when they come 88into force, will result in additional costs for compliance, which in turn may adversely affect our business, results of operations, cash flows and prospects. However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business and cash flows. 67. 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 which we operate is evolving and subject to change. Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws, rules, and regulations applicable to us and our business. Unfavorable 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, our business, operations, or group structure being deemed to be in contravention of such laws and/or may require us to apply for additional approvals. We may incur increased costs and expend resources relating to compliance with such new requirements, which may also require significant management time, 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 impact the viability of our current business or restrict our ability to grow our business in the future. 68. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares. Under foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to compliance with sectoral norms and certain other exceptions), if they comply with the pricing guidelines and reporting requirements specified by the RBI. If a transfer of shares, which are sought to be transferred, is not in compliance with such requirements and fall under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities. We cannot assure you that any required approval from the RBI or any other governmental agency can be obtained on any particular terms or at all. In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction / purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure investors that any required approval from the RBI or any other governmental agency can be obtained on any particular terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 567. 69. Rights of shareholders under Indian laws may be more limited than under the 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 Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another jurisdiction. 8970. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial condition. Our Restated Consolidated Financial Information are derived from our audited consolidated financial statements as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS, and all restated in accordance with requirements of Section 26 of Part I of Chapter III of Companies Act, SEBI ICDR Regulations, and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI. Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles on the financial data included in this 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 and Indian GAAP. Accordingly, the degree to which the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. 71. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities of companies based on various objective criteria such as significant variations in price and volume, concentration of certain client accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net worth, price / earnings multiple and market capitalization. Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. 72. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges. The determination of the Price Band and discount, if any, shall be based on various factors and assumptions, and will be determined by our Company, in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of the Equity Shares shall be determined by our Company, in consultation with the Book Running Lead Managers through the Book Building Process. These shall be based on numerous factors, including those described under “Basis for Offer Price” on page 166, and may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges. The price of our Equity Shares upon listing on the Stock Exchanges will be determined by the market and may be influenced by many factors outside of our control. For further details, see “- Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the current market price of some securities listed pursuant to initial public offerings which were managed by the Book Running Lead Managers in the past, is below their respective issue prices” on page 91. 9073. As a publicly listed company, we will be subject to additional compliance requirements and increased scrutiny. Further, the majority of our Directors are not directors in any listed entities, which may affect our ability to meet such additional compliance requirements. We are not a publicly listed company and have not historically been subject to increased scrutiny by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. Further, we will need to maintain and improve the effectiveness of our disclosure controls and procedures, and our internal controls over financial reporting, including keeping adequate records of daily transactions. In order to do this, significant resources and management attention will be required. Additionally, our Directors, except for Chandrakant Vallabhaji Gogri and Neha Rajen Gada, are not directors in any listed entities. Consequently, additional management attention may be required to ensure compliance with the requirements associated with publicly listed companies. Further, we may need to hire additional personnel with appropriate experience and technical knowledge to ensure that we meet these additional requirements, which may require us to incur additional expenses. We cannot guarantee that we will be able to hire such personal in a timely or efficient manner. 74. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the current market price of some securities listed pursuant to initial public offerings which were managed by the Book Running Lead Managers in the past, is below their respective issue prices. Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market for our Equity Share on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings managed by the Book Running Lead Managers may be below their respective issue price. For further details, see “Other Regulatory and Statutory Disclosures – Price information of past issues handled by the Book Running Lead Managers” on page 525. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, the failure of security analysts to cover the Equity Shares after this Offer, or changes in the estimates of our performance by analysts, the activities of competitors and suppliers, future sales of the Equity Shares by our Company or our shareholders, 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. 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. In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless of our Company’s performance. There can be no assurance that the investor will be able to resell their Equity Shares at or above the Offer Price. 75. The average cost of acquisition of Equity Shares for our Selling Shareholders may be lower than the Offer Price. The average cost of acquisition of Equity Shares for our Selling Shareholders may be lower than the Offer Price. The details of the average cost of acquisition of Equity Shares held by our Selling Shareholders as at the date of this Draft Red Herring Prospectus is set out below: Average Cost of Number of Equity Name Type of Selling Shareholder Acquisition per Shares held Equity Share (in ₹) Sandeep Sudhakar Asolkar jointly Promoter Selling Shareholder 18,085,470 36.72 with Priya Sandeep Asolkar Saketchandrasingh Pratapsingh Promoter Selling Shareholder 8,434,125 36.72 Dhandoriya Jaya Chandrakant Gogri jointly with Chandrakant Vallabhaji Gogri and Other Selling Shareholder 5,749,350 52.61 Hetal Gogri Gala Jayshree Harit Shah jointly with Harit Other Selling Shareholder 4,68,750 42.85 91Average Cost of Number of Equity Name Type of Selling Shareholder Acquisition per Shares held Equity Share (in ₹) Paragji Shah Sandeep Sambhaji Parab Other Selling Shareholder 4,592,715 36.72 Rajesh Kesavan Nambisan Other Selling Shareholder 4,592,715 36.72 Kumaraguru Madurakavi Other Selling Shareholder 4,592,715 36.72 Sarvesh Kumar Garg Other Selling Shareholder 5,527,215 36.72 Veera Veera Satyanarayana Other Selling Shareholder 2,143,860 36.72 Yannamani Hardik Suresh Matalia Other Selling Shareholder 36,750 36.72 Parag Bipinchandra Shah Other Selling Shareholder 36,750 36.72 Note: As certified by H H Dedhia & Associates, pursuant to their certificate dated August 25, 2025. For more details regarding weighted average cost of acquisition of Equity Shares by our Selling Shareholders in our Company, see “Summary of the Offer Document” on page 29. 76. Our Company has issued Equity Shares during the preceding one year at a price that may be below the Offer Price. In the preceding one year from the date of this Draft Red Herring Prospectus, our Company has issued Equity Shares at a price that may be lower than the Offer Price, through an allotment of Equity Shares on September 5, 2024, pursuant to a bonus issue, as disclosed in ‘Capital Structure - Notes to the Capital Structure – Equity Share capital history of our Company’ on page 114. The price at which Equity Shares have been issued by our Company in the preceding one year is not indicative of the price at which they will be issued or traded after listing. For details on such allotments, see “Capital Structure” on page 113. 77. Investors may be subject to Indian taxes applicable on income arising from distribution of dividend and sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company is generally taxable in India. Investors may be subject to payment of long-term or short-term capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more or less than 12 months immediately preceding the date of transfer. While non-residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s right to impose a tax on capital gains arising from the sale of shares of an Indian company. In terms of the Finance Act, 2018, with effect from April 1, 2018, taxes payable by an assessee on the capital gains arising from transfer of long-term capital assets (introduced as Section 112A of the Income-Tax Act, 1961, as amended from time to time) shall be calculated on such long-term capital gains at the rate of 12.50% (plus applicable surcharge and cess), where the long-term capital gains exceed ₹125,000, subject to certain exceptions in case of resident individuals and Hindu Undivided Families. The stamp duty for transfer of certain securities, other than debentures, on a delivery basis is currently specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. Under the Finance Act 2020, any dividends paid by an Indian company will be subject to tax in the hands of the shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends. The Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax at source pursuant to any corporate action including dividends. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares. Unfavorable 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. 78. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not permitted to withdraw their Bids after Bid / Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. However, Retail Individual Investors can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date. While our Company is required 92to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within such period as may be prescribed under applicable law, events affecting the Bidders’ decision to invest in the Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operation or financial condition may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. 79. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution. However, if the laws of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, you may suffer future dilution of your ownership position and your proportional interests in our Company would be reduced. 80. Future issuances or sales of Equity Shares, or convertible securities or other equity-linked securities could adversely affect the trading price of the Equity Shares. Our future issuances of Equity Shares, convertible securities or securities linked to the Equity Shares by us (including under employee stock option plans) or the disposal of Equity Shares by our Promoter or any of our other principal shareholders or the perception that such issuance or sales may occur, including to comply with the minimum public shareholding norms applicable to listed companies in India, may significantly affect the trading price of the Equity Shares and our ability to raise capital through an issue of our securities. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose of, pledge or otherwise encumber the Equity Shares. Any future issuances could also dilute the value of your investment in our Company. 81. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the value of our Equity Shares, independent of our operating results. Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any dividends, if declared, in respect of our Equity Shares will be paid in Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in exchange rates during the time that it takes to undertake such conversion may reduce the net dividend to such investors. In addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the net proceeds received by shareholders. The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially in the future, which may have a material adverse effect on the value of the Equity Shares and returns from the Equity Shares, independent of our operating results. 82. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the Offer. Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Offer 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 93that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. For further details, see “Offer Procedure” on page 545. 94SECTION IV – INTRODUCTION THE OFFER The following table summarizes details of the Offer: Offer of Equity Shares(1) Up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million of which: (i) Fresh Issue (1)^ Up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹1,500.00 million (ii) Offer for Sale (2) Up to 12,307,500 Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million Including Employee Reservation Portion (3)(4) Up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million Net Offer Up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million The Net Offer comprises of: A) QIB Portion (5)(6) Not more than [●] Equity Shares of face value of ₹2 each of which: (i) Anchor Investor Portion Up to [●] Equity Shares of face value of ₹2 each (ii) Net QIB Portion (assuming Anchor Investor Up to [●] Equity Shares of face value of ₹2 each Portion is fully subscribed) of which: (a) Available for allocation to Mutual Funds [●] Equity Shares of face value of ₹2 each only (5% of the Net QIB Portion) (b) Balance of the Net QIB Portion for all QIBs [●] Equity Shares of face value of ₹2 each including Mutual Funds B) Non-Institutional Portion (7)(8)(9) Not less than [●] Equity Shares of face value of ₹2 each of which: (i) One-third of the Non-Institutional Portion [●] Equity Shares of face value of ₹2 each available for allocation to Non-Institutional Bidders with a Bid Amount of more than ₹0.20 million and up to ₹1.00 million (ii) Two-third of the Non-Institutional Portion [●] Equity Shares of face value of ₹2 each available for allocation to Non-Institutional Bidders with a Bid Amount of more than ₹1.00 million C) Retail Portion (7)(9) Not less than [●] Equity Shares of face value of ₹2 each Pre and post Offer Equity Shares Equity Shares outstanding prior to the Offer (as on the 93,411,270 Equity Shares of face value of ₹2 each date of this Draft Red Herring Prospectus) Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹2 each Use of Net Proceeds See “Objects of the Offer” on page 151 for information on the use of proceeds arising from the Fresh Issue. Our Company will not receive any proceeds from the Offer for Sale. Notes: ^ Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. (1) The Offer has been authorized by a resolution of our Board dated March 21, 2025 and the Fresh Issue has been authorized by a special resolution of our Shareholders dated April 15, 2025. Further, our Board has taken on record the consent of the Selling Shareholders for participation in the Offer for Sale pursuant to its resolution dated August 11, 2025. The Offer shall be made in accordance with Rule 19(2)(b) of the SCRR. 95(2) Each of the Selling Shareholders, severally and not jointly, confirms that their respective portion of the Offered Shares have been held for a period of at least one year immediately preceding the date of this Draft Red Herring Prospectus and are eligible for being offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations. Each Selling Shareholder has, severally and not jointly, consented for the sale of its respective portion of the Offered Shares in the Offer for Sale. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 516. (3) The initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of Employee Discount, if any), however, an Eligible Employee may submit a Bid for a maximum Bid Amount of ₹0.50 million (net of Employee Discount, if any) under the Employee Reservation Portion. Only in the event of an undersubscription in the Employee Reservation Portion, the unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹0.20 million (net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of Employee Discount, if any). The unsubscribed portion if any, in the Employee Reservation Portion (after allocation up to ₹0.50 million), shall be added back to the Net Offer. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid- up Equity Share capital. Further, an Eligible Employee bidding in the Employee Reservation Portion can also Bid under the Net Offer and such Bids will not be treated as multiple Bids. (4) Our Company, in consultation with the BRLMs, may offer an Employee Discount of up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share), which shall be announced at least two Working Days prior to the Bid / Offer Opening Date. (5) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. 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, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page 545. (6) 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. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except 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 BRLMs and the Designated Stock Exchange subject to applicable laws. In the event of an under- subscription in the Offer, the Allotment for valid Bids will be made in the following order: (i) in the first instance, towards subscription for such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required under applicable laws, will be Allotted; (ii) if there remain any balance valid Bids received in the Offer, then first towards all the Offered Shares on a proportionate basis will be Allotted; and (iii) once Allotment has been made for valid Bids as per (i) and (ii) above, any balance valid Bids will thereafter be Allotted towards the remaining 10% of the Fresh Issue. (7) Allocation to all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a proportionate basis, subject to valid Bids received at or above the Offer 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. Allocation to each Non-Institutional Bidders shall not be less than ₹0.20 million, subject to the availability of Equity Shares in Non-Institutional Portion and the remaining Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. For details, see “Offer Procedure” on page 545. (8) 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 ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allocation to each Non- Institutional Bidder shall not be less than the applicable minimum application size, subject to the availability of Equity Shares in the Non- Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. (9) SEBI through its SEBI ICDR Master Circular 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 ₹0.50 million shall use UPI. UPI Bidders 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. For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure” on pages 540 and 545, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 533. 96SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from our Restated Consolidated Financial Information as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial Information”, including the notes and annexures thereto, on page 353 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 472. Summary derived from our Restated Consolidated Financial Information Restated Consolidated Balance Sheet (in ₹ million, unless otherwise specified) As at Particulars March 31, March 31, March 31, 2025 2024 2023 ASSETS Non-current assets Property, plant and equipment 675.51 611.09 381.18 Right-of-use assets 557.47 128.46 24.13 Capital work-in-progress 50.04 67.33 - Investment property 71.04 144.80 184.91 Goodwill 28.08 28.08 28.08 Other Intangible Assets 72.60 127.20 1.38 Financial assets (i) Investments 87.79 48.69 547.90 (ii) Loans 101.07 80.00 61.61 (iii) Trade Receivables 523.25 533.78 557.59 (iv) Other financial assets 205.90 159.60 263.99 Deferred tax assets (net) 87.93 87.46 70.33 Income tax assets (net) 67.14 30.97 20.07 Other non - current assets 157.08 63.29 22.07 Total Non-Current Assets 2,684.89 2,110.75 2,163.24 Current assets Inventories 975.83 1,084.08 738.08 Financial assets (i) Loans 180.32 201.98 2.46 (ii) Trade receivables 4,350.46 3,411.36 1,824.79 (iii) Cash and cash equivalents 375.44 77.32 226.48 (iv) Bank balances other than (iii) above 985.07 1,808.74 1,020.75 (v) Other Financial Asset 181.93 141.46 8.61 Other Current Assets 260.78 213.73 103.32 Total Current Assets 7,309.84 6,938.66 3,924.49 Total Assets 9,994.73 9,049.41 6,087.73 EQUITY AND LIABILITIES Equity Equity share capital 186.82 62.27 62.27 Other equity 6,300.00 5,280.68 3,891.89 Total equity attributable to the owners of the Parent 6,486.82 5,342.96 3,954.16 Non Controlling Interests 140.77 268.50 109.98 Total Equity 6,627.59 5,611.45 4,064.14 Liabilities Non-current liabilities Financial liabilities (i) Borrowings 494.93 461.05 3.90 (ii) Lease liabilities 475.58 104.82 13.71 Provisions 58.24 62.46 70.86 Deferred tax liabilities (net) 90.44 83.15 77.02 Total non-current liabilities 1,119.19 711.49 165.49 97As at Particulars March 31, March 31, March 31, 2025 2024 2023 Current liabilities Financial liabilities (i) Borrowings 342.14 930.52 460.18 (ii) Lease liabilities 55.93 28.02 11.68 (iii) Trade payables Total outstanding dues of micro and small enterprises 138.87 217.40 164.02 Total outstanding dues of creditors other than micro and small 792.83 889.74 913.70 enterprises (iv) Other financial liabilities 278.28 230.16 84.31 Other current liabilities 581.00 328.63 221.17 Provisions 0.24 1.00 0.81 Current tax liabilities (net) 58.67 101.00 2.24 Total current liabilities 2,247.95 2,726.48 1,858.10 Total liabilities 3,367.14 3,437.96 2,023.58 Total equity and liabilities 9,994.73 9,049.41 6,087.73 98Restated Consolidated Statement of Profit & Loss (in ₹ million, unless otherwise specified) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Income Revenue from operations 6,978.58 6,574.95 5,194.47 Other income 291.06 190.71 113.78 Impairment gain on financial assets - 1.79 - Total income 7,269.63 6,767.44 5,308.25 Expenses Purchases of Stock-in-trade 1,274.64 2,055.52 2,516.36 Cost of Material Consumed 1,767.43 1,220.24 682.85 Project Cost 287.49 261.66 15.45 Changes in inventories 93.40 (162.69) (198.70) Employee benefits expense 729.98 600.00 494.73 Finance costs 133.71 88.26 36.04 Depreciation and amortization expense 178.41 124.58 59.08 Impairment loss on financial assets 7.46 2.78 4.24 Other expenses 743.38 666.69 438.83 Total expenses 5,215.91 4,857.04 4,048.87 Restated Profit before share of profit of joint ventures and 2,053.73 1,910.40 1,259.38 associate Add: Share of profit/(loss) of joint ventures and associate (Net) (1.34) 24.06 13.13 Restated Profit before tax 2,052.39 1,934.47 1,272.51 Tax expense Current tax 534.99 505.46 332.24 Deferred tax 6.82 (11.01) (7.82) MAT Credit (9.50) (1.72) - Total tax expense 532.31 492.74 324.42 Restated Profit after Tax 1,520.08 1,441.73 948.09 Restated Profit for the year attributable to: - Owners of the Parent 1,440.60 1,416.07 938.81 - Non-controlling interests 79.49 25.66 9.28 Other comprehensive income (OCI) Items that will not be subsequently reclassified to profit or loss Remeasurement gain/(loss) of the defined benefit plans (3.93) (5.11) (7.30) Income taxes related to items that will not be reclassified to profit or 0.96 loss 1.33 1.87 Items that may be reclassified to profit or loss Exchange differences on translating the financial statements of 1.41 foreign operations 9.66 2.11 Restated Total other comprehensive income/(loss) (1.56) 5.88 (3.32) Other comprehensive income/(loss) for the year attributable to: - Owners of the Parent (1.95) 7.11 (3.62) - Non-controlling interests 0.38 (1.23) 0.29 Total comprehensive income for the year 1,518.52 1,447.61 944.76 Total comprehensive income for the year attributable to: - Owners of the Parent 1,438.65 1,423.18 935.19 - Non-controlling interests 79.87 24.43 9.57 Earnings per Equity Share of face value of ₹2 each fully paid up: 99For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Basic earnings per share (₹) 15.42 15.16 10.05 Diluted earnings per share (₹) 15.42 15.16 10.05 ^Represents value less than ₹0.01 million 100Restated statement of cash flows (in ₹ million, unless otherwise specified) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Cash flows from operating activities Profit for the period before tax 2,052.39 1,934.47 1,272.51 Adjustments for : Depreciation and amortization expenses 178.41 124.58 59.08 Finance costs 133.71 88.26 36.04 Interest income on fixed deposit (111.45) (109.65) (60.73) Interest income on loans given (40.01) (9.72) (4.80) Bad debts written off 0.48 10.09 4.00 Impairment gain/loss on financial asset 7.46 1.00 4.24 Exchange differences on translation of foreign 1.36 9.94 1.85 operations Net (gain)/loss on fair valuation of Mutual Funds - (11.72) (4.22) Net (gain)/loss on sale of Fixed Assets (56.30) (16.42) (1.11) Net (gain)/loss on sale of Investment Property (39.61) (16.63) (19.91) Net (gain)/loss on Termination of Lease (1.26) - - Share of (profit)/ loss of the joint ventures and 1.34 (24.06) (13.13) associate (Net) Operating profit before working capital changes 2,126.51 1,980.14 1,273.82 Working capital adjustments : (Decrease)/ increase in other current liabilities 252.36 107.47 (190.21) (Decrease)/ increase in trade payables (175.44) 29.43 272.96 (Decrease)/ increase in other financial liabilities 106.82 83.81 31.87 (Decrease)/ increase in provisions (7.96) (11.99) (25.35) Decrease/ (increase) in inventories 108.25 (345.99) (280.09) Decrease/ (increase) in trade receivables (936.52) (1,709.69) (587.51) Decrease/ (increase) in other financial assets (74.10) (153.74) 29.50 Decrease/ (increase) in other current assets (47.06) (110.40) 135.48 Decrease/ (increase) in non-current assets (93.79) (41.22) (18.95) Adjustments on account of acquisition of subsidiary - 471.13 0.49 Cash generated from operations 1,259.07 298.95 642.01 Income taxes paid (net of refunds) (603.98) (415.89) (338.10) Net cash from operating activities (A) 655.09 (116.94) 303.91 Cash flows from investing activities Purchase of property, plant and equipment and (309.50) (276.08) (111.75) intangible assets (including under development) Sale of property, plant and equipment and intangible 173.01 34.49 - assets Sale of investment property 107.28 48.00 66.43 Investment in Mutual Fund (Net) - 201.94 (0.00^) Consideration paid on acquisition of subsidiary (185.13) (151.96) - Investment in Equity Instrument (40.43) - (37.23) Investments in fixed deposits (Net) 810.99 (609.36) (120.29) Interest received on fixed deposits 111.45 109.65 60.73 Loans given (Net) 0.59 (137.91) 24.44 Interest received on loans given 40.01 9.72 4.80 Net cash generated from/(used in) investing 708.27 (771.52) (112.87) activities (B) Cash flows from financing activities Dividend Paid (317.25) (97.33) (269.46) Proceeds from Borrowing - Non Current 33.88 457.15 (2.64) Proceeds from Borrowing - Current (588.38) 470.33 86.93 Interest paid on Borrowing - Non Current (64.76) (32.39) (14.90) 101For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Interest paid on Borrowing - Current (32.11) (47.04) (19.26) Repayment of lease liability (59.60) (20.56) (7.40) Interest paid on lease liability (37.02) (8.79) (2.00) Net cash flow used in financing activities (C) (1,065.25) 721.37 (228.73) Net increase(decrease) in cash and cash equivalents 298.12 (167.08) (37.69) (A)+(B)+(C) Cash and cash equivalent at the beginning of the 77.32 226.48 264.17 year Add: Upon acquisition of Subsidiary - 17.94 - Cash and cash equivalents at the end of the year 375.44 77.32 226.48 Components of Cash and cash equivalents Cash in hand 0.86 1.57 1.31 Balances with bank 224.59 75.75 225.17 Cheque in hand 150.00 - - Total cash and cash equivalents 375.44 77.32 226.48 ^Represents value less than ₹0.01 million C hange in Liability Arising from Financing Activities Particular April 01, 2024 Net Cashflow Others* March 31, 2025 Borrowings - Non-current (Refer Note 26) 461.05 33.88 - 494.93 Borrowings - Current (Refer Note 29) 930.52 (588.38) - 342.14 Lease Liability 132.85 (59.60) 458.26 531.51 Total 1,524.42 (614.10) 458.26 1,368.57 Particular April 01, 2023 Net Cashflow Others* March 31, 2024 Borrowings - Non-current (Refer Note 26) 3.90 457.15 - 461.05 Borrowings - Current (Refer Note 29) 460.18 470.33 - 930.52 Lease Liability 25.38 (20.56) 128.02 132.85 Total 489.47 906.92 128.02 1,524.42 Particular April 01, 2022 Net Cashflow Others* March 31, 2023 Borrowings - Non-current (Refer Note 26) 6.54 (2.64) - 3.90 Borrowings - Current (Refer Note 29) 373.26 86.93 - 460.18 Lease Liability 11.85 (7.40) 20.94 25.38 Total 391.64 76.89 20.94 489.47 * For Lease Liability, it includes Net additions and net gain / loss on termination 102GENERAL INFORMATION Our Company was originally incorporated as ‘SFC Environmental Technologies Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 29, 2005, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on June 29, 2024, and the name of our Company was changed to ‘SFC Environmental Technologies Limited’ and a fresh certificate of incorporation dated August 13, 2024, was issued to our Company by the Registrar of Companies, Central Processing Centre. For further details on the changes in the name of our Company, see “History and Certain Corporate Matters” on page 301. Registered Office of our Company: The address and certain other details of our Registered Office are as follows: SFC Environmental Technologies Limited The Ambience Court Hi-Tech Business Park, 21st Floor Sector 19-D, Plot No. 2 Vashi, Navi Mumbai Thane 400 705 Maharashtra, India Telephone: +91 22 4482 2717 Website: www.sfcenvironment.com For details of the changes in our registered office, see “History and Certain Corporate Matters – Change in the registered office of our Company” on page 301. Corporate office of our Company: The address of our corporate office is as follows: SFC Environmental Technologies Limited 2201-2202, Rupa Renaissance D-33, Turbhe MIDC Road TTC Industrial Area, MIDC Industrial Area Turbhe, Navi Mumbai 400 705 Maharashtra, India Company Registration Number and Corporate Identity Number The registration number and corporate identity number of our Company are set forth below: Particulars Number Company Registration Number 152235 Corporate Identity Number U37003MH2005PLC152235 The Registrar of Companies Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai, which is situated at the following address: Registrar of Companies, Maharashtra at Mumbai 100, Everest, Marine Drive Mumbai 400 002 103Maharashtra, India Board of Directors The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus: Name and Designation DIN Address Sandeep Sudhakar Asolkar 00097828 27, Udayagiri Society, opposite Telecom Factory, Deonar, Chairman and Managing Director Mumbai 400 088, Maharashtra, India 00005048 1801, Richmond Tower, Cliff Avenue, Hiranandani Garden, Chandrakant Vallabhaji Gogri Near Hiranandani School, Powai, Mumbai 400 076, Non-Executive Director Maharashtra, India Sarvesh Kumar Garg 06873116 3/103-104, Kesar Harmony, Plot Number 11/12, Sector 6, Executive Director Kharghar, Raigad 410 210, Maharashtra, India Saketchandrasingh Pratapsingh 06873114 Flat Number B-302, Neelsidhi Splendour, Road Number 4, Plot Dhandoriya Number 58 and 65, Sector 15, CBD Belapur, Navi Mumbai, Additional Executive Director Konkan Bhavan, Thane 400 614, Maharashtra, India Neha Rajen Gada 01642373 701, Krishna Kunj, Plot number 49, Road number 9, Near Additional Non-Executive Independent Vasupujya Jain Temple, Brahmanwada, Matunga Central Director Railway, Mumbai 400 019, Maharashtra, India Satish Chandrashekhar Deshpande 03153724 Flat No. 101, Sneh Kunj, Plot number 78, B Lane, Sector 8, Additional Non-Executive Independent Vashi, Navi Mumbai 400 703, Maharashtra, India Director Nandkishor Trivikram Joshi 02070242 RH 3, Om Shiv Parvati CHS, Plot number 101, Sector 29, Navi Additional Non-Executive Independent Mumbai 400 703, Maharashtra, India Director Dilip Damodar Karambelkar 00970812 C – 704, Meena towers, Swastik park, Chembur Mumbai 400 Additional Non-Executive Independent 071, Maharashtra, India Director For further details of our Board of Directors, see “Our Management – Board of Directors” on page 320. Company Secretary and Compliance Officer Shweta Deshpande is the Company Secretary and Compliance Officer of our Company. Her contact details are as follows: Shweta Deshpande 2201-2202, Rupa Renaissance D-33, Turbhe MIDC Road TTC Industrial Area, MIDC Industrial Area Turbhe, Navi Mumbai 400 705 Maharashtra, India Telephone: +91 22 4482 2717 Email: compliance@sfcenv.com Book Running Lead Managers IIFL Capital Services Limited JM Financial Limited (formerly known as IIFL Securities Limited) 7th Floor, Cnergy 24th Floor, One Lodha Place Appasaheb Marathe Marg, Prabhadevi Senapati Bapat Marg, Lower Parel (W) Mumbai 400 025, Maharashtra, India Mumbai 400 013 Telephone: + 91 22 6630 3030 Maharashtra, India E-mail: sfc.ipo@jmfl.com Telephone: +91 22 4646 4728 Investor grievance e-mail: grievance.ibd@jmfl.com E-mail: sfc.ipo@iiflcap.com Website: www.jmfl.com Investor grievance e-mail: ig.ib@iiflcap.com Contact Person: Prachee Dhuri Website: www.iiflcap.com SEBI Registration No.: INM000010361 Contact Person: Yogesh Malpani / Mansi Sampat / Pawan Kumar Jain SEBI Registration No.: INM000010940 104Nuvama Wealth Management Limited 801 - 804, Wing A, Building No 3 Inspire BKC, G Block, Bandra Kurla Complex Bandra East, Mumbai 400 051 Maharashtra, India Telephone: +91 22 4009 4400 E-mail: sfc.ipo@nuvama.com Investor grievance e-mail: customerservice.mb@nuvama.com Website: www.nuvama.com Contact Person: Pari Vaya SEBI Registration No: INM000013004 Syndicate Members [•] Registrar to the Offer MUFG Intime India Private Limited (formerly Link Intime India Private Limited) C-101, Embassy 247 L.B.S. Marg, Vikhroli (West) Mumbai 400 083 Maharashtra, India Telephone: +91 810 811 4949 Email: sfcenvironmental.ipo@in.mpms.mufg.com Investor grievance email: sfcenvironmental.ipo@in.mpms.mufg.com Website: www.in.mpms.mufg.com Contact Person: Shanti Gopalkrishnan SEBI Registration No: INR000004058 Investor Grievances Bidders may contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related grievances, such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer-related queries and for redressal of complaints, investors may also write to the BRLMs. All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than the UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI Bidders. Further, the Bidder shall also enclose the copy of the Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediary(ies) in addition to the information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID, 105Client 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. Inter-se allocation of responsibilities of the Book Running Lead Managers The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead Managers: S. Co- Activity Responsibility No. ordination 1. Capital structuring, positioning strategy and due diligence of the Company BRLMs IIFL including its operations/management/business plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus and of statutory advertisements including a memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalization of Prospectus and RoC filing. 2. Drafting and approval of all statutory advertisements including audio video BRLMs IIFL presentation 3. Drafting and approval of all publicity material other than statutory advertisements BRLMs Nuvama as mentioned in point 2 above, including corporate advertising and brochures and filing of media compliance report with SEBI. 4. Appointment of Registrar to the Offer, advertising agency, printer including co- BRLMs IIFL ordination for their agreements 5. Appointment of all other intermediaries including Bankers to the Offer (including BRLMs Nuvama coordination of all agreements) 6. Preparation of road show presentation and frequently asked questions BRLMs JM 7. International institutional marketing of the Offer, which will cover, inter alia: BRLMs JM • Institutional marketing strategy • Finalizing the list and division of international investors for one-to-one meetings • Finalizing international road show and investor meeting schedules 8. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs IIFL • Finalizing the list and division of domestic investors for one-to-one meetings • Finalizing domestic road show and investor meeting schedules 9. Conduct non-institutional marketing of the Offer BRLMs Nuvama 10. Conduct retail marketing of the Offer, which will cover, inter-alia: BRLMs Nuvama • Finalizing media, marketing, public relations strategy and publicity budget • Finalizing collection centres • Finalizing commission structure • Finalizing centres for holding conferences for brokers etc. • Follow-up on distribution of publicity and Offer material including form, RHP/Prospectus and deciding on the quantum of the Offer material 11. Coordination with Stock Exchanges for book building software and bidding BRLMs JM terminals and mock trading 12. Managing anchor book related activities including allocation to Anchor Investors, BRLMs JM coordination with Stock Exchanges for anchor intimation, anchor CAN, submission of letters regulators post completion of anchor allocation 13. Managing the book and finalization of pricing in compliance with Company in BRLMs IIFL accordance with SEBI ICDR Regulations 106S. Co- Activity Responsibility No. ordination 14. Post-Offer activities – Post bidding activities including management of escrow BRLMs Nuvama accounts, coordinate non-institutional allocation, coordination with Registrar, SCSBs and Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc. Post-Offer activities, which shall involve essential follow-up steps including follow-up with Bankers to the Offer and SCSBs to get quick estimates of collection and advising the Issuer about the closure of the Offer, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, dispatch of certificates or demat credit and refunds and coordination with various agencies connected with the post-Offer activity such as Registrar to the Offer, Bankers to the Offer, SCSBs including responsibility for underwriting arrangements, as applicable. Payment of the applicable securities transactions tax on sale of unlisted equity shares by the Selling Shareholders under the Offer for Sale to the Government. Submission of all post Offer reports including the final post Offer report to SEBI. Legal Counsel to our Company as to Indian Law Khaitan & Co Max Towers 7th and 8th Floors Sector 16B, Noida Gautam Buddh Nagar 201 301 Uttar Pradesh, India Telephone: +91 120 479 1000 Statutory Auditors to our Company G B C A & Associates LLP, Chartered Accountants Benefice Business House 3rd Level, Mathuradas Mills Compound N. M. Joshi Marg Lower Parel (West), Mumbai 400 013 Maharashtra, India Email: yogesh@gbcaindia.com Telephone: +91 22 3321 3737 Peer review number: 016447 Firm registration number: 103142W / W100292 Except as mentioned below, there has been no change in our Statutory Auditors in the three years preceding the date of this Draft Red Herring Prospectus: Name of statutory auditor Date of change Reason G B C A & Associates LLP, Chartered Accountants May 19, 2023 Appointment as new statutory auditor Benefice Business House of the Company 3rd Level, Mathuradas Mills Compound N. M. Joshi Marg Lower Parel (West), Mumbai 400 013 Maharashtra, India Email: yogesh@gbcaindia.com Peer review number: 016447 Firm registration number: 103142W / W100292 Shrirang S. Hardikar & Co. March 1, 2023 Pre-occupation in other assignments 102, Rajmangal Yog, Apta Ram Mandir Road, Panvel, Raigad 401 206 Maharashtra, India Email: shriranghardikar@gmail.com Peer review number: Nil 107Name of statutory auditor Date of change Reason Firm registration number: 147243W Bankers to our Company Bank of India Axis Bank Limited Plot No – 34, Sector No. 24 1st Floor, Corporate Park II, Sion Trombay Road Turbhe, Navi Mumbai 400 705 Behind Swastik Chambers, Chembur East 400071 Maharashtra Mumbai Telephone: +022 2788 33359 Telephone: +91 720 830 5987 Email: turbhe.nasvimumbai@bankofindia.co.in Email: pulkit.bahuguna@axisbank.com Website: www.bankofindia.co.in Website: www.axisbank.com Contact Person: Sudip Neogy Contact Person: Pulkit Bahuguna ICICI Bank Limited ICICI Bank Tower, Near Chakli Circle Ola Padra Road, Vadodara 390 007 Gujarat Telephone: +91 265 672 2286 Email: amit.sodani@icicibank.com Website: www.icicibank.com/ Contact Person: Amit Sodani Banker(s) to the Offer Escrow Collection Bank (s) [•] Public Offer Account Bank(s) [•] Refund Bank(s) [•] Sponsor Bank(s) [•] Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website 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. A list of the Designated SCSB Branches with which an ASBA Bidder not Bidding through Syndicate / Sub Syndicate or through a Registered Broker, RTA or CDP may submit the ASBA Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, and at such other websites as may be prescribed by SEBI from time to time. Self-Certified Syndicate Banks eligible as Issuer Banks for UPI In accordance with SEBI RTA Master Circular, SEBI ICDR Master Circular, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master 108Circular in relation to the SEBI ICDR Regulations), read with other applicable UPI Circulars, UPI Bidders may apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI. The list of SCSBs through which Bids can be submitted by UPI Bidders, including details such as the eligible mobile applications and UPI handle which can be used for such Bids, is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be updated from time to time or at such other website as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 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 from Bidders, including details such as postal address, telephone number and e-mail address, is provided on the websites of the BSE and the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and https://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 from Bidders at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms from Bidders at the Designated CDP Locations, including details such as name and contact details, is provided on the websites of BSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time. Credit Rating As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer. Debenture Trustee As this is an Offer consisting only of Equity Shares, the appointment of a debenture trustee is not required. Appraising Entity None of the objects for which the Net Proceeds will be utilized have been appraised by any external agency and therefore, no appraising entity has been appointed in relation to the Offer. Monitoring Agency Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring agency for monitoring the utilisation of the Gross Proceeds prior to filing of the Red Herring Prospectus. For 109details in relation to the proposed utilisation of the Gross Proceeds from the Offer, see “Objects of the Offer” on page 151. Grading of the Offer No credit agency registered with SEBI has been appointed for obtaining grading for the Offer. Green Shoe Option No green shoe option is contemplated under the Offer. Experts Except as disclosed below, our Company has not obtained any expert opinions or consents and such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act: Our Company has received written consent dated August 25, 2025 from our Statutory Auditors, G B C A & Associates LLP, Chartered Accountants to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report dated August 13, 2025 on our Restated Consolidated Financial Information; and (ii) report dated August 25, 2025 on the statement of special tax benefits included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Our Company has also received written consent dated August 25, 2025 from M/s H H Dedhia & Associates, Chartered Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as Independent Chartered Accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Additionally, our Company has also received written consent dated August 24, 2025, from A N Somase and Associates, Chartered Engineer, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in his capacity as Independent Chartered Engineer in relation to his certificate dated August 24, 2025 and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Further, our Company has received written consent on August 25, 2025 from DVD & Associates, independent practicing company secretaries, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their search report dated August 25, 2025 in connection with certain untraceable corporate records of our Company, certain details of which have been included in this Draft Red Herring Prospectus. Underwriting Agreement Prior to the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company and the Selling Shareholders will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified therein. The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: 110(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed prior to the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable. This portion has been intentionally left blank and will be filled in before the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable.) Name, address, telephone and email of the Indicative number of Equity Amount underwritten Underwriters Shares of face value of ₹2 each to (in ₹ million) be underwritten [●] [●] [●] [●] [●] [●] The abovementioned underwriting commitment is indicative and will be finalized after determination of the Offer Price and Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations. In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board / IPO Committee, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them in accordance with the Underwriting Agreement. Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations. Filing A copy of this Draft Red Herring Prospectus has been filed electronically and uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and as specified in Regulation 25(8) of the SEBI ICDR Regulations, and has been emailed to SEBI at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure –Division of Issues and Listing –CFD” and as specified in Regulation 25(8) of the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. 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 (East) Mumbai 400 051 Maharashtra, India A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, will be filed with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of the Prospectus required to be filed under Section 26 of the Companies Act, 2013, will be filed with the RoC at its office, and through the electronic portal of MCA at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. Book Building Process Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and if not disclosed in the Red Herring Prospectus, will be advertised in all editions of [●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper and [●] editions of [●], a widely circulated Marathi newspaper, Marathi being the regional language of Maharashtra, where our 111Registered Office is located), at least two Working Days prior to the Bid / Offer Opening Date, and shall be made available to the Stock Exchanges for the purposes of uploading on their respective websites. The Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers, after the Bid / Offer Closing Date. For details, see “Offer Procedure” on page 545. All Bidders, other than Anchor Investors, shall participate in this Offer mandatorily 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. Retail Individual Bidders shall participate through the ASBA process, either by (i) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) using the UPI Mechanism. Pursuant to SEBI ICDR Master Circular, individuals Bidding as NIBs with an application size of up to ₹0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid / Offer Period and withdraw their Bids until the Bid / Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. Additionally, Allotment to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non–Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis. Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by submitting their Bid in the Offer. For an illustration of the Book Building Process and further details, see “Terms of the Offer” and “Offer Procedure” on pages 533 and 545, respectively. The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time and Bidders are advised to make their own judgement about investment through this process prior to submitting a Bid in the Offer. Bidders should note that the Offer is also subject to obtaining (i) final approval of the RoC after the Prospectus is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment as per the prescribed timelines in compliance with the SEBI ICDR Regulations. For further details on the method and procedure for Bidding, see “Offer Procedure” on page 545. 112CAPITAL STRUCTURE The share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below: (In ₹, except share data) Aggregate value at face Aggregate value at value Offer Price* A AUTHORIZED SHARE CAPITAL(1) 125,000,000 Equity Shares of face value of ₹2 each 250,000,000 - B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER 93,411,270 Equity Shares of face value of ₹2 each 186,822,540 - C PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS Offer of up to [●] Equity Shares of face value ₹2 each [●] [●] aggregating up to ₹[●] million(2)(3) Which includes: Fresh Issue of up to [●] Equity Shares of face value ₹2 each [●] [●] aggregating up to ₹1,500.00 million(2)^ Offer for Sale of up to 12,307,500 Equity Shares of face value [●] [●] ₹2 each by the Selling Shareholders aggregating up to ₹[●] million(3) The Offer includes: Employee Reservation Portion of up to [●] Equity Shares of [●] [●] face value ₹2 each aggregating up to ₹[●] million (4) Net Offer to the public of up to [●] Equity Shares of face value [●] [●] ₹2 each aggregating up to ₹[●] million D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER + [●] Equity Shares of face value ₹2 each * [●] - E SECURITIES PREMIUM ACCOUNT Before the Offer (in ₹ million) Nil After the Offer (in ₹ million)* [●] + Assuming full subscription of the Offer. * To be updated upon finalization of the Offer Price, and subject to the Basis of Allotment. ^ Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, at its discretion, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. (1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters – Amendments to the Memorandum of Association” on page 302. (2) Our Board has authorized the Offer, pursuant to their resolution dated March 21, 2025. Our Shareholders have authorized the Fresh Issue pursuant to special resolution passed at the extraordinary general meeting dated April 15, 2025. (3) The Selling Shareholders confirm that the Offered Shares are eligible to be offered for sale in the Offer in accordance with the provisions of the SEBI ICDR Regulations. The Selling Shareholders have confirmed and authorized their participation in the Offer for Sale. Further, our Board has taken on record the consents of the Selling Shareholders for participation in the Offer for Sale pursuant to its resolution dated August 11, 2025. For details on authorization of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “Other Regulatory and Statutory Disclosures” on page 516. (4) Our Company, in consultation with the BRLMs, may offer a discount of up to [•]% on the Offer Price to Eligible Employees bidding in the Employee Reservation Portion which shall be announced two Working Days prior to the Bid / Offer Opening Date. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of employee discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of employee discount). The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to ₹0.50 million), shall be added to the Net Offer. For further details, see “Offer Structure” on page 540. 113Notes to the Capital Structure 1. Equity share capital history of our Company The issuance of equity shares since incorporation until the date of this Draft Red Herring Prospectus, by our Company had been undertaken in accordance with the provisions of the Companies Act, 1956, or the Companies Act, 2013, as applicable. The following table sets forth the history of the equity share capital of our Company: Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) March 29, Allotment of 171,000 equity shares to Enviropro Water Tech Private Limited, Initial 450,000 10 10 Cash 450,000 4,500,000 2005 45,000 equity shares to Sandeep Sudhakar Asolkar, 4,000 equity shares to subscription to Aparna Vivek Kapoor, 185,000 equity shares to SFC Umwelttechnik GmbH the Memorandum of and 45,000 equity shares to Gunnar Demoulin. Association(2) March 28, Allotment of 410,000 equity shares to Enviropro Water Tech Private Limited, Further issue of 1,030,000 10 10 Cash 1,480,000 14,800,000 2007 115,000 equity shares to Sandeep Sudhakar Asolkar, 55,000 equity shares to equity shares Aparna Vivek Kapoor, 400,000 equity shares to SFC Umwelttechnik GmbH and 50,000 equity shares to Gunnar Demoulin. January 28, Allotment of 10,000 equity shares to Sandeep Sudhakar Asolkar, and 10,000 Further issue of 20,000 10 10 Cash 1,500,000 15,000,000 2008 equity shares to Aparna Vivek Kapoor. equity shares March 31, Allotment of 153,078 equity shares to SFC Umwelttechnik GmbH and 36,673 Further issue of 189,751 10 23 Cash 1,689,751 16,897,510 2008 equity shares to Gunnar Demoulin. equity shares Allotment of 1,099,249 equity shares to Enviropro Water Tech Private Further issue of 1,310,249 10 10 Cash 3,000,000 30,000,000 Limited, 130,000 equity shares to Sandeep Sudhakar Asolkar and 81,000 equity shares(2) equity shares to Aparna Vivek Kapoor. September Allotment of 1,700,000 equity shares to Enviropro Water Tech Private Further issue of 2,000,000 10 10 Cash 5,000,000 50,000,000 2, 2008 Limited, 200,000 equity shares to Sandeep Sudhakar Asolkar, and 100,000 equity shares equity shares to Aparna Vivek Kapoor. September Allotment of 850,000 equity shares to Enviropro Water Tech Private Limited, Further issue of 1,000,000 10 10 Cash 6,000,000 60,000,000 15, 2008 100,000 equity shares to Sandeep Sudhakar Asolkar, and 50,000 equity shares equity shares to Aparna Vivek Kapoor. March 10, Reduction of 4,800,000 equity shares held by Enviropro Water Tech Private Allotment pursuant (4,800,000) 10 - Other than cash 1,200,000 12,000,000 2023 Limited to the Scheme of July 24, Allotment of equity shares was as follows: Amalgamation(1) (2) 5,027,418 10 - Other than cash 6,227,418 62,274,180 2023 S. No Name of allottee Equity shares allotted 1. Alprishi Realtors LLP 62,125 2. Ashtapad Trading LLP 4,375 114Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 3. Hardik Suresh Matalia 2,450 4. Karan Balkrishna Shah 2,188 5. Ketan Arvind Shah (held jointly with 2,100 Arvind Kantilal Shah) 6. Manish Mavji Dedhia 2,188 7. Damji Manek Gada 2,188 8. Dina Damji Gada 2,188 9. Kruti Sagar Sheth 2,100 10. Taral V Nagda 2,100 11. Dipti Pankaj Gosrani 2,100 12. Parag Bipinchandra Shah 2,450 13. Sheetal Dugar 93,625 14. Elixir Commercial and Advisory 2,800 Services LLP 15. Suvarna Mayank Shah (held jointly with 4,375 Mayank Pravinchandra Shah) 16. Bina Vidyut Shah 2,800 17. Kirti Mavji Malde (HUF) 2,275 18. Bhagyashree Anil Sawant 875 19. Anil Bhavanji Shah (held jointly with 31,063 Darshana Anil Shah) 20. Arvind Kanji Chheda (held jointly with 8,750 Ranjan Arvind Chheda) 21. Neelam Ashok Chheda 4,375 22. Bhaveshkumar Bachubhai Mehta 54,250 23. Bhavesh Dhirajlal Sheth (held jointly 1,313 with Rita Bhavesh Sheth) 24. Intellect Endeavours LLP 7,000 25. Chandrakant Vallabhaji Gogri (held 46,725 jointly with Jaya Chandrakant Gogri) 26. Dhanvallabh Ventures Fund - Scheme I 93,013 27. Jaya Chandrakant Gogri (held jointly 221,120 with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 28. Narendra Murji Dedhia (held jointly 11,813 with Dina Narendra Dedhia) 29. Devesh Rajesh Kabra 1,750 115Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 30. Dinesh Devchand Ghalla (held jointly 2,625 with Priti Dinesh Ghalla) 31. Harit Pragji Shah (held jointly with 7,000 Jayshree Harit Shah) 32. Jayshree Harit Shah (held jointly with 26,250 Harit Pragji Shah) 33. Vicky Hemchand Gala (held jointly with 9,188 Beena Vicky Gala) 34. Rupal Bharat Pasad 1,313 35. Indira Madan Dedhia (held jointly with 3,500 Madan Dhanji Dedhia) 36. Kalpen Madan Dedhia (held jointly with 4,375 Deepali Kalpen Dedhia) 37. Kinnari Kartik Dedhia (held jointly with 4,375 Kartik Kantilal Dedhia) 38. Ishan Sudhir Gosar 1,750 39. Jayesh Lakhamshi Haria 2,625 40. Hemlata Rasiklal Gala 1,313 41. Jiggar L Savla 1,313 42. Ketan Dharshi Savla (held jointly with 1,313 Rekha Ketan Savla) 43. Kiran Dhiren Gogri 4,813 44. Kirit Ratilal Mehta (held jointly with 875 Smita Kirit Mehta) 45. Mandakini Komal Shah (held jointly 1,925 with Komalbhai Muljibhai Shah) 46. Nemin Mahesh Savadia (held jointly 5,250 with Mahesh Mathuradas Savadia) 47. Mahesh Premji Vikam 9,275 48. Rashmi Kiran Nandu 2,625 49. Malay Kiran Nandu 1,750 50. Mangal Viram Gadhavi (held jointly 1,750 with Palubhai Virambhai Gadhavi) 51. Manoj Mulji Chheda 5,250 52. Mansukh Premji Gala 1,313 53. Chandni Milan Maheshwari 1,313 116Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 54. Maya M Savla (held jointly with Mulesh 11,375 Manilal Savla) 55. Maitry Nikhil Shah 1,750 56. Neeta Navin Nagda 3,938 57. Navin Chapshi Shah 4,375 58. Neerav Dhirajlal Gala 1,750 59. Alpa Jayesh Keniya 875 60. Palubhai Virambhai Gadhavi (held 1,750 jointly with Mangal Viram Gadhavi) 61. Paresh S Kariya (held jointly with Purvi 6,563 P Karia) 62. Paresh Shashikant Shah (held jointly 1,313 with Varsha Paresh Shah) 63. Nikhil Holdings Private Limited 17,500 64. Parindu Bansilal Gogri Trust 9,363 65. Parul Yogesh Nahar 18,550 66. Krishna Yogesh Nahar 4,550 67. Pravin Jakhubhai Nandu 875 68. Pravinchandra Valji Rambhia (held 1,313 jointly with Dhaval P Rambhia) 69. Priyank Mukesh Dedhia (held jointly 2,188 with Mukesh Dhirajlal Dedhia) 70. Purnima Paresh Satra (held jointly with 875 Paresh Maganlal Satra) 71. Rishita Jatin Karani 4,813 72. Sangoi Nirav Ramnik 1,313 73. Aar Em Ventures LLP 36,750 74. Sagar Mahesh Tanna 1,750 75. Parul Samir Shah (held jointly with 3,063 Samir Pragji Shah) 76. Sandeep Gupta 1,750 77. Santosh Shantilal Vora (held jointly with 13,563 Shantilal Shivji Vora and Kanchan Shantilal Vora) 78. Shantilal Shivji Vora (held jointly with 13,563 Kanchan Shantilal Vora) 117Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 79. Kanchan Shantilal Vora (held jointly 13,563 with Shantilal Shivji Vora) 80. Rachi Santosh Vora (held jointly with 13,563 Santosh Shantilal Vora and Shantilal Shivji Vora) 81. Sarvam Realties LLP 1,393 82. Neha Garewal 18,375 83. Heena Bhatia 18,375 84. Kalpana Sudhir Bheda (held jointly with 17,500 Sudhir Shivji Bheda) 85. Alpa Sunil Chheda 7,875 86. Bhavini Nimesh Maru 875 87. Jitesh Jaswantlal Shah 263 88. Varsha Rajaram Galvankar (held jointly 875 with Neela Rajaram Galvankar) 89. Vignesh Shivji Bheda 4,375 90. Narendra Vasanji Mamania (held jointly 4,375 with Jinal Narendra Mamania) 91. Vijay Vasanji Mamania (held jointly 5,250 with Narendra Vasanji Mamania) 92. Seema Vikram Shah (held jointly with 1,750 Vikram Talakshi Shah) 93. Prajay Vikram Shah (held jointly with 1,750 Seema Vikram Shah) 94. Vipul Ramesh Vira (held jointly with 1,313 Priti Vipul Vira) 95. Hasmukh Devraj Gala 875 96. Virchand Premji Gala 875 97. Hitesh M Bhanushali 438 98. Faizan Abdul Gaffar Chaudhary 5,110 99. Priti Piyush Shah 14,175 100. Ruchi Umrao 875 101. Ashish Sharma 4,183 102. Sandeep Sudhakar Asolkar (held jointly 1,205,698 with Priya Sandeep Asolkar) 103. Saketchandrasingh Pratapsingh 562,275 Dhandoriya 118Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 104. Aparna Vivek Kapoor 274,778 105. Rajesh Kesavan Nambisan 374,801 106. Sandeep Sambhaji Parab 374,801 107. Kumaraguru Madurakavi 374,801 108. Jyoti Subodh Sapre 227,467 109. Sarvesh Kumar Garg 374,801 110. Veera Venkata Satyanarayana 174,974 Yannamani Total 5,027,418 . Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity 31,137,090 62,274,180 shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital of our Company was sub-divided from 6,227,418 equity shares of ₹10 each to 31,137,090 Equity Shares of ₹2 each. September Allotment of Equity Shares was as follows: Bonus Issue in ratio 62,274,180 2 - Other than cash 93,411,270 186,822,540 5, 2024 of two Equity Shares (bonus issue) S. No. Name Of Allottee Equity shares for every one Equity allotted Share held in our 1. Aakansha Unichem LLP 1,670,000 Company by the 2. Aar Em Ventures LLP 367,500 Shareholders as on the record date i.e. 3. Ajay Bhupendrabhai Gajjar 5,000 September 4, 2024 4. Ajit Dhondiram Marathe 10,000 5. Alpa Jayesh Keniya 8,750 6. Alpa Sunil Chheda 153,750 7. Amit Anil Sawant 40,000 8. Anil Bhavanji Shah (held jointly with 235,630 Darshana Anil Shah) 9. Arvind Kanji Chheda (held jointly 87,500 with Ranjan Arvind Chheda) 10. Ashish Sharma 41,830 11. Ashtapad Trading LLP 43,750 12. Asolkar Tradecraft Private Limited 3,318,880 13. Astik Pramod Singh 1,000 14. Bhagyashree Anil Sawant 8,750 15. Bhavesh Dhirajlal Sheth (held jointly 13,130 with Rita Bhavesh Sheth) 16. Bhaveshkumar Bachubhai Mehta 542,500 119Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 17. Bhavini Nimesh Maru 8,750 18. Bina Vidyut Shah 28,000 19. Chandni Milan Maheshwari 13,130 20. Chandrakant Vallabhaji Gogri (held 567,250 jointly with Jaya Chandrakant Gogri) 21. Damji Manek Gada 21,880 22. Darsh Narendra Mamania 10,000 23. Deepak Jethalal Haria 5,000 24. Devesh Rajesh Kabra 5,300 25. Dhanvallabh Ventures Fund - Scheme 930,130 I 26. Dina Damji Gada 21,880 27. Dina Narendra Dedhia (held jointly 50,000 with Narendra Murji Dedhia) 28. Dinesh Devchand Ghalla (held jointly 26,250 with Priti Dinesh Ghalla) 29. Dipti Pankaj Gosrani 21,000 30. Elixir Commercial and Advisory 28,000 Services LLP 31. Faizan Abdul Gaffar Chaudhary 51,100 32. Ganesh Kandaswamy Thevar 10,000 33. Gour Sharadchandra 10,000 34. Hardik Suresh Matalia 24,500 35. Harit Pragji Shah (held jointly with 70,000 Jayshree Harit Shah) 36. Harshita Deepak Haria 20,000 37. Hasmukh Devraj Gala 8,750 38. Heena Bhatia 183,750 39. Hemali Rohit Gada 20,000 40. Hemlata Rasiklal Gala 13,130 41. Hitesh M Bhanushali 4,380 42. Indira Madan Dedhia (held jointly 35,000 with Madan Dhanji Dedhia) 43. Intellect Endeavours LLP 70,000 44. Jaswantlal Maganlal Shah 1,310 45. Jaya Chandrakant Gogri (held jointly 3,832,900 120Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 46. Jayesh Lakhamshi Haria 36,250 47. Jayshree Harit Shah (held jointly with 312,500 Harit Pragji Shah) 48. Jiggar L Savla 13,130 49. Jyoti Subodh Sapre 2,274,670 50. Kalpana Sudhir Bheda (held jointly 175,000 with Sudhir Shivji Bheda) 51. Kalpen Madan Dedhia (held jointly 268,750 with Deepali Kalpen Dedhia) 52. Kanchan Shantilal Vora (held jointly 135,630 with Shantilal Shivji Vora) 53. Karan Balkrishna Shah 21,880 54. Ketan Arvind Shah (held jointly with 21,000 Arvind Kantilal Shah) 55. Ketan Dharshi Savla (held jointly 13,130 with Rekha Ketan Savla) 56. Kinnari Kartik Dedhia (held jointly 88,750 with Kartik Kantilal Dedhia) 57. Kiran Dhiren Gogri 48,130 58. Kirit Ratilal Mehta (held jointly with 8,750 Smita Kirit Mehta) 59. Kirti Mavji Malde (HUF) Karta 22,750 Name: Kirti 60. Krisha Yogesh Nahar 45,500 61. Kruti Sagar Sheth 21,000 62. Lalit Motwani (held jointly with Mala 5,000 Motwani) 63. Kumaraguru Madurakavi 3,061,810 64. Madhubala Ketan Gada 20,000 65. Mahendra Pandharinath Ingale 10,000 66. Mahesh Premji Vikam 92,750 67. Maitry Nikhil Shah 17,500 68. Malay Kiran Nandu 17,500 69. Mandakini Komal Shah (held jointly 19,250 with Komal Murji Shah) 121Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 70. Mandar Dinkar Desai (held jointly 50,000 with Shruti Mandar Desai) 71. Mangal Viram Gadhavi (held jointly 17,500 with Palubhai Virambhai Gadhavi) 72. Manish Mavji Dedhia (held jointly 21,880 with Jalpa Manish Dedhia) 73. Manjulaben Popatlal Gala 20,000 74. Manoj Mulji Chheda 52,500 75. Mansukh Premji Gala 13,130 76. Maya M Savla (held jointly with 113,750 Mulesh Manilal Savla) 77. Minal Chandulal Gala (held jointly 90,000 with Mulraj Chandulal Gala) 78. Mulraj Chandulal Gala (held jointly 225,000 with Hetal Gogri Gala) 79. Narendra Murji Dedhia (held jointly 168,130 with Dina Narendra Dedhia) 80. Narendra Vasanji Mamania (held 43,750 jointly with Jinal Narendra Mamania) 81. Navin Chapshi Shah 43,750 82. Neelam Ashok Chheda 43,750 83. Neerav Dhirajlal Gala 31,000 84. Neeta Navin Nagda 39,380 85. Neha Rajen Gada (held jointly with 12,500 Rajen Hemchand Gada) 86. Nehal Garewal 183,750 87. Nemin Mahesh Savadia (held jointly 52,500 with Mahesh Mathuradas Savadia) 88. Nikhil Holdings Private Limited 236,100 89. Niral Komal Shah 90,000 90. Ojas Sudhir Gosar 17,000 91. Ojas Sudhir Gosar 17,500 92. Palubhai Virambhai Gadhavi (held 17,500 jointly with Mangal Viram Gadhavi) 93. Parag Bipinchandra Shah 24,500 94. Paresh Shantilal Kariya (held jointly 65,630 with Purvi Paresh Kariya) 122Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 95. Paresh Shashikant Shah (held jointly 13,130 with Varsha Paresh Shah) 96. Parimal Hasmukhlal Desai 108,900 97. Parindu Bansilal Gogri Trust 93,630 (Representative Rashesh Chandrakant Gogri Chandrakant Vallabhaji Gogri Hetal Gogri Gala) 98. Parul Samir Shah (held jointly with 30,630 Samir Pragji Shah) 99. Parul Yogesh Nahar 185,500 100. Payal Viral Shah (held jointly with 15,000 Hansa Hasmukh Shah) 101. Prajay Vikram Shah (held jointly with 17,500 Seema Vikram Shah) 102. Prashant Jagannath Mohokar 7,500 103. Pravin Jakhubhai Nandu 8,750 104. Pravinchandra Valji Rambhia (held 13,130 jointly with Dhaval P Rambhia) 105. Priti Piyush Shah 141,750 106. Priyank Mukesh Dedhia (held jointly 19,380 with Mukesh Dhirajlal Dedhia) 107. Purnima Paresh Satra (held jointly 8,750 with Paresh Maganlal Satra) 108. Rachi Santosh Vora (held jointly with 135,630 Santosh Shantilal Vora and Shantilal Shivji Vora) 109. Rajen Hemchand Gada (held jointly 12,500 with Neha Rajen Gada) 110. Rajesh Kabra 21,200 111. Rajesh Lalji Sangoi 15,000 112. Rajesh Kesavan Nambisan 3,061,810 113. Rashmi Kiran Nandu 26,250 114. Rishita Jatin Karani 48,130 115. Riya Alpesh Shah 121,250 116. Rohan Manohar Kharche 10,000 117. Ruchi Umrao 8,750 118. Rupal Bharat Pasad 13,130 123Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 119. Sagar Mahesh Tanna 50,000 120. Saketchandrasingh Pratapsingh 5,622,750 Dhandoriya 121. Sandeep Gupta 17,500 122. Sandeep Sambhaji Parab 3,061,810 123. Sandeep Sudhakar Asolkar 9,000,000 124. Sandeep Sudhakar Asolkar (held 12,056,980 jointly with Priya Sandeep Asolkar) 125. Sangoi Nirav Ramnik 13,130 126. Santosh Shantilal Vora (held jointly 135,630 with Shantilal Shivji Vora and Kanchan Shantilal Vora) 127. Sarvam Realities LLP 13,930 128. Sarvesh Kumar Garg 3,684,810 129. Seema Vikram Shah (held jointly 17,500 with Vikram Talakshi Shah) 130. Shantilal Shivji Vora (held jointly 135,630 with Kanchan Shantilal Vora) 131. Sheetal Dugar 936,250 132. Shilpa Alpesh Shah 500,000 133. Sudhir Vasant Sane 10,000 134. Suvarna Mayank Shah (held jointly 43,750 with Mayank Pravinchandra Shah) 135. Tanvi Vaibhav Shah 1,320 136. Taral V Nagda 21,000 137. Varsha Rajaram Galvankar (held 13,750 jointly with Neela Rajaram Galvankar) 138. Veera Venkata Satyanarayana 1,429,240 Yannamani 139. Vicky Hemchand Gala (held jointly 91,880 with Beena Vicky Gala) 140. Vignesh Shivji Bheda 43,750 141. Vijay Vasanji Mamania 400 142. Vijay Vasanji Mamania (held jointly 66,100 with Narendra Vasanji Mamania) 143. Vinod Lalji Sangoi 15,000 124Date of Details of shareholders Reason for / nature Number of Face value Issue price / Form of Cumulative Cumulative allotment / and equity shares of allotment / equity shares per equity reduction consideration number of paid-up reduction allotted / reduced reduction allotted / share (₹) price per equity shares equity share of shares reduced equity share capital (in ₹) (₹) 144. Vipul Ramesh Vira (held jointly with 13,130 Priti Vipul Vira) 145. Virchand Premji Gala 8,750 146. Virendra Vijay Rane 50,000 147. Yatrik Chandresh Sheth 2,500 Total 62,274,180 . 1) For further details on the Scheme of Amalgamation, see “History and Certain Corporate Matters— Mergers or amalgamations” on page 306. 2) Certain of our corporate records have typographical errors wherein, (i) as per the MoA, Aparna Vivek Kapoor was allotted 4,500 Equity Shares, whereas originally she was allotted only 4,000 Equity Shares; (ii) the list of allottees which is annexed to Form 2, filed in relation to the allotments made on March 31, 2008, has certain mismatch’s in the number of shares allotted to, and amount paid by Enviropro Water Tech Private Limited, Sandeep Sudhakar Asolkar and Aparna Vivek Kapoor, and (iii) the list of allottees which is annexed to Form PAS-3, filed in relation to the allotment made on July 24, 2023. In this regard, our Company has filed an application dated June 11, 2025, in Form GNL-1 with the RoC and requesting the RoC to take the discrepancies on record. The said application was approved/ taken on record by the Ministry of Corporate Affairs on June 12, 2025. For further details, see “Risk Factors — Certain of our corporate records and filings are not traceable or have certain discrepancies. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and we will not be subject to any penalty imposed by the competent regulatory authority in this regard.” on page 74. 2. Shares issued for consideration other than cash or out of revaluation reserves or by way of a bonus issue Our Company has not issued any Equity Shares out of its revaluation reserves. Except as set forth below, our Company has not issued any Equity Shares for consideration other than cash or as a bonus issue: Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) July 24, Scheme of Allotment of equity shares was as follows: 10 - 5,027,418 The Scheme of Amalgamation has 2023 Amalgamation(1) ensured a creation of a combined S. No Name of allottee Equity shares entity, optimum use of allotted infrastructure, cost reduction, 1. Alprishi Realtors LLP 62,125 efficiency in cash and debt 2. Ashtapad Trading LLP 4,375 management and unfettered access 3. Hardik Suresh Matalia 2,450 to cash flow generated by the 4. Karan Balkrishna Shah 2,188 combined business, elimination of duplication and multiplicity of 5. Ketan Arvind Shah (held jointly with 2,100 compliance requirements, Arvind Kantilal Shah) rationalization of administrative 6. Manish Mavji Dedhia 2,188 expenses and better administration 7. Damji Manek Gada 2,188 and creating value for the 8. Dina Damji Gada 2,188 shareholders. 9. Kruti Sagar Sheth 2,100 125Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 10. Taral V Nagda 2,100 11. Dipti Pankaj Gosrani 2,100 12. Parag Bipinchandra Shah 2,450 13. Sheetal Dugar 93,625 14. Elixir Commercial and Advisory 2,800 Services LLP 15. Suvarna Mayank Shah (held jointly with 4,375 Mayank Pravinchandra Shah) 16. Bina Vidyut Shah 2,800 17. Kirti Mavji Malde (HUF) 2,275 18. Bhagyashree Anil Sawant 875 19. Anil Bhavanji Shah (held jointly with 31,063 Darshana Anil Shah) 20. Arvind Kanji Chheda (held jointly with 8,750 Ranjan Arvind Chheda) 21. Neelam Ashok Chheda 4,375 22. Bhaveshkumar Bachubhai Mehta 54,250 23. Bhavesh Dhirajlal Sheth (held jointly 1,313 with Rita Bhavesh Sheth) 24. Intellect Endeavours LLP 7,000 25. Chandrakant Vallabhaji Gogri (held 46,725 jointly with Jaya Chandrakant Gogri) 26. Dhanvallabh Ventures Fund - Scheme I 93,013 27. Jaya Chandrakant Gogri (held jointly 221,120 with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 28. Narendra Murji Dedhia (held jointly 11,813 with Dina Narendra Dedhia) 29. Devesh Rajesh Kabra 1,750 30. Dinesh Devchand Ghalla (held jointly 2,625 with Priti Dinesh Ghalla) 31. Harit Pragji Shah (held jointly with 7,000 Jayshree Harit Shah) 32. Jayshree Harit Shah (held jointly with 26,250 Harit Pragji Shah) 33. Vicky Hemchand Gala (held jointly with 9,188 Beena Vicky Gala) 34. Rupal Bharat Pasad 1,313 126Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 35. Indira Madan Dedhia (held jointly with 3,500 Madan Dhanji Dedhia) 36. Kalpen Madan Dedhia (held jointly with 4,375 Deepali Kalpen Dedhia) 37. Kinnari Kartik Dedhia (held jointly with 4,375 Kartik Kantilal Dedhia) 38. Ishan Sudhir Gosar 1,750 39. Jayesh Lakhamshi Haria 2,625 40. Hemlata Rasiklal Gala 1,313 41. Jiggar L Savla 1,313 42. Ketan Dharshi Savla (held jointly with 1,313 Rekha Ketan Savla) 43. Kiran Dhiren Gogri 4,813 44. Kirit Ratilal Mehta (held jointly with 875 Smita Kirit Mehta) 45. Mandakini Komal Shah (held jointly 1,925 with Komalbhai Muljibhai Shah) 46. Nemin Mahesh Savadia (held jointly 5,250 with Mahesh Mathuradas Savadia) 47. Mahesh Premji Vikam 9,275 48. Rashmi Kiran Nandu 2,625 49. Malay Kiran Nandu 1,750 50. Mangal Viram Gadhavi (held jointly 1,750 with Palubhai Virambhai Gadhavi) 51. Manoj Mulji Chheda 5,250 52. Mansukh Premji Gala 1,313 53. Chandni Milan Maheshwari 1,313 54. Maya M Savla (held jointly with Mulesh 11,375 Manilal Savla) 55. Maitry Nikhil Shah 1,750 56. Neeta Navin Nagda 3,938 57. Navin Chapshi Shah 4,375 58. Neerav Dhirajlal Gala 1,750 59. Alpa Jayesh Keniya 875 60. Palubhai Virambhai Gadhavi (held 1,750 jointly with Mangal Viram Gadhavi) 61. Paresh S Kariya (held jointly with Purvi 6,563 P Karia) 127Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 62. Paresh Shashikant Shah (held jointly 1,313 with Varsha Paresh Shah) 63. Nikhil Holdings Private Limited 17,500 64. Parindu Bansilal Gogri Trust 9,363 65. Parul Yogesh Nahar 18,550 66. Krishna Yogesh Nahar 4,550 67. Pravin Jakhubhai Nandu 875 68. Pravinchandra Valji Rambhia (held 1,313 jointly with Dhaval P Rambhia) 69. Priyank Mukesh Dedhia (held jointly 2,188 with Mukesh Dhirajlal Dedhia) 70. Purnima Paresh Satra (held jointly with 875 Paresh Maganlal Satra) 71. Rishita Jatin Karani 4,813 72. Sangoi Nirav Ramnik 1,313 73. Aar Em Ventures LLP 36,750 74. Sagar Mahesh Tanna 1,750 75. Parul Samir Shah (held jointly with 3,063 Samir Pragji Shah) 76. Sandeep Gupta 1,750 77. Santosh Shantilal Vora (held jointly with 13,563 Shantilal Shivji Vora and Kanchan Shantilal Vora) 78. Shantilal Shivji Vora (held jointly with 13,563 Kanchan Shantilal Vora) 79. Kanchan Shantilal Vora (held jointly 13,563 with Shantilal Shivji Vora) 80. Rachi Santosh Vora (held jointly with 13,563 Santosh Shantilal Vora and Shantilal Shivji Vora) 81. Sarvam Realties LLP 1,393 82. Neha Garewal 18,375 83. Heena Bhatia 18,375 84. Kalpana Sudhir Bheda (held jointly with 17,500 Sudhir Shivji Bheda) 85. Alpa Sunil Chheda 7,875 86. Bhavini Nimesh Maru 875 87. Jitesh Jaswantlal Shah 263 128Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 88. Varsha Rajaram Galvankar (held jointly 875 with Neela Rajaram Galvankar) 89. Vignesh Shivji Bheda 4,375 90. Narendra Vasanji Mamania (held jointly 4,375 with Jinal Narendra Mamania) 91. Vijay Vasanji Mamania (held jointly 5,250 with Narendra Vasanji Mamania) 92. Seema Vikram Shah (held jointly with 1,750 Vikram Talakshi Shah) 93. Prajay Vikram Shah (held jointly with 1,750 Seema Vikram Shah) 94. Vipul Ramesh Vira (held jointly with 1,313 Priti Vipul Vira) 95. Hasmukh Devraj Gala 875 96. Virchand Premji Gala 875 97. Hitesh M Bhanushali 438 98. Faizan Abdul Gaffar Chaudhary 5,110 99. Priti Piyush Shah 14,175 100. Ruchi Umrao 875 101. Ashish Sharma 4,183 102. Sandeep Sudhakar Asolkar (held jointly 1,205,698 with Priya Sandeep Asolkar) 103. Saketchandrasingh Pratapsingh 562,275 Dhandoriya 104. Aparna Vivek Kapoor 274,778 105. Rajesh Kesavan Nambisan 374,801 106. Sandeep Sambhaji Parab 374,801 107. Kumaraguru Madurakavi 374,801 108. Jyoti Subodh Sapre 227,467 109. Sarvesh Kumar Garg 374,801 110. Veera Venkata Satyanarayana 174,974 Yannamani Total 5,027,418 . September Bonus Issue in Allotment of Equity Shares was as follows: 2 - 62,274,180 NA 5, 2024 ratio of two Equity Shares for every one Equity Share held in our 129Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) Company by the S. No. Name Of Allottee Equity shares Shareholders as allotted on the record date 1. Aakansha Unichem LLP 1,670,000 i.e. i.e. 2. Aar Em Ventures LLP 367,500 September 4, 3. Ajay Bhupendrabhai Gajjar 5,000 2024. 4. Ajit Dhondiram Marathe 10,000 5. Alpa Jayesh Keniya 8,750 6. Alpa Sunil Chheda 153,750 7. Amit Anil Sawant 40,000 8. Anil Bhavanji Shah (held jointly with 235,630 Darshana Anil Shah) 9. Arvind Kanji Chheda (held jointly 87,500 with Ranjan Arvind Chheda) 10. Ashish Sharma 41,830 11. Ashtapad Trading LLP 43,750 12. Asolkar Tradecraft Private Limited 3,318,880 13. Astik Pramod Singh 1,000 14. Bhagyashree Anil Sawant 8,750 15. Bhavesh Dhirajlal Sheth (held jointly 13,130 with Rita Bhavesh Sheth) 16. Bhaveshkumar Bachubhai Mehta 542,500 17. Bhavini Nimesh Maru 8,750 18. Bina Vidyut Shah 28,000 19. Chandni Milan Maheshwari 13,130 20. Chandrakant Vallabhaji Gogri (held 567,250 jointly with Jaya Chandrakant Gogri) 21. Damji Manek Gada 21,880 22. Darsh Narendra Mamania 10,000 23. Deepak Jethalal Haria 5,000 24. Devesh Rajesh Kabra 5,300 25. Dhanvallabh Ventures Fund - Scheme 930,130 I 26. Dina Damji Gada 21,880 27. Dina Narendra Dedhia (held jointly 50,000 with Narendra Murji Dedhia) 28. Dinesh Devchand Ghalla (held jointly 26,250 with Priti Dinesh Ghalla) 29. Dipti Pankaj Gosrani 21,000 130Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 30. Elixir Commercial and Advisory 28,000 Services LLP 31. Faizan Abdul Gaffar Chaudhary 51,100 32. Ganesh Kandaswamy Thevar 10,000 33. Gour Sharadchandra 10,000 34. Hardik Suresh Matalia 24,500 35. Harit Pragji Shah (held jointly with 70,000 Jayshree Harit Shah) 36. Harshita Deepak Haria 20,000 37. Hasmukh Devraj Gala 8,750 38. Heena Bhatia 183,750 39. Hemali Rohit Gada 20,000 40. Hemlata Rasiklal Gala 13,130 41. Hitesh M Bhanushali 4,380 42. Indira Madan Dedhia (held jointly 35,000 with Madan Dhanji Dedhia) 43. Intellect Endeavours LLP 70,000 44. Jaswantlal Maganlal Shah 1,310 45. Jaya Chandrakant Gogri (held jointly 3,832,900 with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 46. Jayesh Lakhamshi Haria 36,250 47. Jayshree Harit Shah (held jointly with 312,500 Harit Pragji Shah) 48. Jiggar L Savla 13,130 49. Jyoti Subodh Sapre 2,274,670 50. Kalpana Sudhir Bheda (held jointly 175,000 with Sudhir Shivji Bheda) 51. Kalpen Madan Dedhia (held jointly 268,750 with Deepali Kalpen Dedhia) 52. Kanchan Shantilal Vora (held jointly 135,630 with Shantilal Shivji Vora) 53. Karan Balkrishna Shah 21,880 54. Ketan Arvind Shah (held jointly with 21,000 Arvind Kantilal Shah) 55. Ketan Dharshi Savla (held jointly 13,130 with Rekha Ketan Savla) 56. Kinnari Kartik Dedhia (held jointly 88,750 131Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) with Kartik Kantilal Dedhia) 57. Kiran Dhiren Gogri 48,130 58. Kirit Ratilal Mehta (held jointly with 8,750 Smita Kirit Mehta) 59. Kirti Mavji Malde (HUF) Karta 22,750 Name: Kirti 60. Krisha Yogesh Nahar 45,500 61. Kruti Sagar Sheth 21,000 62. Lalit Motwani (held jointly with Mala 5,000 Motwani) 63. Kumaraguru Madurakavi 3,061,810 64. Madhubala Ketan Gada 20,000 65. Mahendra Pandharinath Ingale 10,000 66. Mahesh Premji Vikam 92,750 67. Maitry Nikhil Shah 17,500 68. Malay Kiran Nandu 17,000 69. Mandakini Komal Shah (held jointly 19,250 with Komal Murji Shah) 70. Mandar Dinkar Desai (held jointly 50,000 with Shruti Mandar Desai) 71. Mangal Viram Gadhavi (held jointly 17,500 with Palubhai Virambhai Gadhavi) 72. Manish Mavji Dedhia (held jointly 21,880 with Jalpa Manish Dedhia) 73. Manjulaben Popatlal Gala 20,000 74. Manoj Mulji Chheda 52,500 75. Mansukh Premji Gala 13,130 76. Maya M Savla (held jointly with 113,750 Mulesh Manilal Savla) 77. Minal Chandulal Gala (held jointly 90,000 with Mulraj Chandulal Gala) 78. Mulraj Chandulal Gala (held jointly 225,000 with Hetal Gogri Gala) 79. Narendra Murji Dedhia (held jointly 168,130 with Dina Narendra Dedhia) 80. Narendra Vasanji Mamania (held 43,750 jointly with Jinal Narendra Mamania) 81. Navin Chapshi Shah 43,750 132Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 82. Neelam Ashok Chheda 43,750 83. Neerav Dhirajlal Gala 31,000 84. Neeta Navin Nagda 39,380 85. Neha Rajen Gada (held jointly with 12,500 Rajen Hemchand Gada) 86. Nehal Garewal 183,750 87. Nemin Mahesh Savadia (held jointly 52,500 with Mahesh Mathuradas Savadia) 88. Nikhil Holdings Private Limited 236,100 89. Niral Komal Shah 90,000 90. Ojas Sudhir Gosar 17,000 91. Ojas Sudhir Gosar 17,500 92. Palubhai Virambhai Gadhavi (held 17,500 jointly with Mangal Viram Gadhavi) 93. Parag Bipinchandra Shah 24,500 94. Paresh Shantilal Kariya (held jointly 65,630 with Purvi Paresh Kariya) 95. Paresh Shashikant Shah (held jointly 13,130 with Varsha Paresh Shah) 96. Parimal Hasmukhlal Desai 108,900 97. Parindu Bansilal Gogri Trust 93,630 (Representative Rashesh Chandrakant Gogri Chandrakant Vallabhaji Gogri Hetal Gogri Gala) 98. Parul Samir Shah (held jointly with 30,630 Samir Pragji Shah) 99. Parul Yogesh Nahar 185,500 100. Payal Viral Shah (held jointly with 15,000 Hansa Hasmukh Shah) 101. Prajay Vikram Shah (held jointly with 17,500 Seema Vikram Shah) 102. Prashant Jagannath Mohokar 7,500 103. Pravin Jakhubhai Nandu 8,750 104. Pravinchandra Valji Rambhia (held 13,130 jointly with Dhaval P Rambhia) 105. Priti Piyush Shah 141,750 106. Priyank Mukesh Dedhia (held jointly 19,380 with Mukesh Dhirajlal Dedhia) 107. Purnima Paresh Satra (held jointly 8,750 133Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) with Paresh Maganlal Satra) 108. Rachi Santosh Vora (held jointly with 135,630 Santosh Shantilal Vora and Shantilal Shivji Vora) 109. Rajen Hemchand Gada (held jointly 12,500 with Neha Rajen Gada) 110. Rajesh Kabra 21,200 111. Rajesh Lalji Sangoi 15,000 112. Rajesh Kesavan Nambisan 3,061,810 113. Rashmi Kiran Nandu 26,250 114. Rishita Jatin Karani 48,130 115. Riya Alpesh Shah 121,250 116. Rohan Manohar Kharche 10,000 117. Ruchi Umrao 8,750 118. Rupal Bharat Pasad 13,130 119. Sagar Mahesh Tanna 50,000 120. Saketchandrasingh Pratapsingh 5,622,750 Dhandoriya 121. Sandeep Gupta 17,500 122. Sandeep Sambhaji Parab 3,061,810 123. Sandeep Sudhakar Asolkar 9,000,000 124. Sandeep Sudhakar Asolkar (held 12,056,980 jointly with Priya Sandeep Asolkar) 125. Sangoi Nirav Ramnik 13,130 126. Santosh Shantilal Vora (held jointly 135,630 with Shantilal Shivji Vora and Kanchan Shantilal Vora) 127. Sarvam Realities LLP 13,930 128. Sarvesh Kumar Garg 3,684,810 129. Seema Vikram Shah (held jointly 17,500 with Vikram Talakshi Shah) 130. Shantilal Shivji Vora (held jointly 135,630 with Kanchan Shantilal Vora) 131. Sheetal Dugar 936,250 132. Shilpa Alpesh Shah 500,000 133. Sudhir Vasant Sane 10,000 134. Suvarna Mayank Shah (held jointly 43,750 with Mayank Pravinchandra Shah) 134Reason for / Issue price Date of Face value No. of equity Benefits accrued to our nature of Details of shareholders and equity shares allotted per share allotment (₹) shares allotted Company allotment (₹) 135. Tanvi Vaibhav Shah 1,320 136. Taral V Nagda 21,000 137. Varsha Rajaram Galvankar (held 13,750 jointly with Neela Rajaram Galvankar) 138. Veera Venkata Satyanarayana 1,429,240 Yannamani 139. Vicky Hemchand Gala (held jointly 91,880 with Beena Vicky Gala) 140. Vignesh Shivji Bheda 43,750 141. Vijay Vasanji Mamania 400 142. Vijay Vasanji Mamania (held jointly 66,100 with Narendra Vasanji Mamania) 143. Vinod Lalji Sangoi 15,000 144. Vipul Ramesh Vira (held jointly with 13,130 Priti Vipul Vira) 145. Virchand Premji Gala 8,750 146. Virendra Vijay Rane 50,000 147. Yatrik Chandresh Sheth 2,500 Total 62,274,180 . (1) For further details on the Scheme of Amalgamation, see “History and Certain Corporate Matters— Mergers or amalgamations” on page 306. 1353. Equity Shares allotted in terms of any schemes of arrangement Except for the allotment of 5,027,418 equity shares on July 24, 2023, pursuant to the Scheme of Amalgamation, our Company has not allotted any Equity Shares in terms of any scheme approved under Section 391-394 of the Companies Act, 1956 or Section 230-234 of the Companies Act, 2013. For further details in relation to the Scheme of Amalgamation, see ‘History and Certain Corporate Maters – Mergers or amalgamations’ on page 306. 4. Shares allotted at a price lower than the Offer Price in the last year The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid / Offer Closing Date. Except for the allotment of Equity Shares on September 5, 2024, pursuant to a bonus issue, our Company has not issued any shares at a price which may be lower than the Offer Price, during a period of one year preceding the date of this Draft Red Herring Prospectus. For further details in relation to the allotment of Equity Shares on September 5, 2024, including the nature of allotment and names of the allottees, being Promoters, members of the Promoter Group and other shareholders, see ‘– Notes to the Capital Structure – Equity share capital history of our Company’ on page 114. 5. As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding preference share capital. 6. Details of Shareholding of our Promoters and members of the Promoter Group in the Company (i) Equity Shareholding of the Promoters As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 40,019,595 Equity Shares, equivalent to 42.84% of the issued, subscribed and paid-up Equity Share capital of our Company, as set forth in the table below. Post-Offer Equity Share Pre-Offer Equity Share Capital S. Capital* Name of the Promoter^ No. No. of Equity % of total No. of Equity % of total Shares Shareholding Shares Shareholding 1. Sandeep Sudhakar Asolkar 13,500,000 14.45% [●] [●] 2. Sandeep Sudhakar Asolkar (held jointly [●] [●] 18,085,470 19.36% with Priya Sandeep Asolkar) 3. Saketchandrasingh Pratapsingh Dhandoriya 8,434,125 9.03% [●] [●] Total 40,019,595 42.84% [●] [●] * Subject to finalisation of Basis of Allotment ^ Prachiti Sandeep Asolkar does not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. (ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring Prospectus. (iii) Build-up of the Promoters, members of Promoter Group and Selling Shareholders shareholding in our Company A) The build-up of the Equity Shareholding of our Promoters and members of Promoter Group since the incorporation of our Company is set forth in the table below: Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage Allotment/ shares value Transfer of pre- of post-Offer Transfer / per Price per Offer equity share Transmission equity equity share equity capital share (₹) share (₹) capital (i) Promoters# (A) Sandeep Sudhakar Asolkar March 29, 2005 Initial subscription to the 45,000 10 10 0.24% [●] Memorandum of Association of the Company. 136Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage Allotment/ shares value Transfer of pre- of post-Offer Transfer / per Price per Offer equity share Transmission equity equity share equity capital share (₹) share (₹) capital March 28, 2007 Further issue of equity 115,000 10 10 0.62% [●] shares January 28, 2008 Further issue of equity 10,000 10 10 0.05% [●] shares March 31, 2008 Further issue of equity 130,000 10 10 0.70% [●] shares September 2, 2008 Further issue of equity 200,000 10 10 1.07% [●] shares September 15, Further issue of equity 100,000 10 10 0.54% [●] 2008 shares May 20, 2015 Transfer of equity shares 300,000 10 0.02 1.61% [●] by Gunnar Demoulin. Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital of Sandeep Sudhakar Asolkar was sub-divided from 900,000 equity shares of ₹10 each to 4,500,000 Equity Shares of ₹2 each. September 5, 2024 Bonus issue in ratio of 9,000,000 2 - 9.63% [●] two Equity Shares for every one Equity Share held Sub-total (A) 13,500,000 14.45% [●] (B) Sandeep Sudhakar Asolkar (held jointly with Priya Sandeep Asolkar)^ July 24, 2023 Allotment pursuant to the 1,205,698 10 - 6.45% [●] Scheme of Amalgamation* Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Sandeep Sudhakar Asolkar (jointly with Priya Sandeep Asolkar) was sub-divided from 1,205,698 equity shares of ₹10 each to 6,028,490 Equity Shares of ₹2 each. September 5, 2024 Bonus issue in ratio of 12,056,980 2 - 12.91% [●] two Equity Shares for every one Equity Share held Sub-total (B) 18,085,470 19.36% [●] (C) Saketchandrasingh Pratapsingh Dhandoriya^ July 24, 2023 Allotment pursuant to the 562,275 10 - 3.01% [●] Scheme of Amalgamation* Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Saketchandrasingh Pratapsingh Dhandoriya was sub-divided from 562,275 equity shares of ₹10 each to 2,811,375 Equity Shares of ₹2 each. September 5, 2024 Bonus issue in ratio of 5,622,750 2 - 6.02% [●] two Equity Shares for every one Equity Share held Sub-total (C) 8,434,125 9.03% [●] Total (i) = (A)+(B)+(C) 40,019,595 42.84% [●] (ii) Members of Promoter Group Asolkar Tradecraft Private Limited April 30, 2024 Transfer of equity shares 331,888 10 1,125 1.78% [●] by Aparna Vivek Kapoor. Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Asolkar Tradecraft Private Limited was sub-divided from 331,888 equity shares of ₹10 each to 1,659,440 Equity Shares of ₹2 each. September 5, 2024 Bonus issue in ratio of 3,318,880 2 - 3.55% [●] two Equity Shares for every one Equity Share held 137Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage Allotment/ shares value Transfer of pre- of post-Offer Transfer / per Price per Offer equity share Transmission equity equity share equity capital share (₹) share (₹) capital Total (ii) 4,978,320 5.33% [●] Grand total (i + ii) 44,997,915 48.17% ^Also, a Promoter Selling Shareholder. * For further details on the Scheme of Amalgamation, see “History and Certain Corporate Matters— Mergers or amalgamations” on page 306. # Prachiti Sandeep Asolkar does not hold any Equity Shares as on the date of this Draft Red Herring Prospectus. B) The build-up of the Equity Shareholding of our Selling Shareholders since the incorporation of our Company is set forth in the table below: Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage of Allotment/ shares value Transfer of pre-Offer post-Offer Transfer / per Price per equity share equity share Transmission equity equity share capital capital share (₹) (₹) (A) Rajesh Kesavan Nambisan July 24, 2023 Allotment pursuant to the 374,801 10 - 2.01% [●] Scheme of Amalgamation* October 11, 2023 Transfer of equity shares (6,320) 10 1,076 (0.03%) [●] to Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) November 10, Transfer of equity shares (4,500) 10 1,125 (0.02%) [●] 2023 to Kinnari Kartik Dedhia (held jointly with Kartik Kantilal Dedhia) Transfer of equity shares (7,500) 10 1,125 (0.04%) [●] to Alpa Sunil Chheda Transfer of equity shares (22,500) 10 1,125 (0.12%) [●] to Kalpen Madan Dedhia (held jointly with Deepali Kalpen Dedhia) November 20, Transfer of equity shares (800) 10 1,125 (0.00%) [●] 2023 to Aakansha Unichem LLP Transfer of equity shares (9,000) 10 1,125 (0.05%) [●] to Minal Chandulal Gala (held jointly with Mulraj Chandulal Gala) Transfer of equity shares (5,000) 10 1,125 (0.03%) [●] to Dina Narendra Dedhia (held jointly with Narendra Murji Dedhia) Transfer of equity shares (1,500) 10 1,125 (0.01%) [●] to Payal Viral Shah (held jointly with Hansa Hasmukh Shah) Transfer of equity shares (5,000) 10 1,125 (0.03%) [●] to Narendra Murji Dedhia (held jointly with Dina Narendra Dedhia) February 1, 2024 Transfer of equity shares (500) 10 1,125 (0.00%) [●] to Deepak Jethalal Haria Transfer of equity shares (2,000) 10 1,125 (0.01%) [●] to Bharati Vipul Gala Transfer of equity shares (2,000) 10 1,125 (0.01%) [●] to Manjulaben Popatlal Gala 138Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage of Allotment/ shares value Transfer of pre-Offer post-Offer Transfer / per Price per equity share equity share Transmission equity equity share capital capital share (₹) (₹) Transfer of equity shares (2,000) 10 1,125 (0.01%) [●] to Hetal Viral Gala Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital of held by Rajesh Kesavan Nambisan was sub-divided from 306,181 equity shares of ₹10 each to 1,530,905 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 3,061,810 2 - 3.28% [●] 2024 Equity Shares for every one Equity Share held Sub-total (A) 4,592,715 4.92% [●] (B) Sandeep Sambhaji Parab July 24, 2023 Allotment pursuant to the 374,801 10 - 2.01% [●] Scheme of Amalgamation* October 11, 2023 Transfer of equity shares (6,320) 10 1,076 (0.03%) [●] to Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) December 7, 2023 Transfer of equity shares (2,000) 10 1,125 (0.01%) [●] to Madhubala Ketan Gada Transfer of equity shares (3,000) 10 1,125 (0.02%) [●] to Bina Ramnik Sangoi Transfer of equity shares (2,000) 10 1,125 (0.01%) [●] to Hemali Rohit Gada Transfer of equity shares (6,000) 10 1,125 (0.03%) [●] to Ramnik Lalji Sangoi Transfer of equity shares (28,890) 10 1,125 (0.15%) [●] to Parimal Hasmukh Desai December 14, Transfer of equity shares (9,000) 10 1,125 (0.05%) [●] 2023 to Niral Komal Shah Transfer of equity shares (6,110) 10 1,125 (0.03%) [●] to Nikhil Holdings Private Limited Transfer of equity shares (5,300) 10 1,125 (0.03%) [●] to Aakansha Unichem LLP Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Sandeep Sambhaji Parab was sub-divided from 306,181 equity shares of ₹10 each to 1,530,905 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 3,061,810 2 - 3.28% [●] 2024 Equity Shares for every one Equity Share held Sub-total (B) 4,592,715 4.92% [●] (C) Kumaraguru Madurakavi July 24, 2023 Allotment pursuant to the 374,801 10 - 2.01% [●] Scheme of Amalgamation* October 17, 2023 Transfer of equity shares (6,320) 10 1,076 (0.03%) [●] to Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) November 6, 2023 Transfer of equity shares (62,300) 10 1,125 (0.33%) [●] to Aakansha Unichem LLP 139Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage of Allotment/ shares value Transfer of pre-Offer post-Offer Transfer / per Price per equity share equity share Transmission equity equity share capital capital share (₹) (₹) Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Kumaraguru Madurakavi was sub-divided from 306,181 equity shares of ₹10 each to 1,530,905 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 3,061,810 2 - 3.28% [●] 2024 Equity Shares for every one Equity Share held Sub-total (C) 4,592,715 4.92% [●] (D) Veera Venkata Satyanarayana Yannamani July 24, 2023 Allotment pursuant to the 174,974 10 - 0.94% [●] Scheme of Amalgamation* October 6, 2023 Transfer of equity shares (2,950) 10 1,076 (0.02%) [●] to Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) November 13, Transfer of equity shares (29,100) 10 1,125 (0.16%) [●] 2023 to Aakansha Unichem LLP Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Veera Venkata Satyanarayana Yannamani was sub- divided from 142,924 equity shares of ₹10 each to 714,620 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 1,429,240 2 - 1.53% [●] 2024 Equity Shares for every one Equity Share held Sub-total (D) 2,143,860 2.30% [●] (E) Sarvesh Kumar Garg July 24, 2023 Allotment pursuant to the 374,801 10 - 2.01% [●] Scheme of Amalgamation* September 25, Transfer of equity shares (6,320) 10 1,076 (0.03%) [●] 2023 to Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Sarvesh Kumar Garg was sub-divided from 368,481 equity shares of ₹10 each to 1,842,405 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 3,684,810 2 - 3.94% [●] 2024 Equity Shares for every one Equity Share held Sub-total (E) 5,527,215 5.92% [●] (F) Hardik Suresh Matalia July 24, 2023 Allotment pursuant to the 2,450 10 - 0.01% [●] Scheme of Amalgamation* Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Hardik Suresh Matalia was sub-divided from 2,450 equity shares of ₹10 each to 12,250 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 24,500 2 - 0.03% [●] 2024 Equity Shares for every one Equity Share held Sub-total (F) 36,750 0.04% [●] (G) Jayashree Harit Shah (held jointly with Harit Pragji Shah) 140Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage of Allotment/ shares value Transfer of pre-Offer post-Offer Transfer / per Price per equity share equity share Transmission equity equity share capital capital share (₹) (₹) July 24, 2023 Allotment pursuant to the 26,250 10 - 0.14% [●] Scheme of Amalgamation* February 21, 2024 Transfer of equity shares 5,000 10 1,125 0.03% [●] from Aparna Vivek Kapoor Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital of held by Jayashree Harit Shah (jointly with Harit Pragji Shah) was sub-divided from 31,250 equity shares of ₹10 each to 156,250 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 312,500 2 - 0.33% [●] 2024 Equity Shares for every one Equity Share held Sub-total (G) 468,750 0.50% [●] (H) Parag Bipinchandra Shah July 24, 2023 Allotment pursuant to the 2,450 10 - 0.01% [●] Scheme of Amalgamation* Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Parag Bipinchandra Shah was sub-divided from 2,450 equity shares of ₹10 each to 12,250 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 24,500 2 - 0.03% [●] 2024 Equity Shares for every one Equity Share held Sub-total (H) 36,750 0.04% [●] (I) Jaya Chandrakant Gogri (held jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) July 24, 2023 Allotment pursuant to the 221,120 10 - 1.18% [●] Scheme of Amalgamation* October 6, 2023 Transfer of equity shares 2,950 10 1,076 0.02% [●] from Veera Venkata Satyanarayana Yannamani Transfer of equity shares 8,440 10 1,076 0.05% [●] from Aparna Vivek Kapoor October 11, 2023 Transfer of equity shares 6,320 10 1,076 0.03% [●] from Rajesh Kesavan Nambisan Transfer of equity shares 6,320 10 1,076 0.03% [●] from Sandeep Sambhaji Parab October 17, 2023 Transfer of equity shares 6,320 10 1,076 0.03% [●] from Kumaraguru Madurakavi October 26, 2023 Transfer of equity shares 6,320 10 1,076 0.03% [●] from Sarvesh Kumar Garg November 21, Transfer of equity shares 100,000 10 1,125 0.54% [●] 2023 from Aparna Vivek Kapoor March 26, 2024 Transfer of equity shares 18,000 10 1,125 0.10% [●] from Parimal Hasmukhlal Desai April 10, 2024 Transfer of equity shares 7,500 10 1,125 0.04% [●] from Anil Bhavanji Shah (held jointly with Darshana Anil Shah) Pursuant to resolutions dated August 14, 2024 and September 5, 2024 passed by our Board and the Shareholders, our Company has sub-divided its equity shares of face value of ₹10 each to Equity Shares of face value of ₹2 each. Accordingly, the issued and paid-up equity share capital held by Jaya Chandrakant Gogri (jointly with Chandrakant 141Date of Nature of transaction No. of equity Face Issue Price / Percentage Percentage of Allotment/ shares value Transfer of pre-Offer post-Offer Transfer / per Price per equity share equity share Transmission equity equity share capital capital share (₹) (₹) Vallabhaji Gogri and Hetal Gogri Gala) was sub-divided from 383,290 equity shares of ₹10 each to 1,916,450 Equity Shares of ₹2 each. September 5, Bonus issue in ratio of two 3,832,900 2 - 4.10% [●] 2024 Equity Shares for every one Equity Share held Sub-total (J) 5,749,350 6.15% [●] Grand Total (A) + (B) + (C) + (D) + (E) + 27,740,820 29.70% [●] (F) + (G) + (H) + (I) * For further details on the Scheme of Amalgamation, see “History and Certain Corporate Matters— Mergers or amalgamations” on page 306. (iii) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or acquisition, as applicable, of such Equity Shares. (iv) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or otherwise encumbered. (v) Equity Shareholding of the Promoter Group As on the date of this Draft Red Herring Prospectus, the members of our Promoter Group (other than our Promoters) collectively hold 4,978,320 Equity Shares, equivalent to 5.33% of the issued, subscribed and paid-up Equity Share capital of our Company, as set forth in the table below: Post-Offer Equity Share Pre-Offer Equity Share Capital Capital* S. No. Name of the Shareholder % of total No. of Equity % of total Share- No. of Equity Share- Shares holding Shares holding 1. Asolkar Tradecraft Private 4,978,320 5.33% [●] [●] Limited Total 4,978,320 5.33% [●] [●] * Subject to finalisation of Basis of Allotment (vi) None of the members of the Promoter Group, the Promoters, the Directors of our Company, 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. (vii) There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors, or their relatives have financed the purchase by any other person of securities of our Company during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. (viii) Details of minimum Promoters’ contribution locked in for eighteen months or any other period as may be prescribed under applicable law Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post- Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and locked-in for a period of eighteen months or any other period as may be prescribed under applicable law, from the date of Allotment (“Promoter’s Contribution”). Our Promoters’ shareholding in excess of 20% shall be locked in for a period of six months from the Allotment. As on the date of this Draft Red Herring Prospectus, our Promoters hold 40,019,595 Equity Shares, constituting 42.84% of our Company’s issued, subscribed and paid-up Equity Share capital, all of which are eligible for Promoters’ Contribution. Our Promoters have given consent to include such number of Equity Shares held by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in 142accordance with the SEBI ICDR Regulations. The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoter’s contribution for a period of 18 months, from the date of Allotment as Promoters’ Contribution are as provided below: Name of Number Number of Date of Face Allotment / Nature of % of the Date up to the of Equity allotment / value per acquisition transaction post-Offer which the Promoter Equity Shares transfer# Equity price per paid-up Equity Equity Shares are Shares locked-in** Share (₹) Equity Share subject to held Share (₹) capital lock-in [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] [●] [●] Note: To be updated at the Prospectus stage. # Equity Shares were fully paid-up on the date of allotment / acquisition. ** Subject to finalisation of Basis of Allotment. The Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. In particular, these Equity Shares do not and shall not consist of: (i) Equity Shares acquired during the three years preceding the date of this Draft Red Herring Prospectus (a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’ Contribution. The price per share for determining Equity Shares ineligible for Minimum Promoters’ Contribution, shall be determined, after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by our Company; (ii) Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being offered to the public in the Offer; (iii) Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance. Further, our Company has not been formed by the conversion of a partnership firm or a limited liability partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or a limited liability partnership firm. (ix) Details of share capital locked-in for six months or any other period as may be prescribed under applicable law In addition to the 20% of the fully diluted post-Offer shareholding of our Company held by our Promoters locked in for eighteen months and the remaining post-Offer shareholding held by our Promoters in our Company which is locked in for six months, in terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our Company will be locked-in for a period of six months from the date of Allotment except for (i) the Equity Shares offered pursuant to the Offer for Sale; (ii) any Equity Shares held by a VCF or Category I AIF or Category II AIF or FVCI (as defined under the SEBI (Foreign Venture Capital Investor) Regulations, 2009), as applicable, provided that such Equity Shares shall be locked in for a period of at least six months prescribed under the SEBI ICDR Regulations from the date of purchase by such shareholders; and (ii) any Equity Shares allotted to eligible employees of our Company, whether currently employees or not and including the legal heirs or nominees of any deceased employees or previous employees pursuant to any employee stock option or employee stock purchase scheme or employee stock appreciation right scheme, provided that, the Equity Shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to employee stock option or employee stock purchase scheme or employee stock appreciation right scheme. Further, any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR 143Regulations. As on the date of this Draft Red Herring Prospectus, except for Dhanvallabh Ventures Fund - Scheme I, which is a Category II AIF, none of our Equity Shares are held by any VCF or Category I AIF or Category II AIF or FVCI. 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. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked- in, may be transferred to Promoters or members of the Promoter Group or to any new Promoters, subject to continuation of lock-in in the hands of the transferees for the remaining period and compliance with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our Promoters and locked-in for a period of six months from the date of Allotment in the Offer or any other period as may be prescribed under applicable law, may be transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in the hands of the transferee for the remaining period and compliance with the provisions of the SEBI Takeover Regulations. Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, as mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank, a public financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting housing finance company, subject to the following: (a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge of the Equity Shares must be one of the terms of the sanction of the loan. (b) With respect to the Equity Shares locked-in as Promoter’s Contribution for 18 months from the date of Allotment, the loan must have been granted to our Company for the purpose of financing one or more of the objects of the Offer, which is not applicable in the context of this Offer. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock- in period stipulated above. (x) Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment. 1447. Shareholding Pattern of our Company The table below presents the 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 Number of Shareholding Number of Number of Equity Shares Number of (I) Shareholder Shareholders fully paid of shares number of as a % of class of securities Equity as a % Locked in pledged or otherwise Equity Shares (II) (III) up Equity Partly underlying Equity total number (IX) Shares assuming full Equity Shares encumbered held in Shares paid-up Depository Shares of shares Underlying conversion of (XII) (XIII) dematerialized held Equity Receipts held (calculated Number of voting rights Total as Outstanding convertible Number As a Number As a % of form (IV) Shares (VI) (VII) as per Class eg: Class Total a % of convertible securities (as (a) % of (a) total Equity (XIV) held =(IV)+(V)+ SCRR, 1957) Equity eg: (A+B+ securities a percentage total Shares held (V) (VI) (VIII) As a Shares Others C) (including of diluted Equity (b) % of Warrants) Equity Share Shares (A+B+C2) (X) capital) held (XI)= (b) (VII)+(X) As a % of (A+B+C2) (A) Promoter and 4 44,997,915 - - 44,997,915 48.17% 44,997,915 - 44,997,915 48.17% - 48.17% - - 4,978,320 11.06% 44,997,915 Promoter Group (B) Public 170 48,413,355 - - 48,413,355 51.83% 48,413,355 - 48,413,355 51.83% - 51.83% - - - - 48,413,355 (C) Non - - - - - - - - - - - - - - - - - Promoter- Non Public (C)(1) Shares - - - - - - - - - - - - - - - - - underlying DRs (C)(2) Shares held - - - - - - - - - - - - - - - - - by Employee Trusts Total 174 93,411,270 - - 93,411,270 100.00% 93,411,270 - 93,411,270 100.00% - 100.00% - - 4,978,320 5.33% 93,411,270 (A)+(B)+(C) 1458. As on the date of this Draft Red Herring Prospectus, our Company has 174 Equity Shareholders. 9. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company Except as stated below, none of our Directors, Key Managerial Personnel or Senior Management hold any Equity Shares. S. Name Pre-Offer Equity Share Capital Post-Offer Equity Share No. Capital Number of Equity % of total Number % of total Shares shareholding of Equity shareholding Shares 1. Sandeep Sudhakar Asolkar 18,085,470 19.36% [●] [●] (held jointly with Priya Sandeep Asolkar) 2. Sandeep Sudhakar Asolkar 13,500,000 14.45% [●] [●] 3. Saketchandrasingh Pratapsingh 8,434,125 9.03% [●] [●] Dhandoriya 4. Jaya Chandrakant Gogri (held 5,749,350 6.15% [●] [●] jointly with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 5. Sarvesh Kumar Garg 5,527,215 5.92% [●] [●] 6. Kumaraguru Madurakavi 4,592,715 4.92% [●] [●] 7. Chandrakant Vallabhaji Gogri 850,875 0.91% [●] [●] (held jointly with Jaya Chandrakant Gogri) 8. Virendra Vijay Rane 87,000 0.09% [●] [●] 9. Mandar Dinkar Desai (held 75,000 0.08% [●] [●] jointly with Shruti Mandar Desai) 10. Amit Anil Sawant 60,000 0.06% [●] [●] 11. Ajit Dhondiram Marathe 19,000 0.02% [●] [●] 12. Mahendra Pandharinath Ingale 17,000 0.02% [●] [●] 13. Neha Rajen Gada (held jointly 18,750 0.02% [●] [●] with Rajen Hemchand Gada) 14. Rajen Hemchand Gada (held 18,750 0.02% [●] [●] jointly with Neha Rajen Gada) 15. Rohan Manohar Kharche 19,000 0.02% [●] [●] 16. Prasad Govind Kumbhar 4,000 0.00%^ [●] [●] 17. Shweta Deshpande 500 0.00%^ [●] [●] Total 57,058,750 61.08% [●] [●] ^0.00 represents value less than 0.01. 10. Major shareholders The list of our major Shareholders and the number of Equity Shares held by them is provided below: a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as on the date of filing this Draft Red Herring Prospectus are set forth below: S. No. Name of the Shareholder Number of Equity % of the pre-Offer Shares Held share capital 1. Sandeep Sudhakar Asolkar (held jointly 18,085,470 19.36% with Priya Sandeep Asolkar) 2. Sandeep Sudhakar Asolkar 13,500,000 14.45% 3. Saketchandrasingh Pratapsingh 8,434,125 9.03% Dhandoriya 4. Jaya Chandrakant Gogri (held jointly with 5,749,350 6.15% Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 5. Sarvesh Kumar Garg 5,527,215 5.92% 6. Asolkar Tradecraft Private Limited 4,978,320 5.33% 146S. No. Name of the Shareholder Number of Equity % of the pre-Offer Shares Held share capital 7. Kumaraguru Madurakavi 4,592,715 4.92% 8. Rajesh Kesavan Nambisan 4,592,715 4.92% 9. Sandeep Sambhaji Parab 4,592,715 4.92% 10. Jyoti Subodh Sapre 3,225,385 3.45% 11. Aakansha Unichem LLP 2,505,000 2.68% 12. Veera Venkata Satyanarayana Yannamani 2,143,860 2.30% 13. Priyanka Amey Belorkar 975,000 1.04% 14. Dhanvallabh Ventures Fund - Scheme I 1,395,195 1.49% Total 80,297,065 85.96% Note: Details as on August 25, 2025, being the date of this Draft Red Herring Prospectus. b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company ten days prior to the date of this Draft Red Herring Prospectus are set forth below: S. No. Name of the Shareholder Number of Equity % of the pre-Offer Shares Held share capital 1. Sandeep Sudhakar Asolkar (held jointly 18,085,470 19.36% with Priya Sandeep Asolkar) 2. Sandeep Sudhakar Asolkar 13,500,000 14.45% 3. Saketchandrasingh Pratapsingh 8,434,125 9.03% Dhandoriya 4. Jaya Chandrakant Gogri (held jointly with 5,749,350 6.15% Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 5. Sarvesh Kumar Garg 5,527,215 5.92% 6. Asolkar Tradecraft Private Limited 4,978,320 5.33% 7. Kumaraguru Madurakavi 4,592,715 4.92% 8. Rajesh Kesavan Nambisan 4,592,715 4.92% 9. Sandeep Sambhaji Parab 4,592,715 4.92% 10. Jyoti Subodh Sapre 3,225,385 3.45% 11. Aakansha Unichem LLP 2,505,000 2.68% 12. Veera Venkata Satyanarayana Yannamani 2,143,860 2.30% 13. Priyanka Amey Belorkar 975,000 1.04% 14. Dhanvallabh Ventures Fund - Scheme I 1,395,195 1.49% Total 80,297,065 85.96% Note: Details as on August 15, 2025, being the date ten days prior to the date of this Draft Red Herring Prospectus. c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company one year prior to the date of this Draft Red Herring Prospectus are set forth below: S. No. Name of the Shareholder Number of Equity % of the share capital Shares Held^ 1. Sandeep Sudhakar Asolkar (held jointly 1,205,698 19.36% with Priya Sandeep Asolkar) 2. Sandeep Sudhakar Asolkar 900,000 14.45% 3. Saketchandrasingh Pratapsingh 562,275 9.03% Dhandoriya 4. Jaya Chandrakant Gogri (held jointly with 383,290 6.15% Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 5. Sarvesh Kumar Garg 368,481 5.92% 6. Asolkar Tradecraft Private Limited 331,888 5.33% 7. Kumaraguru Madurakavi 306,181 4.92% 8. Rajesh Kesavan Nambisan 306,181 4.92% 9. Sandeep Sambhaji Parab 306,181 4.92% 10. Jyoti Subodh Sapre 227,467 3.65% 11. Aakansha Unichem LLP 167,000 2.68% 12. Veera Venkata Satyanarayana Yannamani 142,924 2.30% 13. Sheetal Dugar 93,625 1.50% 14. Dhanvallabh Ventures Fund - Scheme I 93,013 1.49% Total 5,394,204 86.62% Note: Details as on August 25, 2024, being the date one year prior to the date of this Draft Red Herring Prospectus. 147^Pursuant to a sub-division of equity shares with effect from September 5, 2024, our Company sub-divided the equity shares of ₹10 each to Equity Shares of ₹2 each. The table above does not reflect the effect of such share split. d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company two years prior to the date of this Draft Red Herring Prospectus are set forth below: S. No. Name of the Shareholder Number of Equity Shares % of the share Held^ capital 1. Sandeep Sudhakar Asolkar (held jointly 1,205,698 19.36% with Priya Sandeep Asolkar) 2. Sandeep Sudhakar Asolkar 900,000 14.45% 3. Aparna Kapoor 574,778 9.23% 4. Saketchandrasingh Pratapsingh 562,275 9.03% Dhandoriya 5. Kumaraguru Madurakavi 374,801 6.02% 6. Rajesh Kesavan Nambisan 374,801 6.02% 7. Sandeep Sambhaji Parab 374,801 6.02% 8. Sarvesh Kumar Garg 374,801 6.02% 9. Jyoti Subodh Sapre 227,467 3.65% 10. Jaya Chandrakant Gogri (held jointly with 221,120 3.55% Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) 11. Veera Venkata Satyanarayana Yannamani 174,974 2.81% 12. Sheetal Dugar 93,625 1.50% 13. Dhanvallabh Ventures Fund - Scheme I 93,013 1.49% Total 5,552,154 89.16% Note: Details as on August 25, 2023, being the date two years prior to the date of this Draft Red Herring Prospectus. ^Pursuant to a sub-division of equity shares with effect from September 5, 2024, our Company sub-divided the equity shares of ₹10 each to Equity Shares of ₹2 each. The table above does not reflect the effect of such share split. 11. Except for the Allotment of Equity Shares pursuant to the Fresh Issue, any grant of options under the ESOP Scheme or issue of Equity Shares pursuant to exercise of options which may be granted under the ESOP Scheme and the Pre-IPO Placement, there will be no further issue of specified securities whether by way of public issue, rights issue, preferential issue, qualified institutions placement, bonus issue or otherwise, until the listing of the Equity Shares on the Stock Exchanges or the refund of application monies. 12. Except for the Allotment of Equity Shares pursuant to the Fresh Issue and any grant of options under the ESOP Scheme or issue of Equity Shares pursuant to exercise of options which may be granted under the ESOP Scheme, there is no proposal or intention or negotiations or consideration by our Company to alter our capital structure by way of split or consolidation of the denomination of the shares or issue of specified securities on a preferential basis or issue of bonus or rights issue or further public offer of specified securities within a period of six months from the Bid / Offer Opening Date. 13. ESOP Schemes As on the date of this Draft Red Herring Prospectus, except as mentioned below, our Company does not have any active employee stock option plan. SFC Employee Stock Option Scheme 2024 (“ESOP Scheme”) Our Company adopted the ESOP Scheme pursuant to resolutions passed by our Board on August 14, 2024, and by our Shareholders on September 5, 2024, which is in compliance with the Companies Act and the ESOP Regulations. The primary objective of the ESOP Scheme is to reward the employees for their association, retention, dedication and contribution to the goals of the Company. Accordingly, under the ESOP Scheme, employee stock options shall be issued to only the employees of our Company. The aggregate number of Equity Shares which may be issued under the ESOP Scheme is 2,802,330 Equity Shares. As on the date of this Draft Red Herring Prospectus, no options have been granted by our Company under the ESOP Scheme, hence our Company has not issued any equity shares pursuant to exercise of stock options granted pursuant to the employee stock option scheme. In terms of the ESOP Scheme, minimum vesting period is one year and maximum vesting period is five years from the date of grant of options. Subject to certain conditions, the employee can exercise the vested options within the exercise period, which shall commence from the date of vesting and can extend till the 148end of five years from the date of grant of options. As on the date of this Draft Red Herring Prospectus, no options have been granted under the ESOP Scheme, as certified by M/s H H Dedhia & Associates, Chartered Accountants, by way of their certificate dated August 25, 2025. 14. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders, the members of the Syndicate, our Promoters, the members of our Promoter Group or our Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer. 15. Except for our Promoter Selling Shareholders, who are offering Equity Shares in the Offer for Sale, none of the members of our Promoter Group will participate in the Offer. 16. The BRLMs and persons related to the BRLMs or Syndicate Members cannot apply in the Offer under the Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLMs, or insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of the BRLMs, a FPI (other than individuals, corporate bodies and family offices) sponsored by entities which are associates of the BRLMs. 17. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus. 18. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such transactions. 19. Our Company shall ensure that the Pre-IPO Placement, if undertaken, will be reported to the Stock Exchanges within 24 hours of the Pre-IPO Placement. 20. The Promoters and members of our Promoter Group will not receive any proceeds from the Offer, except to the extent of their participation as Selling Shareholders in the Offer for Sale. 21. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless otherwise permitted by law. 22. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 23. Up to [●] Equity Shares aggregating up to ₹[●] million (which shall not exceed 5% of the post- Offer equity share capital of our Company) shall be reserved for allocation to Eligible Employees under the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price (net of Employee Discount, if any, as applicable for the Employee Reservation Portion). Only Eligible Employees would be eligible to apply in the Offer under the Employee Reservation Portion. Bids by Eligible Employees can also be made in the Net Offer and such Bids shall not be treated as multiple Bids. Unless the Employee Reservation Portion is undersubscribed, the value of allocation to an Eligible Employee shall not exceed ₹0.20 million (net of employee discount). In the event of undersubscription in the Employee Reservation Portion, the unsubscribed portion may be allocated, on a proportionate basis, to Eligible Employees for value exceeding ₹0.20 million (net of employee discount) up to ₹0.50 million (net of employee discount). 24. As on the date of this Draft Red Herring Prospectus, the Company does not have any employee stock appreciation right scheme. 25. Our Company, the Selling Shareholders, the Promoters, the Directors and the BRLMs have not entered into buy-back arrangements and/or any other similar arrangements for the purchase of Equity Shares being offered through the Offer. 26. All Equity Shares issued or transferred pursuant to the Offer 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. 14927. None of the BRLMs are an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the Company. 28. Our Company shall comply with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, in relation to its post-Offer paid-up Equity Share capital. 29. As on the date of this Draft Red Herring Prospectus, the BRLMs and their associates (determined as per the definition of ‘associate company’ under the Companies Act, 2013 and as per definition of the term ‘associate’ under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. The BRLMs 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. 150OBJECTS OF THE OFFER The Offer comprises of a Fresh Issue of [●] Equity Shares, aggregating to ₹1,500.00 million by our Company and an Offer for Sale of 12,307,500 Equity Shares aggregating to ₹[●] million by the Selling Shareholders, subject to finalization of Basis of Allotment. For details, see “Summary of the Offer Document” and “The Offer” on pages 29 and 95, respectively. Offer for Sale Each of the Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer for Sale after deducting agreed proportion of the Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale by the Selling Shareholders and the proceeds from the Offer for Sale will not form part of the Net Proceeds. For further details, see “– Offer expenses” on page 162. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 516. Fresh Issue Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards funding the following objects: 1. Prepayment of all or a portion of certain outstanding borrowings availed by our Company and our wholly owned Subsidiary, namely Vasudha Waste Treatment Private Limited; 2. Funding our working capital requirements; and 3. General corporate purposes. (Collectively, referred to herein as the “Objects”) In addition, our Company expects to receive the benefits of listing of Equity Shares on the Stock Exchanges including enhancing our visibility and our brand image among our existing and potential customers and creating a public market for our Equity Shares in India. The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association, enable our Company to undertake our existing business activities and the activities for which funds are being raised by us through the Fresh Issue. Further, the main objects and objects incidental and ancillary to the main objects, of our wholly owned Subsidiary, enables it to undertake the activities towards which the loans proposed to be prepaid / repaid from the Net Proceeds were utilized. We confirm that the activities which we have been carrying out till date are in accordance with the objects clause of our Memorandum of Association. Net Proceeds After deducting the Offer related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh Issue to be ₹[●] million (“Net Proceeds”). The details of the proceeds from the Fresh Issue are summarized in the following table: (in ₹ million) Particulars Total estimated cost Gross proceeds from the Fresh Issue* Up to 1,500.00 (Less) Offer related expenses in relation to the Fresh Issue(1)(2) [●] Net Proceeds (2) [●] * Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) 151shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. (1) For details with respect to sharing of fees and expenses amongst our Company and the Selling Shareholders, please refer to “– Offer Expenses” on page 162. (2) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. Utilisation of Net Proceeds The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table: (in ₹ million) Particulars Estimated amount(2) Prepayment of all or a portion of certain outstanding borrowings availed by our Company and 474.60 our wholly owned Subsidiary, namely Vasudha Waste Treatment Private Limited Funding our working capital requirements 696.70 General corporate purposes (1) [●] Total(1) [●] (1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilised for general corporate purposes shall not exceed 25% of the gross proceeds from the Fresh Issue. (2) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre- IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. 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 below: (in ₹ million) Amount which will be financed Estimated deployment of Net Proceeds in Particulars from Net Proceeds(2) Fiscal 2026 Fiscal 2027 Prepayment of all or a portion of certain 474.60 474.60 - outstanding borrowings availed by our Company and our wholly owned Subsidiary, namely Vasudha Waste Treatment Private Limited Funding our working capital 696.70 76.18 620.52 requirements General corporate purposes (1) [●] [●] Net Proceeds (1)(2) [●] [●] (1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds. (2) Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre- IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. 152The aforesaid fund requirements, deployment of funds and the intended use of the Net Proceeds as described in this Draft Red Herring Prospectus, are approved by our board pursuant to its resolution dated August 25, 2025 and are based on our current business plan, management estimates, prevailing market conditions, current circumstances of our business and other commercial considerations, which are subject to change and may not be within the control of our management. 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. See “Risk Factors – The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval.” on page 84. Our historical expenditure may not be reflective of our future expenditure plans. We may have to revise our funding requirements and deployment, as required, on account of a variety of factors such as our financial and market condition, our business and growth strategies, 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 or exchange rate fluctuations, which may not be within the control of our management. This may entail rescheduling or revising 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 laws. Subject to applicable law, if the actual utilisation towards any of the Objects 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 utilized towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations. Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above. However, in the event that estimated utilization out of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety, the remaining Net Proceeds shall be utilized in subsequent Fiscals, as may be decided by our Company, in accordance with applicable laws. 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. Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated cost of the Objects, business considerations may require us to explore a range of options including utilising our internal accruals and seeking additional debt from existing and future lenders. We believe that such alternate arrangements would be available to fund any such shortfalls. Further, in case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in the Offer. To the extent our Company is unable to utilise any portion of the Net Proceeds towards the aforementioned Objects, per the estimated scheduled of deployment specified above, our Company shall deploy the Net Proceeds in subsequent Fiscal towards the aforementioned Objects. Details of the Objects 1. Prepayment of all or a portion of certain outstanding borrowings availed by our Company and our wholly owned Subsidiary, namely Vasudha Waste Treatment Private Limited Our Company and our wholly owned Subsidiary, Vasudha Waste Treatment Private Limited have entered into various financing arrangements from time to time, with various lenders. The financing arrangements entered into by us include, inter alia, term loans and working capital facilities (fund based and non-fund based). As at June 30, 2025, the total consolidated outstanding borrowings (fund based and non-fund based) of our Company amounted to ₹1,522.76 million. For further details in relation to our borrowings, see “Financial Indebtedness” on page 503. Our Company proposes to utilise an estimated amount of up to ₹474.60 million from the Net Proceeds towards pre-payment of all or a portion of certain term loans availed by our Company, and one of our wholly owned Subsidiary, Vasudha Waste Treatment Private Limited. Given the nature of these borrowings and the terms of prepayment, the aggregate outstanding amounts under these borrowings may vary from time to time and we may, in accordance with the relevant repayment schedule, repay or refinance some of the borrowings set out below, prior to Allotment or avail of additional credit facilities. If at the time of Allotment, any of the below mentioned loans are repaid or refinanced or if any additional credit facilities are availed or drawn down or further 153disbursements under the existing facilities are availed by our Company, and Vasudha Waste Treatment Private Limited, then our Company may utilise the Net Proceeds for prepayment of any such refinanced facilities or any additional facilities / disbursements obtained by our Company and Vasudha Waste Treatment Private Limited. In light of the above, at the time of filing the Red Herring Prospectus, the table below shall be suitably updated to reflect the revised amounts or loans as the case may be which have been availed by our Company and Vasudha Waste Treatment Private Limited. In the event our Board deems appropriate, the amount allocated for estimated schedule of deployment of Net Proceeds in a particular fiscal may be repaid / pre-paid by our Company in the subsequent Fiscal. For the purposes of the Offer, our Company and Vasudha Waste Treatment Private Limited have obtained necessary consent from its lenders, as is respectively required under the relevant facility documentation for undertaking activities in relation to this Offer and for the deployment of the Net Proceeds towards the objects set out in this section. The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions attached to the borrowings restricting our ability to prepay / repay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of such conditions, (iii) receipt of consents for prepayment from the respective lenders, (iv) terms and conditions of such consents and waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi) provisions of any laws, rules and regulations governing such borrowings, and (vii) other commercial considerations including, among others, the amount of the loan outstanding and the remaining tenor of the loan. The amounts proposed to be prepaid against each borrowing facility below is indicative and our Company may utilize the Net Proceeds to prepay the facilities disclosed below in accordance with commercial considerations, including amounts outstanding at the time of prepayment. For further details, see “Financial Indebtedness” on page 503. Pursuant to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed by the respective lender. Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company and Vasudha Waste Treatment Private Limited. The abovementioned factors will also determine the form of investment undertaken by our Company for prepayment of the borrowing arrangements availed by Vasudha Waste Treatment Private, that is a wholly owned subsidiary of our Company, whether they will be in form of subscription or purchase of equity shares, preference shares, convertible or non-convertible securities, debt or any other instrument or combinations thereof. At this stage, our Company cannot determine whether the form of investment in Vasudha Waste Treatment Private Limited will be cash, equity shares, preference shares, convertible or non-convertible securities, debt or any other instrument or combinations thereof. As of the date of this Draft Red Herring Prospectus, our Company has received the following credit ratings on our debt and credit facilities: Financial Year Agency Date of credit rating Credit Rating - Long Credit Rating - Term Bank Facilities Short Term Bank Facilities Fiscal 2026 CARE Ratings Ltd. April 8, 2025 CARE A CARE A1+ Fiscal 2025 CARE Ratings Ltd. April 2, 2024 CARE A CARE A1+ Fiscal 2024 CARE Ratings Ltd. April 12, 2023 CARE A - CARE A1 Vasudha Waste Treatment Private Limited has not obtained any credit ratings as on the date of this Draft Red Herring Prospectus and during the preceding three financial years. For further information, see “Risk Factors - In addition to the existing indebtedness availed by our Subsidiary, Vasudha Waste Treatment Private Limited (“VWT”), it may incur further indebtedness during its business operations and there can be no assurance that it will be able to service the existing and/or additional indebtedness” on page 62. Such pre-payment will help reduce the existing borrowings of our Company and Vasudha Waste Treatment Private Limited and assist us in maintaining a favourable debt-equity ratio and enable utilisation of our internal 154accruals for further investment in business growth and expansion. The following table provides details, as at June 30, 2025, of loans and facilities availed by our Company and Vasudha Waste Treatment Private Limited amounting to ₹549.52 million, out of which we propose to pre-pay in full or in portion of the below-mentioned loans and/or facilities, up to an amount aggregating to ₹474.60 million from the Net Proceeds: [Remainder of the page is intentionally left blank] 155Balance Principal Whether principal loan Interest rate Name of Date of Date of utilized amount Tenor and Prepayment S. Nature of amount as at June the sanction disburse Purpose# for capital outstanding repayment conditions / No. borrowing sanctioned 30, 2025 lender letter ment expenditu as on June schedule penalty (in ₹ (% p.a.) re 30, 2025 (in ₹ million) million) Company 1. Axis July 17, July 31, Term Loan Acquisition of the office premises Yes 84.60^ 72.62 Repo + 84 months. Principal 2% + Bank 2023 2023 located at 2201 to 2206, The 2.25% = repayable in 84 applicable Limited Ambience Court Hi Tech 7.75% p.a. monthly instalments taxes* Business Park, Plot No. 2, Sector of ₹1.19 million 19D, Vashi, Navi Mumbai each 400705 Total (A) 84.60 72.62 Wholly owned Subsidiary Vasudha Waste Treatment Private Limited 1. Axis December December Term Loan Funding the repayment of No 450.00 353.40 Repo + 28 quarterly 1% + Bank 27, 2023 30, 2023 unsecured loan and accrued 2.25% = instalments. applicable Limited interest payable to parent 7.75% p.a. Principal repayable taxes* company (i.e. SFC Environmental in 27 quarterly Technologies Limited) taken instalments of towards the business operations ₹16.10 million each for municipal solid waste and last instalment processing facility at Cacora in of ₹15.30 million South Goa District, Goa. 2. Axis December April 23, Term Loan Funding the repayment of No 150.00 123.50 Repo + 28 quarterly 1% + Bank 27, 2023 2024 unsecured loan and accrued 2.25% = instalments. applicable Limited interest payable to parent 7.75% p.a. Principal repayable taxes* company (i.e. SFC Environmental in 27 quarterly Technologies Limited) taken instalments of ₹5.30 towards the business operations million each and last for municipal solid waste instalment of ₹6.90 processing facility at Cacora in million South Goa District, Goa. Total (B) 600.00 476.90 Total (A+B) 684.60 549.52 *Not applicable in case of prepayment by MSE borrower and if such prepayment is out of internal accrual/own sources and the borrower is able to produce sufficient evidence in this regard. #In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, G B C A & Associates LLP, Chartered Accountants, have issued the certificate dated August 25, 2025 certifying that the borrowings have been utilized towards the purposes for which such borrowings were availed. ^ Original Sanction Amount was ₹100.00 million For further details in relation to our borrowings, see “Financial Indebtedness” on page 503. 1562. Funding our working capital requirements We operate in the wastewater treatment, wastewater recycling & reuse and solid waste treatment sector. The global wastewater treatment solutions market is projected to grow from USD 510 billion in CY2024 to USD 692 billion by CY2029E, registering a CAGR of 6.3%. (Source: F&S Report) The Indian sewage water treatment market has grown at a CAGR of 5.4% between FY2020 and FY2025 and is projected to grow at a CAGR of 9.6% between FY2025 and FY2030E. (Source: F&S Report) The Indian Tertiary Treatment market was valued at ₹6.66 billion in FY2020 and grew to ₹11.29 billion in FY2024. It is expected to reach ₹13.13 billion in FY2025 and is projected to rise sharply to ₹49.24 billion by FY2030F, registering a strong CAGR of 30.26% between FY2025 and FY2030F. (Source: F&S Report) Frost & Sullivan estimates that CBG production in India was 1.5 MMTPA in FY2025 and is projected to reach 30.6 MMTPA by FY2030. The market value is expected to grow from ₹82.5 billion in FY2025 to ₹1681.9 billion by FY2030, with a conservative CAGR of 80-85%. (Source: F&S Report) Our business is working capital intensive, and we fund a majority of our working capital requirements in the ordinary course of business from our internal accruals and financing facilities from various banks and financial institutions. As on June 30, 2025, our Company has total sanctioned limit of working capital facilities of ₹2,763.36 million, including fund-based limits of ₹480.66 million and non-fund based limits of ₹2,282.70 million, on a standalone basis. Our total outstanding indebtedness, as on June 30, 2025, in respect of our working capital facilities was ₹395.56 million which was completely attributable to non-fund based-limits, on standalone basis. For details, see ‘Financial Indebtedness’ on page 503. Our Company requires additional working capital for funding its incremental working capital requirements in the Financial Years ended March 31, 2026 and March 31, 2027. We propose to utilise ₹76.18 million and ₹620.52 million from the Net Proceeds to fund the working capital for meeting business requirements of our Company in Fiscal Years 2026 and 2027, respectively. The working capital requirements are dependent on multiple factors such as trade receivables from our customers, which represent payments expected for goods and services rendered, inventories on account of business operations requirements, and other current assets (consisting only of advance to supplier and balance with government authorities). Rationale for the significant increase in our working capital requirements (on a standalone basis) Please see below rationale for the significant increase in our working capital requirements: Particulars FY 2023 FY 2024 FY 2025 Increase / Increase / Increase / Increase / (in ₹ (in ₹ (in ₹ (decrease) (decrease) (decrease) (decrease) million) million) million) in FY 2024 in FY 2025 % in FY % in FY from FY from FY 2024 from 2025 from 2023 2024 FY 2023 FY 2024 (in ₹ (in ₹ million) million) Net Working 1,143.64 2,084.47 3,012.94 940.82 928.47 82.27% 44.54% Capital Requirement Revenue from 4,117.72 5,219.22 4,743.96 1,101.50 (475.26) 26.75% (9.11%) Operation Net Working 27.77% 39.94% 63.51% NA NA 12.16% 23.57% Capital Requirement as % Revenue from Operation Trade Receivables 1,777.18 2,812.78 3,404.60 1,035.60 591.82 58.27% 21.04% Trade Receivables 43.16% 53.89% 71.77% NA NA 10.73% 17.87% as % Revenue from Operation Inventories 419.90 568.34 637.21 148.45 68.87 35.35% 12.12% 157Inventories as % 10.20% 10.89% 13.43% NA NA 0.69% 2.54% Revenue from Operation Trade Payable 846.25 973.39 660.81 127.15 (312.58) 15.02% (32.11)% Trade Payable as % 20.55% 18.65% 13.93% NA NA (1.90)% (4.72)% Revenue from Operation Our Company saw an increase in the net working capital requirement from ₹1,143.64 million in Fiscal 2023 to ₹2,084.47 million in Fiscal 2024, and further to ₹3,012.94 million in Fiscal 2025. The increase in the net working capital requirement is largely on account of: • increase in trade receivables; • increase in inventories; and • decrease in trade payables (from Fiscal 2024 to Fiscal 2025) Details of trade receivables and revenue from operation Particulars As of March 31 2023 2024 2025 Trade receivables (in ₹ million) 1,777.18 2,812.78 3,404.60 YoY increase (in ₹ million) NA 1,035.60 591.82 Revenue from operation for the Fiscal 4,117.72 5,219.22 4,743.96 Revenue from operation in the fourth quarter of the Fiscal 2,068.32 2,751.88 2,899.95 YoY increase (in ₹ million) NA 683.56 148.07 YoY increase (in %) NA 33.05% 5.38% % of revenue from operation in the fourth quarter of the financial 50.23% 52.73% 61.13% year to the total revenue from operations for the fiscal % of increase in revenue from operation in the fourth quarter (in NA 66.01% 25.02% ₹ million) to increase trade receivable (in ₹ million) % of trade receivables (in ₹ million) to revenue from operation in 85.92% 102.21% 117.40% the fourth quarter (in ₹ million) As disclosed above, our company’s revenue from operations is not evenly distributed throughout the year, and we typically experience a higher volume of sales in the fourth quarter in each financial year. This fluctuation results in a corresponding rise in trade receivables, as a larger proportion of sales made in the fourth quarter in each financial year remain outstanding at the year-end.The trade receivable as at March 31, 2025, March 31, 2024 and March 31, 2023 amounted to 117.40%, 102.21% and 85.92% of the revenue from operations in the fourth quarter of the respective financial year. The increase in working capital requirement is a normal outcome of our Company’s seasonal sales cycle, where the higher sales volume in the fourth quarter typically results in higher receivables at the close of the financial year. For further details, see “Risk Factors – Our WWT operations in India experience seasonality, and any disruptions or underperformance during seasonal periods could negatively affect our results of operations and financial condition.” on page 75. Details of inventories (primarily raw materials) Due to an increase in-house manufacturing, our inventory of raw materials has increased from Fiscal 2023 to Fiscal 2024 and from Fiscal 2024 to Fiscal 2025: (in ₹ million) Particulars As at March As at March 31, As at March Increase / Increase / 31, 2023 2024 31, 2025 (decrease) in (decrease) in (Standalone) (Standalone) (Standalone) FY 2024 from FY 2025 from FY 2023 FY 2024 (in ₹ million) (in ₹ million) Inventory of raw 56.97 105.47 167.09 48.50 61.62 materials 158Inventory of raw 1.38% 2.02% 3.52% - - materials as % Revenue from Operation (a) Basis of estimation of working capital requirement The details of our Company’s working capital as at March 31, 2023, March 31, 2024 and March 2025, derived from our audited standalone financial information, and source of funding are provided in the table below: (in ₹ million) Particulars As at March As at March 31, As at March 31, 31, 2023 2024 2025 (Standalone)* (Standalone)* (Standalone) A. Current assets -Inventories 419.90 568.34 637.21 - Financial assets (i) Trade receivables 1,777.18 2,812.78 3,404.60 (ii) Other financial assets 8.61 37.38 57.47 - Other current assets (consisting only of advance to supplier 17.76 43.30 91.22 and other advances related to business and balance with government authorities) Total current assets (A) 2,223.44 3,461.80 4,190.51 B. Current liabilities - Financial liabilities (i) Trade payables 846.25 973.39 660.81 (ii) Other current financial liabilities (excluding 73.01 130.21 71.39 creditors for capital goods & dividend payable) - Other current liabilities (excluding other liability - corporate 160.49 177.34 396.55 guarantee & advance for sale of assets) Provisions 0.06 - - Current tax liabilities (net) - 96.40 48.82 Total current liabilities (B) 1,079.80 1,377.34 1,177.57 Net working capital requirements (A)-(B) 1,143.64 2,084.47 3,012.94 Existing funding pattern Internal accruals and Equity 685.76 1,358.55 2,892.94 - Borrowings from banks, financial institution and non-banking 457.88 725.92 120.00 financial companies (including bill discounting) Total 1,143.64 2,084.47 3,012.94 As certified by H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. *Special purpose audited standalone financial information, as restated, dated August 13, 2025 issued by our Statutory Auditor G B C A & Associates LLP, Chartered Accountants, for Fiscals 2023 and 2024. (b) Proposed working capital We propose to utilize ₹76.18 million and ₹620.52 million of the Net Proceeds in the Fiscals 2026 and 2027, respectively, towards our Company’s working capital requirements. The balance portion of working capital requirement of our Company shall be met through internal accruals and borrowings. The working capital requirement of the Company for the Fiscals 2026 and 2027 have been projected based on the future growth of the business and working capital days have been estimated taking in to account the days by component in the historic period. The estimates of requirement of working capital are post considering repayment of certain indebtedness and internal accruals which is after factoring future growth in the business of the Company. On the basis of our existing working capital requirements, management estimates and the projected working capital requirements, our Board, pursuant to their resolution dated August 25, 2025, has approved the projected working capital requirements for Fiscals 2026 and 2027. The estimates of working capital requirements for Fiscal 2026 and Fiscal 2027 have been prepared based on our management’s projections of future financial performance. The proposed funding of such working capital requirements are stated below: (in ₹ million) 159Particulars As at March 31, 2026 As at March 31, 2027 (Standalone) (projected) (Standalone) (projected) (A) Current assets - Inventories 887.63 1,286.34 - Financial assets i. Trade receivables 3,685.44 5,059.62 ii. Other financial assets 71.91 98.72 Other current assets (consisting only of advance to 125.84 172.77 supplier and other advances related to business, and balance with government authorities) Total current assets (A) 4,770.83 6,617.46 (B) Current liabilities - Financial liabilities i. Trade payables 1,242.69 1,800.88 ii. Other current financial liabilities (excluding 89.89 123.41 creditors for capital goods) - Other current liabilities (excluding other liability - 341.58 468.94 corporate guarantee & advance for sale of assets) - Provisions - - - Current tax liabilities (net) - - Total current liabilities (B) 1,674.15 2,393.22 (C) Net working capital requirements (C=A-B) 3,096.68 4,224.23 (D) Funding Pattern Borrowings from banks, financial institution and non-banking 127.56 634.59 financial companies (including bill discounting) Internal accruals and Equity 2,892.94 2,892.94 Amount proposed to be utilized from Net Proceeds* 76.18 696.70 * Cumulative amount for Financial Years ending March 31, 2026 and March 31, 2027. As certified by H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. (c) Assumptions for working capital requirements The table below sets forth the details of holding levels (with days rounded to the nearest whole number) for the Fiscals 2023, 2024 and 2025 as well as the projections for the Fiscals 2026 and 2027: Particulars# No. of days for the Fiscal / period ended March 31, March 31, March 31, March 31, March 31, 2023 (Actual) 2024 (Actual) 2025 (Actual) 2026 2027 (Estimated) (Estimated) (A) Current assets - Inventory 67 78 106 90 90 - Financial assets i. Trade receivables 158 197 262 205 205 ii. Other financial assets 1 3 4 4 4 iii. Other current assets 2 3 7 7 7 (consisting only of advance to supplier and other advances related to business, and balance with government authorities) (B) Current liabilities - Financial liabilities i. Trade payables 135 134 109 126 126 ii. Other current financial 6 9 5 5 5 liabilities (excluding 160creditors for capital goods & dividend payable) - Other current liabilities 14 12 31 19 19 (excluding other liability – corporate guarantee & advance for sale of assets) - Provisions - - - - - - Current tax liabilities - 7 4 - - (net) As certified by H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. #Estimated holding days have been rounded to the nearest whole number. Notes: (1) Inventory days is calculated as inventory at the year end multiplied by 365 divided by cost of goods sold during the year. (2) Trade receivables days is derived as trade receivables at the year end multiplied by 365 divided by revenue from operations. (3) Other financial asset days is derived as other financial asset at the year end multiplied by 365 divided by revenue from operations. (4) Other current assets (consisting only of advance to supplier and other advances related to business, and balance with government authorities) days is derived as other current assets (consisting only of advance to supplier and other advances related to business, and balance with government authorities) at the year end multiplied by 365 divided by revenue from operations. (5) Trade payable days is derived as trade payable at the year end multiplied by 365 divided by cost of goods sold during the year. (6) Other current financial liabilities (excluding creditors for capital goods & dividend payable) days is derived as other current financial liabilities (excluding creditors for capital goods & dividend payable) at the year end multiplied by 365 divided by revenue from operations. (7) Other current liabilities (excluding other liability - corporate guarantee & advance for sale of assets) days is derived as other current liabilities (excluding other liability - corporate guarantee & advance for sale of assets) at the year end multiplied by 365 divided by revenue from operations. (8) Provisions days is derived as provisions at the year end multiplied by 365 divided by revenue from operations. (9) Current tax liabilities (net) days is derived as Current tax liabilities (net) at the year end multiplied by 365 divided by revenue from operations. (d) Justifications for holding period levels The working capital projections made by our Company are based on certain key assumptions and justifications, as set out below: Particulars Assumptions and Justifications Current assets Inventories Inventory days is basis assumptions on cost of goods sold. Our Company maintains inventories of raw material, finished goods, stock in trade and work in progress as required for its business operations. For Fiscal 2023, Fiscal 2024, and Fiscal 2025, our Company had inventory days of 67 days, 78 days, and 106 days respectively. Due to increasing in-house manufacturing, historically, the Inventory days have increased from 67 days in Fiscal 2023 to 106 days in Fiscal 2025. Our Company has assumed Inventory days of 90 days for Fiscal 2026 and Fiscal 2027 as our Company intends to carry ~3 months of inventory. Trade receivables Trade receivable days are calculated basis revenue from operations. For Fiscal 2023, Fiscal 2024, and Fiscal 2025, our Company had trade receivable days of 158 days, 197 days, and 262 days, respectively. The historical trade receivable days have increased from 158 days in Fiscal 2023 to 262 days in Fiscal 2025 on account of growing trend in revenue (primarily in last quarter of the fiscal). Our Company expects this range of receivable days to continue and has assumed trade receivable days of 205 days for Fiscal 2026 and Fiscal 2027 which is in line with average Trade receivables days for the preceding 3 fiscals. Other financial assets For Fiscal 2023, Fiscal 2024, and Fiscal 2025, our Company had other financial assets days of 1 day, 3 days and 4 days respectively. Our Company has assumed other financial assets days of 4 days for Fiscal 2026 and Fiscal 2027 of revenues from operations which is in line with the other financial assets days for Fiscal 2025. Other current assets Other current assets (consisting only of advance to supplier and other advances related to (consisting only of business, and balance with government authorities) days is derived on the basis revenue from advance to supplier and operations. For Fiscal 2023, Fiscal 2024, Fiscal 2025, our Company had other current assets other advances related to days of 2 days, 3 days, and 7 days respectively. Our Company has assumed other current assets business, and balance with days of 7 days for Fiscal 2026 and Fiscal 2027 in line with the other current assets days for government authorities) Fiscal 2025. 161Current liabilities Trade payables Trade payable days is derived on the basis of cost of goods sold during the period. For Fiscal 2023, Fiscal 2024, and Fiscal 2025, our Company had trade payable days of 135 days, 134 days and 109 days respectively. Our Company has assumed trade payables days of 126 days for Fiscal 2026 and Fiscal 2027 in line average with trade payable days for preceding three fiscals. Other current financial Other current financial liabilities (excluding creditors for capital goods & dividend payable) liabilities (excluding days is derived basis revenue from operations. For Fiscal 2023, Fiscal 2024, and Fiscal 2025 Creditors for capital goods our Company had other current financial liabilities days of 6 days, 9 days, and 5 days & dividend payable) respectively. Going forward, our Company expects the holding levels of other current financial liabilities days to be 5 days each for Fiscal 2026 and Fiscal 2026 which is line with the other current financial liabilities days for Fiscal 2025. Other current liabilities Other current liabilities (excluding other liability - corporate guarantee and advance for sale of (excluding Other Liability assets) days is derived basis the revenue from operations. For Fiscal 2023, Fiscal 2024, and - Corporate Guarantee & Fiscal 2025, our Company had other current liabilities days of 14 days, 12 days, and 31 days Advance for sale of assets) respectively. It primarily includes items such as, statutory dues payable, contract liabilities, other payables, provision for expenses and other similar obligations. Our Company expects maintaining these other current liabilities at 19 days each as for Fiscal 2026 and Fiscal 2027, in line with the average of preceding 3 Fiscals. Provisions Provisions days is derived on the basis of revenue from operations. For Fiscal 2023, Fiscal 2024 and Fiscal 2025, the provisions days were zero and our company believes that going forward, the same trend shall continue. Current tax liabilities (net) The Current tax liabilities (net) consists of provision for income tax as reduced by taxes paid and tax credits. Current tax liabilities (net) days is derived on the basis of revenue from operations and it was zero days, 7 days and 4 days for Fiscal 2023, Fiscal 2024, and Fiscal 2025 respectively. Going forward, the Company has assumed Current tax liabilities (net) days as zero days. As certified by M/s H H Dedhia & Associates, Chartered Accountants, pursuant to their certificate dated August 25, 2025. 3. General corporate purposes We propose to utilise up to ₹[●] million of the Net Proceeds towards general corporate purposes and the business requirements of our Company as approved by the Board, from time to time, subject to such utilisation for general corporate purposes not exceeding 25% of the Gross Proceeds from the Fresh Issue, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, without limitation, meeting ongoing general corporate contingencies, funding growth opportunities, including funding strategic initiatives, strengthening marketing capabilities, capital expenditure and any other purpose, as may be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law, including provisions of the Companies Act. In the event our Company is unable to utilise the Net Proceeds towards any of the objects of the Offer for any of the reasons as aforementioned, our Company may utilise such Net Proceeds towards general corporate purposes, provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the Gross Proceeds. The quantum of utilisation of funds towards each of the above purposes will be determined by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law and based on the amount available under this head and the business requirements of our Company, from time to time. Our Company’s management shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals. Means of Finance The entire fund requirements for our Objects are proposed to be funded entirely from the Net Proceeds, existing borrowings and internal accruals. Accordingly, we confirm that there are no requirements 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 and existing internal accruals, 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. Offer Expenses 162The total expenses of the Offer are estimated to be approximately ₹[●] million. The expenses of this Offer include, among others, listing fees, selling commission and brokerage, fees payable to the BRLMs, fees payable to legal counsels, fees payable to the Registrar to the Offer, Escrow Collection Bank(s) and Sponsor Bank(s) to the Offer, processing fee to the SCSBs for processing application forms, underwriting commission, brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses, fees payable to consultants and Statutory Auditors for deliverables in connection with the Offer and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. Other than (i) the listing fees, which will be solely borne by the Company; and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale and fees for legal counsel to each Selling Shareholder, which shall be solely borne by the Selling Shareholders, the Company and each of the Selling Shareholders agree, severally and not jointly, to share the costs and expenses (excluding all applicable taxes except STT, which shall be solely borne by the respective Selling Shareholder) directly attributable to the Offer (including fees and expenses of the Book Running Lead Managers, legal counsels appointed in connection with the Offer, and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses and branding of the Company undertaken in the ordinary course of business by the Company), printing, underwriting commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale, as may be mutually agreed amongst the Selling Shareholders, in accordance with applicable law including section 28(3) of the Companies Act. All the expenses relating to the Offer shall be paid by the Company in the first instance. Upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, the Selling Shareholders shall, reimburse the Company for any expenses in relation to the Offer paid by the Company on behalf of the respective Selling Shareholder directly from the Public Offer Account as may be mutually agreed amongst the Selling Shareholders except as may be prescribed by the SEBI or any other regulatory authority. The break-up of the estimated Offer expenses is set forth below: (in ₹ million) As a % of the As a % of the Estimated Activity total estimated total Offer expenses* Offer expenses size Fees payable to the BRLMs and commissions [●] [●] [●] (including underwriting commission, brokerage and selling commission, as applicable) Commission / processing fee for SCSBs, Bankers to [●] [●] [●] the Offer 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, RTAs and CDPs (1)(2)(3)(4)(5) Fees payable to Registrar to the Offer [●] [●] [●] Advertising and marketing expenses [●] [●] [●] Fee payable to auditors, consultants and market [●] [●] [●] research firms Others [●] [●] [●] i. Listing fees, SEBI filing fees, upload fees, BSE and NSE processing fees, book building software fees and other regulatory expenses; ii. Printing and distribution of stationery; iii. Fees payable to legal counsel; and iv. Miscellaneous. Total estimated Offer expenses [●] [●] [●] * Offer expenses include GST, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus. Offer expenses are estimates and are subject to change (1) Selling commission payable to SCSBs, on the portion for Retail Individual Investors and Non-Institutional Investors which are directly procured and uploaded by the SCSBs, would be as follows: 163Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. No additional uploading / processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them; (2) Processing fees payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors which are procured by the members of the Syndicate / sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would be as follows: Portion for Retail Individual Investors ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Investors ₹[●] per valid application (plus applicable taxes) *Processing fees payable to the SCSBs for capturing Syndicate Member / Sub-syndicate (Broker) / Sub-broker code on the ASBA Form for Non-Institutional Investors and Qualified Institutional Buyers with bids above ₹0.50 million would be ₹[●] plus applicable taxes, per valid Bid cum Application Form. (3) Uploading charges / processing fees for applications made by UPI Bidders would be as follows: Members of the Syndicate / RTAs / CDPs / Registered ₹[●] per valid application (plus applicable taxes) Brokers ₹[●] per valid Bid cum Application Form (plus applicable taxes) Sponsor Bank(s) The Sponsor Bank(s) shall be responsible for making payments to the third parties such as remitter bank, NCPI and such other parties as required in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement and other applicable law All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank Agreement (4) Brokerage, selling commission on the portion for UPI Bidders (using UPI Mechanism), Retail Individual Investors and Non-Institutional Investors which are procured by members of the Syndicate (including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs would be as follows: Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. (5) Pursuant to SEBI ICDR Master Circular, applications made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). Accordingly, Syndicate / Sub-Syndicate Members shall not be able to accept Bid Cum Application Form above ₹0.50 million and the same Bid Cum Application Form needs to be submitted to SCSBs for blocking of fund and uploading on the exchange bidding platform. To identify bids submitted by Syndicate / Sub-Syndicate Members to SCSB, a special Bid Cum Application Form with a heading / watermark, ‘Syndicate ASBA’ may be used by Syndicate / Sub- Syndicate Member along with SM code and Broker code mentioned on the Bid Cum Application Form to be eligible for brokerage on Allotment. However, such special forms, if used for RII Bids and NII Bids up to ₹0.50 million will not be eligible for brokerage. Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers / RTAs / CDPs and submitted to the SCSB for blocking shall be ₹[●] per valid Bid cum Application Form (plus applicable taxes). The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular. Interim use of funds Our Company, in accordance with the applicable law, policies established by our Board from time to time and in order to attain the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilisation for the purposes described above, we undertake to temporarily invest such portion funds from the Net Proceeds in deposits only with one or more scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets. Bridge loan Our Company has not raised any bridge loans from any banks or financial institutions, as on the date of this Draft Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. Appraising Entity 164None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency, including any bank, finance institutions or any independent agency. Monitoring of utilisation of funds In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for monitoring the utilisation of Gross Proceeds prior to the filing of the Red Herring Prospectus with the RoC, as the Fresh Issue size exceeds ₹1,000 million. Our Company undertakes to place the Gross Proceeds in a separate bank account which shall be monitored by the Monitoring Agency for utilization of the Gross Proceeds. Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds, which shall discuss, monitor and approve the use of the Gross Proceeds along with our Board. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilized. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilized in full. The statement prepared on an annual basis for utilization of the Gross Proceeds shall be certified by the Auditors. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation and Regulation 32(1) of the SEBI Listing Regulations, on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of the Fresh Issue from the Objects. This information will also be published on our website, until such time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for such 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 Gross Proceeds have been utilized. Our Company will also, in its balance sheet for the applicable periods, provide details, if any, in relation to all such Gross Proceeds that have not been utilized, if any, of such currently unutilized Gross Proceeds. In terms of Regulation 32(7A) of the SEBI Listing Regulations, our Company will also disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized. Variation in Objects In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and applicable rules thereunder, our Company shall not vary the Objects of the Offer unless our Company is authorized to do so by way of a special resolution of its Shareholders and such variation will be in accordance with the applicable laws including the Companies Act, 2013 and the SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act, 2013 and applicable rules and such Postal Ballot Notice shall be placed on website of our Company. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Marathi, Marathi being the regional language of Maharashtra, where our Registered Office is situated in accordance with the Companies Act, 2013 and applicable rules. Our Promoters 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, in accordance with Section 13(8) and other applicable provisions of the Companies Act, our Articles of Association, and the SEBI ICDR Regulations. Other confirmations Except to the extent of the proceeds received by the Selling Shareholders pursuant to the Offer for Sale portion, none of our Promoters, members of the Promoter Group, Group Companies, Directors or Key Managerial Personnel or Senior Management will receive any portion of the Offer Proceeds and there are no existing or anticipated transactions in relation to utilisation of the Net Proceeds with our Promoters or members of the Promoter Group, Group Companies, Directors or Key Managerial Personnel or Senior Management. Further, except in the ordinary course of business, there is no existing or anticipated interest of such individuals and entities in the Objects as set out above. 165BASIS FOR OFFER PRICE The Floor Price, Price Band and the Offer Price will be determined by our Company, in consultation with the Book Running Lead Managers, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the qualitative and quantitative factors as described below. The face value of the Equity Shares is ₹2 each, and the Offer Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. The financial information included herein is derived from our Restated Consolidated Financial Information. The Prospective Investors should also refer to “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 47, 260, 353 and 472, respectively, to have an informed view before making an investment decision. Qualitative factors Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are: • Technology driven market leadership as a key player in the wastewater treatment market; • Vertical integration through constant innovation and use of technology; • Well-positioned to capture market opportunities in the solid waste treatment segment • High proportion of repeat business with strong order book; • Proven management experience and leadership. For further details, see “Our Business – Competitive Strengths” on page 273. Quantitative factors Some of the quantitative factors, which may form the basis for computing the Offer Price are as follows: I. Basic and diluted earnings per share (“EPS”) (as adjusted for changes in capital on a consolidated basis) Based on / derived from the Restated Consolidated Financial Information: Financial Year ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight March 31, 2025 15.42 15.42 3 March 31, 2024 15.16 15.16 2 March 31, 2023 10.05 10.05 1 Weighted Average 14.44 14.44 Notes: i. The face value of each Equity Share is ₹2. Pursuant to resolution passed by our Board at their meeting dated August 14, 2024 and resolution passed by the Shareholders at the annual general meeting dated September 5, 2024, our Company has sub-divided the face value of its equity shares from ₹10 each into Equity Shares of ₹2 each. Basic EPS and Diluted EPS for all the year have been derived post the impact of split of equity shares. ii. Our Company has pursuant to the Board resolution dated August 14, 2024 allotted 62,274,180 Equity Shares through a bonus issuance (“Bonus Shares”) in the ratio of two Equity Shares for every one Equity Share held by the Shareholders as on the record date (i.e., September 4, 2024). Basic EPS and Diluted EPS for all the year have been considered post the impact of the issue of Bonus Shares in accordance with Ind AS 33 - Earnings per share notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). iii. EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended)”. iv. Basic EPS = Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year considering the impact of the Scheme of Amalgamation. v. Diluted EPS = Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year adjusted for the effects of all dilutive potential equity shares, if any considering the impact of the Scheme of Amalgamation. 166II. Price / Earning (“P/E”) ratio in relation to the Price Band of ₹[●] to ₹[●] per Equity Share (of face value of ₹2 each): Particulars P/E ratio at Floor Price P/E ratio at Cap Price (number of times)* (number of times)* Based on basic EPS as per the Restated Consolidated Financial Information for Fiscal [●] [●] 2025 Based on diluted EPS as per the Restated Consolidated Financial Information for Fiscal [●] [●] 2025 *To be computed after finalisation of the Price Band. III. Industry peer group P/E ratio Based on the peer group information (excluding our Company) which has been given below: Particulars Industry P/E Highest 58.13 Lowest 24.61 Average 39.10 Notes: i. The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below. ii. P/E figures for the peer are computed based on closing market price as on August 14, 2025 on BSE, divided by Diluted EPS (on consolidated basis) based on the financial results declared by the peers for the Financial Year ending March 31, 2025 submitted to the stock exchanges. IV. Return on Net Worth attributable to the owners of our Company (“RoNW”) on a consolidated basis As derived from the Restated Consolidated Financial Information: Financial Year ended RoNW (%) Weightage March 31, 2025 24.36 3 March 31, 2024 30.46 2 March 31, 2023 25.93 1 Weighted Average 26.65 Notes: i. Return on Net Worth (%) = Profit after tax attributable to owners / Average Net worth (Average Net Worth is calculated as the arithmetic average of the opening and closing balance of Net Worth). ii. Net Worth = Aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. V. Net Asset Value (“NAV”) per Equity Share (of face value of ₹2 each) on a consolidated basis As derived from the Restated Consolidated Financial Information As at NAV per Equity Share (in ₹) March 31, 2025 69.44 After the completion of the Offer: (i) At Floor Price [●] (ii) At Cap Price [●] Offer Price (1) [●] (1) Offer Price per Equity Share will be determined on conclusion of the Book Building Process. (2) Net asset value per share = Net worth (excluding Non-Controlling Interest) as restated / weighted average number of equity shares outstanding at the end of the year adjusted for the subdivision of the equity shares and issue of bonus shares, in accordance with principles of Ind AS 33 (3) The figures disclosed above are based on the Restated Consolidated Financial Information of our Company. VI. Comparison of accounting ratios with listed industry peers 167The following is the comparison with our peer group companies listed in India and engaged in the same line of business as that of our Company: Name of Face Closing price Revenue from EPS (₹) NAV P/E RoNW Company Value on August 14, Operation, for (%) 2025 Fiscal 2025 (₹ Per (₹ Per Equity (in ₹ million) Basic Diluted (₹ per Equity Share) share) Share) SFC Environmental 2.00 N.A. 6,978.58 15.42 15.42 69.44 N.A. 24.36 Technologies Limited Listed Peers Thermax Limited 2.00 3,273.40 103,886.90 56.33 56.31 438.17 58.13x 13.53 Praj Industries 2.00 411.70 32,280.42 11.91 11.91 75.17 34.57x 16.48 Limited Ion Exchange 1.00 431.45 27,371.00 17.53 17.53 82.36 24.61x 18.67 (India) Limited Notes: (i) All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports as available of the respective company for the relevant year ended March 31, 2025. (ii) P/E Ratio has been computed based on the closing market price of equity shares on BSE on August 14, 2025, divided by the Diluted EPS for the Fiscal 2025. (iii) Return on Net Worth (%) = Profit after tax attributable to owners / Average Net Worth (Average Net Worth is calculated as the arithmetic average of opening and closing balance of Net Worth). (iv) Net Worth = Aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information / audited consolidated financial information (as applicable), but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. (v) Net asset value per share = Net worth (excluding Non-Controlling Interest) / weighted average number of equity shares outstanding at the end of the year adjusted for the subdivision of the equity shares and issue of bonus shares, if any, in accordance with principles of Ind AS 33. VII. Key performance indicators (“KPIs”) The KPIs disclosed below have been used historically by our Company to understand and analyse its business performance, which in result, help us in analysing the growth of business in comparison to our peers. Our Company considers that the KPIs set forth below are the ones that may have a bearing for arriving at the basis for the Offer Price. The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated August 25, 2025. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus. The KPIs disclosed herein below have been verified and certified by (i) our Chief Financial Officer pursuant to a certificate dated August 25, 2025; (ii) M/s H H Dedhia & Associates, Chartered Accountants, pursuant to a certificate dated August 25, 2025, which has been included as part of the “Material Contracts and Documents for Inspection” on page 588. The management of our Company has prepared a note that, among other matters, takes on record GAAP, Non- GAAP and operational measures identified as KPIs along with the rationale for the classification of each of these KPIs under GAAP, Non-GAAP and operational measures along with the rationale for such classification. The note was placed before the members of our Audit Committee prior to the resolution dated August 25, 2025, approving and confirming the KPIs disclosed below. Our Company confirms that it shall continue to disclose all the KPIs disclosed in this section, (a) at least once a year after the date of listing of the Equity Shares on the Stock Exchanges; (b) till complete utilisation of the proceeds of the Fresh Issue as disclosed in “Objects of the Offer” on page 151, whichever is later, or for such other duration as may be required under the SEBI ICDR Regulations. We have described and defined the KPIs, as applicable, in 168“Definitions and Abbreviations - Key Performance Indicators” on page 21. Bidders are encouraged to review the Ind AS financial measures and not to rely on any single financial metric to evaluate our business. For further details, see “Risk Factors - The information included in this Draft Red Herring Prospectus in relation to our listed peers may not be comparable and it may be difficult to benchmark and evaluate our financial performance against other operators who operate in the same industry as us.” on page 78. The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below: Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or financial performance of our Company In evaluating our business, we consider and use certain KPIs, as presented below, as a supplemental measure to review and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. 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, including peer companies, and hence their comparability may be limited. Therefore, these KPIs should not be considered in isolation or construed as an alternative to Ind AS measures or as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our operating results and trends and in comparing our financial results with other companies in our industry. Set out below are explanations for how the KPIs listed above have been used by the management historically to analyse, track or monitor the operational and/or financial performance of our Company. Explanation Revenue from Operations Revenue from operations is used by our management to track the revenue generated from the overall business and help assess the overall financial performance of our Company and also represents the scale of our business. Operating EBITDA Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the Restated Consolidated Financial Information. Operating EBITDA Margin Operating EBITDA margin track operational efficiency and operational profitability of the business. They assist in tracking the operational margin profile of our business benchmarked against our historical performance and against our peers. Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by revenue from operations * 100. PAT Profit for the year track overall profitability of the business. PAT represents total profit after tax for the year as per the Restated Consolidated Financial Information. PAT Margin PAT Margin (%) track overall profitability of the business. They assist in tracking the overall margin profile of our business benchmarked against our historical performance and against our peers. PAT margin is calculated as PAT divided by revenue from operations * 100. Return on Equity (ROE) ROE is calculated as total profit after tax for the year divided by average total equity. RoE is used by the management to track how efficiently our Company generates profits from shareholders’ funds. Return on Capital Employed ROCE is used by the management to track how efficiently our Company generates earnings (ROCE) from the capital employed in the business and how well it is converting its total capital to generate profits. ROCE is calculated as a percentage of earnings before interest and taxes / total equity plus total borrowings plus deferred tax liabilities minus deferred tax assets as per the Restated Consolidated Financial Information. EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs Net Debt Net Debt is calculated as total debt reduced by cash and cash equivalents and bank balances other than cash and cash equivalents. Net Worth Net worth shall mean the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation 169Explanation Net Debt /Equity The net debt / equity ratio is used by the management to track whether our Company can repay its obligations if they were all due today and whether our Company is able to take on more debt. Net debt / equity is calculated as net debt divided by total equity. Fixed Asset Turnover Ratio Fixed asset turnover is calculated as revenue from operations divided by average property, plant and equipment. Cash Conversion Cycle Cash conversion cycle is computed as trade receivables days plus inventory days minus trade payable days; Wherein, trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365 for financial years; Inventory Days is calculated as average inventory divided by cost of goods sold multiplied by 365 for financial years; and trade payable days is calculated as average trade payables divided by cost of goods sold multiplied by 365 for financial years. Total Order Book Total Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments. Details of KPIs as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023: KPIs Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Operations1 ₹ (in million) 6,978.58 6,574.95 5,194.47 Operating EBITDA2 ₹ (in million) 2,074.80 1,932.54 1,240.72 Operating EBITDA Margin3 % 29.73% 29.39% 23.89% PAT4 ₹ (in million) 1,520.08 1,441.73 948.09 PAT Margin5 % 21.78% 21.93% 18.25% ROE6 % 24.84% 29.80% 25.44% ROCE7 % 29.29% 28.56% 28.57% Net Debt8 ₹ (in million) -523.45 -494.49 -783.14 Net worth9 ₹ (in million) 6,486.82 5,342.96 3,954.16 Net Debt/ Equity10 X -0.08 -0.09 -0.19 Fixed Asset Turnover11 X 10.85 13.25 15.06 Cash Conversion cycle12 Days 232 156 105 Total Order Book13 ₹ (in million) 5,603.86 7,852.34 6,432.52 1) Revenue from operations is calculated as revenue from sale of products, services and other operating revenue 2) Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the Restated Consolidated Financial Information. 3) Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by revenue from operations multiplied by 100. 4) PAT represents total profit after tax for the year as per the Restated Consolidated Financial Information. 5) PAT margin is calculated as PAT divided by Revenue from Operations multiplied by 100. 6) ROE is calculated as total profit after tax for the year divided by average total equity. 7) ROCE is calculated as a percentage of earnings before interest and taxes / total equity plus total borrowings plus deferred tax liabilities minus deferred tax assets as per the Restated Consolidated Financial Information. EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs. 8) Net Debt is calculated as total debt reduced by cash and cash equivalents and bank balances other than cash and cash equivalents. 9) Net worth is calculated as Aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation 10) Net Debt to Equity is calculated as net debt divided by total equity. 11) Fixed Asset Turnover is calculated as revenue from operations divided by average property, plant and equipment 12) Cash Conversion Cycle is computed as trade receivables days plus inventory days minus trade payable days; Wherein, trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365 for financial years, inventory days is calculated as average inventory divided by cost of goods sold multiplied by 365 for financial years and trade payable days is calculated as average trade payables divided by cost of goods sold multiplied by 365 for financial years. Rounded off to the nearest whole number 13) Total Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments. 170For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 260 and 472, respectively. Comparison of KPIs with our listed industry peers As at and for Fiscal 2025 Key Performance Indicators SFC Thermax Praj Ion Revenue from Operations1 6,978.58 103,886.90 32,280.42 27,371.00 Operating EBITDA2 2,074.80 9,077.80^ 3,248.32 2,939.00 Operating EBITDA Margin3 29.73% 8.74%^ 10.06% 10.74%^ PAT4 1,520.08 6,267.00 2,189.33 2,083.00 PAT Margin5 21.78% 6.00% 6.78%^ 7.61%^ ROE6 24.84% 13.40% 16.48% 18.70% ROCE7 29.29% 16.00% 24.41% 22.00% Net Debt8 -523.45 5,637.40 - -1,627.80^ Net worth9 6,486.82 49,370.00 13,817.67 12,078.80 Net Debt/ Equity10 -0.08 0.11^ -0.13 -0.10 Fixed Asset Turnover11 10.85 3.05 7.56^ 8.69^ Cash Conversion cycle12 232 NA NA NA Total Order Book13 5,603.86 103,370.00 42,930.00 NA As at and for Fiscal 2024 Key Performance Indicators SFC Thermax Praj Ion Revenue from Operations1 6,574.95 93,234.60 34,662.78 23,478.49 Operating EBITDA2 1,932.54 7,973.90^ 3,878.06 2,719.37 Operating EBITDA Margin3 29.39% 8.55%^ 11.19% 11.58%^ PAT4 1,441.73 6,431.90 2,833.91 1,953.52 PAT Margin5 21.93% 6.90% 8.18%^ 8.32%^ ROE6 29.80% 15.50% 24.09% 21.06% ROCE7 28.56% 17.00% 31.69% 26.90% Net Debt8 -494.49 3,015.00 - -4,503.16^ Net worth9 5,342.96 44,398.00 12,744.70 10,179.07 Net Debt/ Equity10 -0.09 0.07^ -0.03 -0.40 Fixed Asset Turnover11 13.25 3.80 10.77^ 9.94^ Cash Conversion cycle12 156 NA NA NA Total Order Book13 7,852.34 93,550.00 38,550.00 NA As at and for Fiscal 2023 Key Performance Indicators SFC Thermax Praj Ion Revenue from Operations1 5,194.47 80,898.10 35,280.38 19,896.09 Operating EBITDA2 1,240.72 5,975.60^ 3,180.00 2,549.87 Operating EBITDA Margin3 23.89% 7.39%^ 9.01% 12.82%^ PAT4 948.09 4,507.00 2,398.18 1,949.66 PAT Margin5 18.25% 5.57% 6.80%^ 9.80%^ ROE6 25.44% 12.24%^ 24.06% 23.30% ROCE7 28.57% 15.00% 30.31% 30.00% Net Debt8 -783.14 -3,017.20 - -4,954.84^ Net worth9 3,954.16 38,680.70 10,779.98 8,334.91 Net Debt/ Equity10 -0.19 -0.08^ -0.10 -0.60 Fixed Asset Turnover11 15.06 4.78 15.85^ 12.62^ Cash Conversion cycle12 105 NA NA NA Total Order Book13 6,432.52 87,880.00 34,140.00 NA All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports and investor presentation as available of the respective company for the relevant year ended March 31, 2025. ^In computing the above ratios and KPIs of the listed peer, we have used the same formulas as defined and considered for the Company. 171NA: The data for the referenced period could not be located from the sources identified above. Notes: 1) Revenue from operations is calculated as revenue from sale of products, services and other operating revenue 2) Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the restated / audited consolidated financial information. 3) Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by revenue from operations multiplied by 100. 4) PAT represents total profit after tax for the year as per the restated / audited consolidated financial information. 5) PAT margin is calculated as PAT divided by Revenue from Operations multiplied by 100. 6) ROE is calculated as total profit after tax for the year divided by average total equity. 7) ROCE is calculated as a percentage of earnings before interest and taxes / total equity plus total borrowings plus deferred tax liabilities minus deferred tax assets as per the restated / audited consolidated financial information. EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs. 8) Net Debt is calculated as total debt reduced by cash and cash equivalents and bank balances other than cash and cash equivalents. 9) Net worth is calculated as Aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the restated / audited consolidated financial information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation 10) Net Debt to Equity is calculated as net debt divided by total equity. 11) Fixed Asset Turnover is calculated as revenue from operations divided by average property, plant and equipment 12) Cash Conversion Cycle is computed as trade receivables days plus inventory days minus trade payable days; Wherein, trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365 for financial years, inventory days is calculated as average inventory divided by cost of goods sold multiplied by 365 for financial years and trade payable days is calculated as average trade payables divided by cost of goods sold multiplied by 365 for financial years. Rounded off to the nearest whole number 13) Tota Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments. VIII. Weighted average cost of acquisition (“WACA”), Floor Price and Cap Price a) The price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on the primary / new issue of shares (equity / convertible securities), excluding shares issued under the ESOP Scheme and 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 our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”) Our Company has not issued any Equity Shares or convertible securities, excluding shares issued pursuant to bonus issue, during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more that 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. b) The price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on the secondary sale / acquisition of shares (equity / convertible securities) (excluding gifts) involving any of the Promoter or Promoter Group or Selling Shareholders or other shareholders with the right to nominate directors on our Board during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”) The details of secondary sale / acquisitions of Equity Shares or any convertible securities, where the Promoters, members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate director(s) on the Board of Directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days are as follows: 172Number of Price per No. of Issue price per Equity Shares equity Total equity Equity Shares Date of Name of acquired - post shares of Nature of Nature of consideration Name of transferee shares of (₹) (adjusted transfer transferor effect of sub- face value transaction consideration (in ₹ million) face value for split) of face division of ₹ 2 of ₹10 each (1) ₹ 10 each value of ₹2 each each (₹) April 30, Aparna Vivek Asolkar Tradecraft Private Limited 331,888 1,659,440 1,125.00 225.00 Purchase of Cash 373.37 2024 Kapoor equity shares April 12, Hetal Viral Chandrakant Vallabhaji Gogri, 2,000 10,000 1,125.00 225.00 Purchase of Cash 2.25 2024 Gala jointly with Jaya Chandrakant Gogri equity shares April 10, Bharati Vipul Chandrakant Vallabhaji Gogri, 2,000 10,000 1,125.00 225.00 Purchase of Cash 2.25 2024 Gala jointly with Jaya Chandrakant Gogri equity shares April 10, Anil Bhavanji Jaya Chandrakant Gogri, jointly 7,500 37,500 1,125.00 225.00 Purchase of Cash 8.44 2024 Shah with Chandrakant Vallabhaji Gogri equity shares and Hetal Gogri Gala Weighted average cost of acquisition 225.00 Notes: 1. Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024, and a resolution of our Shareholders passed in their annual general meeting held on September 5, 2024, each fully paid-up equity share of our Company of face value ₹10 each was subdivided into 5 Equity Shares of ₹2 each. The impact of the subdivision has been considered in the calculation of number of Equity Shares and in the weighted average cost of acquisition price per Equity Share. 173In case there are no such transactions to report to under (a) and (b) above, the following are the details basis the last five primary or secondary transactions (secondary transactions where the Promoters, members of the Promoter Group, Promoter Selling Shareholder or Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction), not older than three years prior to the date of this Prospectus irrespective of the size of transactions: Not applicable, since there are transactions to report under (a) and (b) above, therefore, this information for price per share based on the last five primary or secondary transactions (secondary transactions where the Promoters, members of the Promoter Group, Selling Shareholders or shareholders with special rights to nominate director(s) in the Board of our Company are a party to the transaction), not older than three years prior to the date of the filing of the Draft Red Herring Prospectus is irrespective of the size of transactions, and is accordingly not applicable. The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which the Equity Shares were issued by our Company, or acquired or sold by our Promoters or members of our Promoter Group or Promoter Selling Shareholder or shareholder(s) having the right to nominate director(s) on the Board* in the last 18 months or three years preceding the date of this Draft Red Herring Prospectus are disclosed below: Based on the disclosures in (a), (b) and (c) above, the weighted average cost of acquisition of the securities compared with the Floor Price and the Cap Price is set forth below: Past transactions Weighted average Comparison Comparison cost of acquisition with Floor with Cap per Equity Share Price (₹[●]) Price (₹[●]) (in ₹) Weighted average cost of acquisition of primary issuances as set Not Applicable Not Not out in (a) above Applicable Applicable Weighted average cost of acquisition of secondary issuances as set 225.00 [●] times [●] times out in (b) above Incase there are no such transactions to report to under (a) and (b) Not applicable above, the following are the details as per (c) above basis the last five primary or secondary transactions (secondary transactions where the Promoters, members of the Promoter Group, Promoter Selling Shareholder or Shareholder(s) having the right to nominate Director(s) on our Board, are a party to the transaction), not older than three years prior to the date of this Prospectus irrespective of the size of transactions: - Based on primary transactions - Based on secondary transactions As certified by the M/s H H Dedhia & Associates, Chartered Accountants, by way of their certificate dated August 25, 2025. Notes: 1. Details have been left intentionally blank as the Floor Price and Cap Price are not available as on date. Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (as set out above) along with our Company’s key performance indicators and financial ratios for Fiscals 2025, 2024 and 2023. [●]* *To be included on finalisation of Price Band Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (as set out above) in view of the external factors which may have influenced the pricing of the Offer. [●]* *To be included on finalisation of Price Band The Offer Price of ₹[●] has been determined by our Company, in consultation with the BRLMs, on the basis of market demand from investors for Equity Shares, as determined through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Investors should read the aforementioned information 174along with “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 47, 260, 353 and 472, respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments. 175STATEMENT OF SPECIAL TAX BENEFITS Date: August 25, 2025 To, The Board of Directors SFC Environmental Technologies Limited (formerly SFC Environmental Technologies Private Limited) The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No.2, Vashi Navi Mumbai – 400 703 Maharashtra, India Re: Proposed initial public offering of equity shares (the “Equity Shares”) of SFC Environmental Technologies Limited (formerly SFC Environmental Technologies Private Limited) (the “Company”, and such initial public offering, the “Offer”) We, G B C A & Associates LLP, Chartered Accountants, statutory auditors to the Company, Firm Registration Number 103142W/W100292, hereby report the special tax benefits available to the Company, its shareholders and to its material subsidiaries identified as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended being Chavare Engineering Private Limited and Hindustan Waste Treatment Private Limited (such entities referred to as “Material Subsidiaries”), pursuant to: (i) applicable direct taxation laws, under Income Tax Act, 1961 (read with Income Tax Rules 1962, circulars and notifications) as amended by the Finance Act, 2025 (hereinafter referred to as the “Income Tax Regulations”); and (ii) applicable indirect taxation laws, under the Central Goods and Services Tax Act, 2017 and Integrated Goods and Services Tax Act, 2017 (“GST law”), the Customs Act, 1962 and Customs Tariff Act, 1975 (“Customs law”) and the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023) read with Rules, Circulars, and Notifications (Collectively referred to as the “Indirect-tax Regulations”), are in the enclosed statement Annexure A. Several of these stated tax benefits/consequences are dependent on the Company or its shareholders or its Material Subsidiaries fulfilling the conditions prescribed under the relevant tax laws. Therefore, the ability of the Company or its shareholders or its Material Subsidiaries to derive the tax benefits is dependent on fulfilling such conditions. The benefits discussed in the enclosed annexure are not exhaustive. Annexure A is for your information and for inclusion in the draft red herring prospectus, red herring prospectus, prospectus and any other material used in connection with the Offer (together the “Offer Documents”) with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”) and subsequently the red herring prospectus and the prospectus with the Registrar of Companies, Maharashtra, at Mumbai (“RoC”), in accordance with the provisions of the Securities and Exchange Board of India (Offer of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”) may be prepared in connection with the Offer and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Offer. Neither are we suggesting nor advising the investor to invest money based on this statement. These statements do not cover any general tax benefits available to the Company and/or its shareholders and/or its Material Subsidiaries and is neither designed nor intended to be a substitute for professional tax advice. We do not express any opinion or provide any assurance as to whether: i) the Company or its shareholders or its Material Subsidiaries will continue to obtain these benefits in future; or ii) the conditions prescribed for availing the benefits have been/would be met with; or. iii) The revenue authorities/courts will concur with the views expressed herein. 176We hereby give consent to include this statement of special tax benefits in the draft red herring prospectus and in any other material used in connection with the Offer (together, the “Offer Documents”). The aforesaid information contained herein and in Annexure A may be relied upon by the Book Running Lead Managers and legal counsels appointed pursuant to the Offer and may be submitted to the stock exchanges, the Securities and Exchange Board of India, and any other regulatory or statutory authority in respect of the Offer and for the records to be maintained by the Book Running Lead Managers in connection with the Offer. We undertake to immediately inform the Book Running Lead Managers and legal counsels in case of any changes to the above until the date when the Equity Shares issued pursuant to the Offer commence trading on the stock exchanges. In the absence of any such communication, you may assume that there is no change in respect of the matters covered in this certificate. Capitalized terms used herein, unless otherwise specifically defined, shall have the same meaning as ascribed to them in the Offer Documents. Yours faithfully, For and on behalf of G B C A & Associates LLP, Chartered Accountants Firm Registration Number: 103142W/W100292 ____________________________ Yogesh Amal Partner Membership No. 111636 UDIN: 25111636BMKZES1195 Place: Mumbai cc: IIFL Capital Services Limited (“IIFL”) (formerly known as IIFL Securities Limited) 24th Floor, One Lodha Place, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013, Maharashtra, India Nuvama Wealth Management Limited 801-804, Wing A, Building No 3, Inspire BKC, G Block Bandra Kurla Complex, Bandra East, Mumbai – 400 051 Maharashtra, India JM Financial Limited 7th Floor, Cnergy Appasaheb Marathe Marg, Prabhadevi Mumbai – 400 025 177ANNEXURE A Outlined below are the Possible Special Tax Benefits available to the Company, its shareholders and its Material Subsidiaries under the Tax Laws in force in India (i.e., applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27 till the signing date of this annexure). These Possible Special Tax Benefits are dependent on the Company, its shareholders and its Material Subsidiaries fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the Company and its shareholders and its Material Subsidiaries to derive the Possible Special Tax Benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose to fulfill. UNDER THE INCOME TAX REGULATIONS A. Special tax benefits available to the Company Lower corporate tax rates on income of domestic companies - Section 115BAA of the Income-tax Act, 1961 ('the Act') A section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”) w.e.f. from FY 2019-20 relevant to AY 2020-21. Section 115BAA grants an option to a domestic company to be governed by the section from a particular assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and education cess of 4%) and the option once exercised shall apply to subsequent assessment years. In such a case, the Company shall not be allowed to claim any of the following deductions/exemptions: i. Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone) ii. Deduction under clause (iia) of sub-section (1) of section 32 (Additional depreciation) iii. Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in backward areas, Investment deposit account, site restoration fund) iv. Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section (2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research) v. Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural extension project) vi. Deduction under section 35CCD (Expenditure on skill development) vii. Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or Section 80M viii. No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation is attributable to any of the deductions referred from clause (i) to (vii) above ix. No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such loss or depreciation is attributable to any of the deductions referred from clause (i) to (vii) above Further, it was clarified by CBDT vide Circular No. 29/ 2019 dated 2 October 2019 that if the Company opts for concessional income tax rate under section 115BAA, the provisions of section 115JB regarding Minimum Alternate Tax (MAT) are not applicable. Further, such Company will not be entitled to claim tax credit relating to MAT. In this regard, the Company has opted to be covered under the provisions of Section 115BAA of the Act and would be eligible for a reduced tax rate of 22% (25.168% along with surcharge and health and education cess) from AY 2020-21. Any dividend income earned by the Company would be taxable and TDS would be deducted on the same, at applicable rates. However, deduction under Section 80M of the Act would be available to the Company on fulfilling the prescribed conditions. B. Special tax benefits available to the Material Subsidiaries As per Section 80IA of the Act, 100% of profits derived from businesses that operate in infrastructure, power, telecommunication, and other specified sectors for 10 consecutive assessment years out of 15 or 20 years (as per the nature of business) beginning from the year in which the enterprise develops or begins to operate the businesses, subject to the fulfillment of prescribed conditions under the Act. In this regard, Hindustan Waste Treatment Private Limited, a material subsidiary of the Company, has opted to be 178covered under the provisions of this section to avail deductions subject to fulfilling the prescribed conditions. Further Chavare Engineering Private Limited, a material subsidiary, has opted to be covered under section 115BAA of the Act. C. Special tax benefits available to the Shareholders of the Company • As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5% plus applicable surcharge and cess (without indexation) of such capital gains for transfer which takes place on or after 23rd July, 2024 subject to fulfillment of prescribed conditions under the Act as well as per Notification No. 60/2018/F. No.370142/9/2017- TPL dated 01 October 2018. It is worthwhile to note that tax shall be levied where such capital gains exceed Rs.1,25,000. • As per section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust on or after 23rd July, 2024 shall be taxed at 20% plus applicable surcharge and cess subject to fulfillment of prescribed conditions under the Act. • As per section 115E of the Act, long term capital gains arising to non-resident Indian from transfer of shares in an Indian company which the shareholder has acquired in convertible foreign exchange shall be taxed at the rate of 12.5% plus applicable surcharge and cess (without indexation) for transfer which takes place on or after 23rd July, 2024 subject to fulfilment of prescribed conditions under the Act. • Dividend income earned by the shareholders would be taxable in their hands and the Company would be required to deduct tax at source on the dividend paid to the shareholders, at applicable rates. However, in case of domestic corporate shareholders, deduction under Section 80M of the Act would be available on fulfilling the conditions. In case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, and every artificial juridical person, surcharge would be restricted to 15%, irrespective of the amount of dividend. • As per section 115A of the Act, dividend income earned by a non-resident (not being a company) or by a foreign company, shall be taxed at the rate of 20% plus applicable surcharge and cess subject to fulfilment of prescribed conditions under the Act. • Further, any income by way of capital gains, dividends accruing to non-residents may be subject to withholding tax per the provisions of the Act or under the relevant Double Taxation Avoidance Agreement ('DTAA'), whichever is more beneficial to such non-resident. However, where such non-resident has obtained a lower withholding tax certificate from the tax authorities, the withholding tax rate would be as per the said certificate. The non-resident shareholders can also avail credit of any taxes paid by them, subject to local laws of the country in which such shareholder is resident. • In respect of non-resident shareholders, the tax rates and the consequent taxation (in relation to capital gains, dividends etc.) shall be further subject to any benefits available under the applicable DTAA, if any, between India and the country of residence of such non-resident, as read with the Multilateral Instrument (‘MLI’) and subject to furnishing of tax residence certificate, electronic Form 10F and any other document as may be required. 179UNDER THE INDIRECT-TAX REGULATIONS A. Special tax benefits available to the Company Company is availing rebate of taxes / duties on inputs under Remission of Duties and Taxes on Exported Products (“RoDTEP”) scheme at the applicable rates. B. Special tax benefits available to the Material Subsidiaries There are no special tax benefits available to the Material Subsidiaries under the Indirect Tax Laws. C. Special tax benefits available to the Shareholders of the Company There are no special tax benefits available to the Shareholders of the Company under the Indirect Tax Laws. 180SECTION V – ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless stated otherwise, industry and market data used in this section has been derived from the report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025 (the “F&S Report”), prepared and issued by Frost & Sullivan (India) Private Limited (“Frost and Sullivan”), was exclusively commissioned and paid for by our Company for the Offer, and was prepared and released by Frost and Sullivan, who were appointed by us pursuant to engagement letter dated February 28, 2024, and as extended on May 26, 2025. This section discloses the complete F&S Report. The F&S Report forms part of the material contracts and documents for inspection and is accessible on the website of our Company at https://www.sfcenvironment.com/investors/financial- highlights/industry-reports. Frost and Sullivan is not, and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors, Key Managerial Personnel, Senior Management, Promoters and Subsidiaries, nor the BRLMs and Selling Shareholders are a related party to Frost and Sullivan as per the definition of “related party” under the Companies Act, 2013 and the SEBI Listing Regulations. For details, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. 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 F&S 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. Also see, “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by Frost & Sullivan (India) Private Limited (“F&S”), exclusively commissioned and paid for by our Company for the purpose of this Offer.” on page 78. 1. MACROECONOMIC OVERVIEW OF GLOBAL ECONOMY 1.1. Real GDP review and outlook The global economy is expected to grow by 2.8% in CY2025E and 3.0% in CY2026E (Source: IMF’s April 2025). India is projected to grow at 6.2% in calendar year CY2025E, following 6.5% growth in CY2024. Economic activity remains broad-based, with contributions from domestic consumption, services, and investment in several large emerging markets. It is noted that disinflation is progressing and that financial conditions have eased in some regions, though the pace of monetary policy adjustments remains uneven. The IMF’s forecast reflects the impact of several global risks. Renewed trade tensions between the United States and China have led to a fresh round of tariffs, including a 100% tariff by the U.S. on Chinese electric vehicles and increased duties on semiconductors, batteries, and solar products. These policies have triggered countermeasures and introduced uncertainty into global trade and investment flows. The IMF estimates these disruptions could reduce global GDP by up to 0.5% points over the medium term. Ongoing geopolitical tensions are affecting global supply chains, especially for food and energy. Disruptions along major shipping routes, including the Red Sea, have increased transport costs and delayed deliveries. These issues are adding to business costs and could affect when and how central banks adjust interest rates in different countries. 181Exhibit 1.1: Real GDP Growth – Historic and Forecast, World, CY2019 – CY2029E Exhibit 1.2: Real GDP Growth by Select Regions & Countries – Historic and Forecast, World, CY2019 – CY2029E 1.2. Inflation Global inflation averaged 5.7% in CY2024, reflecting a continued moderation from the peak levels seen in CY2022. This trend follows a decline from 6.6% in CY2023 and 8.6% in CY2022. The easing reflects the gradual resolution of earlier supply disruptions, normalisation in commodity prices, and adjustments in monetary policy across regions. Inflation is expected to continue its downward path, with projections at 4.3% in CY2025E and 3.6% in CY2026E. The inflation rate is estimated to stabilise closer to pre-pandemic levels, with projections of 3.3% in CY2027E and 3.2% in both CY2028E and CY2029E. The expected decline is based on improving supply conditions, better alignment of demand and supply, and a more stable global trade environment. These trends may influence the timing and pace of monetary policy adjustments across economies. Exhibit 1.3: Inflation Rate – Historic and Forecast, World, CY2019 – CY2029E 1821.3. Manufacturing Purchasing Managers Index (PMI) Manufacturing activity showed varied trends across major economies in May 2025. India continued to lead, with a manufacturing PMI of 58.3, supported by strong domestic demand and a steady rise in new orders. While firms reported an increase in input costs, they were able to pass these on to customers, suggesting resilience in pricing power. In the United States, the PMI rose to 52.3, indicating an expansion in activity. This was attributed to improved business sentiment and stability in global trade flows, helping ease earlier concerns related to external demand. In contrast, China’s manufacturing PMI fell to 49.0 in April, slipping back into contraction. The decline reflected weak export orders and a cautious domestic investment climate, amid ongoing trade-related uncertainties and soft consumer demand. Exhibit 1.4: Manufacturing PMI, Select Countries, May 2025 Europe continued to face pressures, with Germany (48.8) and France (49.5) both recording figures just below the neutral 50 mark, though modest improvements were visible. The gradual recovery in external orders and restocking helped support output levels, but manufacturers remained cautious due to subdued domestic consumption and elevated input costs. The UK posted a PMI of 45.1, pointing to a sharper slowdown. Manufacturers cited weak order inflows and ongoing cost concerns as reasons for the contraction. Canada’s PMI also fell to 45.3, reflecting soft demand and hesitancy among firms, linked in part to uncertainty around trade policy and broader economic conditions. Overall, global manufacturing continues to reflect a mixed picture, with some economies seeing signs of improvement while others remain under pressure from external demand challenges and cost-related headwinds. 1.4. Growth drivers impacting the growth of the global economy Consumer Spending and Labor Markets: In many regions, consumer spending remains a primary driver of growth. This is supported by ongoing employment gains and wage increases, which enhance household purchasing power. Lower interest rates and reduced savings rates further encourage consumption. Investment and Technological Advancements: Investment activity is recovering, particularly in sectors undergoing digital transformation. Advances in artificial intelligence and automation are reshaping global value chains, leading to increased efficiency and new business opportunities. Fiscal Policies and Government Spending: Governments in various countries are implementing fiscal measures to stimulate growth. Increased public spending, especially in infrastructure and social programs, is contributing to economic activity. Trade Dynamics and Emerging Markets: Emerging markets, notably India, continue to exhibit growth, driven by domestic demand and export activities. However, global trade dynamics are affected by policy uncertainties and tariff changes, influencing investment decisions and supply chains. Monetary Policy Adjustments: Central banks are adjusting monetary policies in response to inflation trends. While some regions experience easing inflation, others face persistent price pressures, leading to varied interest rate strategies that impact investment and consumption patterns. 2. MACROECONOMIC OVERVIEW OF INDIAN ECONOMY 2.1. Indian Macro-economic overview 183The Union Budget FY2026 outlines a total expenditure of INR 50.65 lakh crore with a capital outlay of INR 11.21 lakh crore (3.1% of GDP) and a fiscal deficit target of 4.4% of GDP. The Budget identifies four engines of growth: Agriculture, MSMEs, Investment, and Exports. Key announcements include the launch of agri-focused programs like the Dhan-Dhaanya Krishi Yojana, missions for pulses and cotton self-reliance, and MSME support through revised classifications, credit cards for micro units, and an INR 10,000 crore startup fund. A National Manufacturing Mission and measures for the toy, leather, and food processing sectors aim to boost “Make in India.” On the investment front, focus areas include education, skilling, healthcare, and infrastructure, with INR 1.5 lakh crore set aside for 50-year interest-free loans to states. Key initiatives include an INR 20,000 crore Nuclear Energy Mission, an INR 25,000 crore Maritime Development Fund, and an Urban Challenge Fund. Innovation receives a boost with an investment of INR 20,000 crore for R&D and the launch of Deep Tech and Geospatial missions. Export promotion and regulatory reforms, such as 100% FDI in insurance, a Grameen Credit Score, and the Jan Vishwas Bill 2.0, round out the government’s roadmap for inclusive, innovation-led, and employment-intensive growth. 2.2. Review and outlook of Real GDP growth in India The Reserve Bank of India (RBI) has projected India’s real GDP growth at 6.5% for both FY2025 and FY2026, indicating sustained economic momentum despite global uncertainties. For FY2025, the RBI slightly revised its earlier forecast downward by 20 basis points, citing increased global volatility. However, domestic factors remain supportive. Growth is expected to be driven by favourable monsoon conditions boosting agricultural output, early signs of revival in the manufacturing sector, strong resilience in services, and an uptick in investment activity supported by robust government infrastructure spending and healthy balance sheets in banks and corporates. External risks such as global trade disruptions and geopolitical tensions continue to pose a challenge, especially for merchandise exports. For FY2026, the RBI maintains its 6.5% growth forecast, calling the outlook “evenly balanced.” The economy is expected to benefit from improved consumption demand, sustained public capital expenditure, and government initiatives like the Production-Linked Incentive (PLI) scheme and the National Manufacturing Mission. Exhibit 2.1: Annual Real GDP and growth, value in INR trillion, India, FY2020 - FY2030E 2.3. Index of Industrial Production (IIP) India’s Index of Industrial Production (IIP) witnessed healthy growth across all major sectors in FY2025. The manufacturing sector, which contributes ~77% to the IIP index, rose from 137.1 in FY2023 to 150.6 in FY2025, showing consistent recovery and resilience. This was supported by broad-based expansion in industries like motor vehicles, electrical equipment, pharmaceuticals, and food processing. The electricity index in the same period grew robustly from 185.2 to 208.6, indicating higher power demand from industrial and residential users. The mining index also improved from 119.9 to 132.8, reflecting strong mineral production, especially coal and lignite. The overall growth in FY2025 was supported by the government’s strong push to boost manufacturing through PLI schemes, increased spending on infrastructure, and a steady rise in demand within the country. Although there were some ups and downs during the year due to changes in the previous year’s base and global events, industrial activity 184remained strong throughout FY2025. This shows that India’s industry is continuing to grow steadily, especially compared to the slowdown seen during the pandemic years. Exhibit 2.3: India - Index of Industrial Production (IIP) by sectors, FY2018 - FY2025 2.4. India manufacturing PMI (Purchasing Managers Index) India's manufacturing sector demonstrated consistent growth from April 2022 through May 2025, as reflected in the HSBC India Manufacturing Purchasing Managers' Index (PMI). The PMI remained above the 50-point threshold, indicating sustained expansion. In May 2025, the PMI edged up to 58.3 from 58.2 in April. This growth was supported by robust demand, increased hiring, and inventory accumulation, despite a slight moderation in output growth. Exhibit 2.4: Indian manufacturing PMI, April 2022 – May 2025 The sector's resilience was bolstered by government initiatives like the Production Linked Incentive (PLI) schemes, which enhanced domestic manufacturing capacity. Additionally, India's strategic position in global supply chains, amidst shifting trade dynamics, attracted foreign investment. However, manufacturers faced challenges such as rising input costs, leading to the sharpest increase in output prices in over 11 years. Despite these pressures, business confidence improved in May, with firms expressing optimism about future sales and activity. 2.5. Sectoral share of Gross Value Added (GVA) India's Gross Value Added (GVA) data for FY2025 indicates a diverse economic performance across sectors. The manufacturing sector experienced moderate growth, reflecting ongoing challenges in global demand and domestic 185production costs. The agriculture sector showed resilience, supported by favorable monsoon conditions and increased food grain production. Services, particularly financial, real estate, and professional services, continued their robust expansion, driven by strong domestic demand and digital transformation. Construction and public administration sectors also contributed positively, benefiting from increased government spending and infrastructure development initiatives. Despite these sectoral strengths, the overall GVA growth of 5.0% in FY2025 represents a slowdown from the previous year's 8.5%, reflecting global economic uncertainties and domestic challenges. Private consumption remained a key growth driver, bolstered by rural demand and easing inflation. However, concerns persist regarding the sustainability of investment-led growth, with limited private sector participation and global trade uncertainties posing risks. Exhibit 2.5: India - Gross value added (GVA) at basic price by economic activity, INR trillion, FY2018 - FY2025* India’s manufacturing sector has steadily expanded its economic contribution over the last several years, and the data reflects a clear shift towards higher value-added, capital-intensive industries. For example, machinery and equipment showed a robust rise from INR 5.3 trillion in FY2018 to INR 7.5 trillion in FY2024, reflecting growing investments in automation, industrial modernization, and infrastructure development. This growth signals that Indian manufacturers are increasingly focusing on improving productivity and technology adoption rather than just volume growth. Similarly, metal products and other manufacturing goods have seen strong gains, driven by both domestic infrastructure demand and export opportunities. The surge in metal products from INR 3.2 trillion in FY2018 to INR 4.2 trillion in FY2024 can be linked to the government’s push on construction, automobile, and defense sectors, which rely heavily on metal inputs. Meanwhile, the relatively modest growth in food products and textiles—traditional labour-intensive sectors—indicates a gradual transition of the economy from lower-value manufacturing towards more sophisticated industries. 186Exhibit 2.6: India - Sector wise split of GVA for manufacturing, value in INR trillion, FY2018 - FY2024 Underlying these sector trends are policy measures like the Production Linked Incentive (PLI) schemes, which are specifically designed to boost competitive, export-oriented manufacturing and attract global supply chains. Along with increased capital expenditure and infrastructure upgrades, these initiatives have encouraged businesses to invest in higher technology and scale up operations. This shift not only enhances India’s global manufacturing competitiveness but also supports more sustainable, higher-quality job creation. 2.6. Foreign Direct Investment (FDI) Foreign Direct Investment (FDI) in India has witnessed robust growth over the last several years, supported by structural reforms, proactive government policies such as Make in India, and consistent improvements in India’s Ease of Doing Business rankings. Between FY2019 and FY2025, the country attracted a cumulative USD 526.8 billion in total FDI inflows, underscoring its position as a key investment destination among emerging economies. Exhibit 2.7: FDI inflow in India, in USD billion, FY2019 – FY2025 India recorded its highest-ever FDI inflow of USD 84.8 billion in FY2022, driven by strong investor confidence in sectors like digital infrastructure, renewable energy, and advanced manufacturing. While FDI moderated slightly to USD 71.4 billion in FY2023 and remained nearly flat at USD 71.3 billion in FY2024, these levels were still broadly in line with the six-year average of ~USD 75 billion per annum. Notably, India has managed to sustain this momentum despite regulatory tightening around FDI from certain geographies, including China. 187In FY2025, total FDI inflows rebounded to USD 81.0 billion, reflecting renewed investor interest amid improving macroeconomic stability and strong domestic consumption trends. The rebound was led by a pickup in equity inflows (USD 50.0 billion) and a significant increase in reinvested earnings (USD 23.5 billion) — a sign of long-term investor commitment to the Indian market. Even in a globally high-interest-rate environment, India's FDI performance has outpaced that of many of its peer developing economies. This resilience is largely attributed to the structural demand strength of the Indian economy, ongoing government initiatives to reduce compliance burden, and strategic focus on high-growth sectors such as semiconductors, electric vehicles, green hydrogen, and electronics manufacturing. 2.7. Per capita income – India vs. leading global economies India’s per capita income is estimated to reach USD 2,878.5 in CY2025, up from USD 2,546.8 in CY2023, reflecting a steady upward trajectory as the economy continues to expand and formalise. While this growth is encouraging, India remains a lower-middle-income country, with its income level still expected to be over five times lower than the global average of USD 14,741.6 in CY2025. To transition into a true middle-income economy, India must grow its per capita income by over 2.1x. Much of this future growth will depend on expanding formal employment, ensuring wider access to quality education and healthcare, and driving industrial productivity. Importantly, India’s demographic advantage— along with ongoing digital and infrastructure reforms—is expected to add nearly 400 million middle- and high-income earners by FY2031, fueling consumption and economic diversification. Exhibit 2.8: India vs. Global – Per capita income of India vs leading economies (USA, China, Europe and Southeast Asia), value in USD, CY2019 - CY2029E Globally, high-income economies like the United States (USD 89,105.2) and Europe (USD 37,557.9) continue to maintain strong per capita incomes in CY2025, while China’s per capita income is projected at USD 13,687.3, narrowing the gap with developed nations. Southeast Asia, with an average income of USD 5,946.3, is also witnessing robust catch-up growth, particularly in countries like Vietnam, Indonesia, and the Philippines. India's relative performance places it in the early stages of this transition—its CY2024–29 CAGR of 8.6% in per capita income is among the fastest globally, signaling strong upside potential. However, this also highlights the urgency to address disparities in income distribution, skills, and urban–rural infrastructure to ensure that India’s growth story is both inclusive and sustainable. 2.8. Per capita electricity consumption Per capita electricity consumption is a key indicator of a country’s development and industrial maturity. While many factors, such as household income, industrial activity, electrification levels, and appliance penetration, influence consumption, population size also plays a moderating role. Among the world’s top 10 economies, India continues to 188have the lowest per capita electricity consumption at 1,431 kWh in 2024, well below the global average of 3,780 kWh. In contrast, mature economies such as the United States (12,701 kWh) and South Korea (12,027 kWh) consume nearly 9–10 times more power per person. India’s relatively low figure reflects both its large population and the ongoing journey toward wider electrification and energy access. Exhibit 2.9: Per capita electricity consumption of global leading economies vs India, in kWh, CY2024 That said, the progress has been steady and encouraging. India’s per capita electricity consumption has grown from 1,181 kWh in FY2019 to 1,431 kWh in FY2024, supported by increasing rural electrification, higher economic activity, and growing adoption of electrical and digital appliances. The growth momentum has remained healthy at over 6–8% annually in recent years. Looking ahead, with continued investments in infrastructure, digitalisation, and manufacturing, and assuming the long-term elasticity of electricity consumption to GDP growth remains around 0.8, India’s per capita electricity usage is expected to cross 1,700 kWh by FY2028 and may approach 2,000 kWh by FY2031. This rising trajectory is a positive signal for sectors dependent on energy demand and is reflective of India's broader economic transformation. Exhibit 2.10: Per capita electricity consumption of India and growth, in kWh and %, FY2019 – FY2031E The government of India launched Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) in December 2014 for the rural areas with the objective of electrification of all un-electrified villages as per Census 2011. Similarly, Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA) was launched in October 2017 to achieve universal household electrification by providing electricity connections to all un-electrified households in rural areas and all poor households in urban areas of the country. For DDUGJY, the total allocation was INR 44,033 crore, with significant progress made in the electrification of villages and households. These programs have successfully electrified nearly all households across the length and breadth of the country. In FY2025, India has achieved universal electrification as 189villages and households across the country have been electrified, marking a significant milestone in India’s power sector (Source: PIB). 3. INDIA EMERGING AS A GLOBAL MANUFACTURING HUB 3.1. India emerging as a global manufacturing hub In FY2025, India’s merchandise exports reached USD 437.4 billion, maintaining momentum despite global headwinds. With a target of USD 1 trillion by FY2030, the government continues to strengthen the manufacturing sector, which currently contributes about 17% to GDP and employs over 62 million people. Efforts are underway to increase this share to 25%, supported by robust Production-Linked Incentive (PLI) schemes. Key reforms—such as the Goods and Services Tax (GST), reduction in corporate tax rates, and the establishment of Project Development Cells (PDCs)—have boosted investor confidence, with FDI inflows rising to USD 81.0 billion in FY2025, up from USD 45.2 billion in FY2015. Programs like the Phased Manufacturing Programme (PMP) are further anchoring India’s position as a global manufacturing and export hub. 3.2. India's competitiveness among the leading manufacturing economies India's economic growth is driven by strong domestic consumption and private investment, supported by initiatives like “Make in India” and “Atmanirbhar Bharat”. These programmes aim to boost manufacturing in key sectors, reduce import dependence, and drive innovation. With a young, cost-effective workforce and the "Skill India" programme focusing on modern skills, India remains competitive despite rising wages. As global manufacturing shifts, India is poised to capture a larger market share due to its favourable demographics and policies. Southeast and South Asia are emerging as key manufacturing hubs, with India being a strong contender. A. Comparison on key economic parameters India continues to stand out as a high-potential economy among its global manufacturing peers. With a population of ~ 1.44 billion and a large working-age demographic (nearly 977.8 million), India enjoys a demographic dividend that many economies, such as China and Thailand, are beginning to lose due to aging populations. India’s median age of 28.4 years is notably lower than China (39.2 years) and Thailand (40.1 years), signaling a sustained supply of labor in the coming decades. In contrast, countries like Mexico and Vietnam also have relatively young populations (median ages of 32.6 and 33.0 years respectively), but their total working-age populations are significantly smaller than India's. From a macroeconomic standpoint, India reported the highest GDP growth among the peer group at 6.2%, indicating strong economic momentum. While China remains the second-largest economy globally with a GDP of USD 18.7 trillion, its growth rate has moderated to 5.0%, partly due to demographic and structural challenges. Vietnam’s growth of 7.1% and Mexico’s growth of 1.5% further underscore India’s relative resilience. Overall, India’s combination of youthful population, strong economic growth, and stable inflation positions it favorably as a future manufacturing and investment hub among global emerging economies. Exhibit 3.1: Comparison on key economic parameters – India vs. China, Thailand, Vietnam, and Mexico, CY2024 B. Labour market comparison 190India, with a labor force of over 607.7 million, is among the largest globally, but its workforce structure highlights several contrasts compared to key manufacturing peers. Female participation in the labor force remains notably low at 28.7%, reflecting deep-rooted social and structural barriers, whereas countries like Vietnam (48.6%) and China (45.1%) have managed to integrate a higher share of women into their economies. Labor force participation overall is also relatively subdued in India at 50.4%, compared to over 65.0% in most peers, which limits the country’s full productive potential. A closer look at employment quality reveals that only 20.9% of India's employed population are in formal wage or salaried roles, significantly lower than China (54.7%) and Mexico (68.6%). This indicates a largely informal economy, with limited social security and productivity-linked benefits. The share of employment in industry stands at 25.0%, which is broadly comparable with Mexico and Thailand but still below Vietnam’s 33.4%—reflecting scope for further industrialization and job creation in manufacturing. Despite these challenges, India's key competitive edge lies in its labor cost advantage. The real average daily wage in India is USD 6.5—far lower than peers such as China (USD 35.0), Mexico (USD 14.5), and Vietnam (USD 12.0). This cost efficiency positions India as an attractive destination for labor-intensive manufacturing, especially in light of global efforts to diversify supply chains away from China. However, to fully capitalize on this advantage, India must focus on increasing formal employment, enhancing female participation, and improving productivity through skill development and industrial policy support. Exhibit 3.2: Labour market comparison - India vs. China, Thailand, Vietnam, and Mexico, CY2024 C. Comparison of manufacturing ecosystem India is rapidly positioning itself as a key global manufacturing destination, backed by a strong policy framework, growing industrial base, and rising investor confidence. While its manufacturing value added currently stands at 14.8% of GDP, India is steadily climbing the ladder through targeted reforms and incentive-driven initiatives like Make in India and the PLI schemes. Despite a lower export base (USD 0.47 trillion), India already contributes 3.3% of global manufacturing output, surpassing regional peers like Vietnam, Thailand, and Mexico. 191Exhibit 3.3: Comparison of manufacturing ecosystem - India vs. China, Thailand, Vietnam, and Mexico, CY2024 With FDI inflows touching USD 81 billion, India stands as one of the most attractive investment destinations globally — second only to China. Government policies are rated highly favorable, and while the component ecosystem is currently rated medium, rapid progress is underway through localization mandates and ecosystem-building efforts. 3.3. Government policies and schemes driving manufacturing in India India’s manufacturing sector is undergoing a paradigm shift, driven by large-scale policy reforms and focused industrial support from the Government. At the center of this transformation is the Production Linked Incentive (PLI) Scheme, launched in 2020, which aims to improve domestic value addition, attract global and domestic investment, foster innovation, and boost export competitiveness across priority manufacturing sectors. As of Budget 2025–26, the Government has scaled up PLI allocations across multiple sectors, signalling an aggressive push to accelerate India’s industrial expansion. Key sectors such as Electronics and IT Hardware saw allocations jump from INR 5,777 crore in FY2024-25 (RE) to INR 9,000 crore, while Automobiles and Auto Components grew over 8x to ₹2,818.85 crore. Similarly, Textiles, Specialty Steel, and White Goods —witnessed significant increases in allocations for FY2025-26. Cumulatively, the PLI scheme now covers 14 critical sectors with a total approved outlay of INR 1.97 lakh crore (USD 26+ billion). By FY2024, actual investments stood at INR 1.46 lakh crore, expected to surpass INR 2 lakh crore within FY2025. These investments have already resulted in production and sales worth INR 12.5 lakh crore, export generation exceeding ₹4 lakh crore, and the creation of 9.5 lakh jobs, projected to touch 12 lakh by next year. The PLI scheme operates on a performance-linked disbursement model, offering financial incentives based on incremental output, thereby promoting technological depth and economies of scale. Sectors such as electronics, pharmaceuticals, automotive, telecom, and solar PV have emerged as the biggest beneficiaries, with India becoming a net exporter of mobile phones, producing 33 crore units in FY2023-24, and reducing reliance on critical imports in pharma and renewable energy segments. 192Exhibit 3.4: Approved financial outlay under Production Linked Incentive (PLI) scheme 3.4. India emerging as the world’s technology hub As of 2024, the National Industrial Corridor Development Corporation (NICDC) oversees 11 industrial corridors under the National Industrial Corridor Development Programme (NICDP). These corridors are designed to enhance infrastructure, boost manufacturing capabilities, and promote economic growth across various regions of the country. In addition to these, the Bharatmala Pariyojana, a significant highway development initiative, has identified 44 economic corridors in its first phase. These corridors aim to improve road connectivity, reduce logistics costs, and facilitate the movement of goods and people across the nation. Furthermore, in the 2024 Union Budget, the Indian government announced the development of three new railway economic corridors under the PM Gati Shakti plan. These include: • Energy, Mineral, and Cement Corridors • Port Connectivity Corridors • High Traffic Density Corridors These initiatives aim to bolster multi-modal connectivity and reduce logistics costs across the nation. Collectively, these developments reflect India's commitment to enhancing its infrastructure and fostering economic growth through the strategic development of multiple economic corridors. 193Exhibit 3.5: Development of 11 industrial corridors 4. OVERVIEW OF GLOBAL WASTEWATER TREATMENT MARKET 4.1. Overview of the Global Wastewater Treatment Market As of 2025, the global wastewater treatment market remains stable in its strategic importance, driven by urban growth, industrialisation, and tightening environmental regulations. Governments and industries continue to invest in wastewater systems that support long-term sustainability goals, with a focus on circular water use, energy recovery, and compliance. In Southeast Asia, circularity initiatives — particularly nutrient and energy recovery from sludge — are gaining traction. Europe and North America remain focused on addressing emerging contaminants through advanced treatment technologies. Reuse of treated wastewater continues to expand across water-scarce regions, including the Middle East, Latin America, and parts of Asia and North America. Digital tools and energy-efficient systems are increasingly being adopted to improve operational performance. Overall, wastewater treatment is evolving from a purely regulatory function to a key element in broader environmental and resource management strategies. 4.2. Size of the global wastewater treatment market The global water and wastewater treatment market stood at USD 880 billion in CY2024 and is projected to grow to USD 1,172 billion by CY2029E, reflecting a CAGR of approximately 5.9%. 194Exhibit 4.1: Global water and wastewater treatment market size, Global, in USD billion, CY2019 – CY2029E Exhibit 4.2: Global water and wastewater treatment market, Global, in USD billion, CY2019–CY2029E 4.3. Global Wastewater treatment market split by region The global wastewater treatment solutions market is projected to grow from USD 510 billion in CY2024 to USD 692 billion by CY2029E, registering a CAGR of 6.3%. The market is driven by stricter compliance mandates, rising demand for water reuse, and growing investments in municipal and industrial wastewater infrastructure. Exhibit 4.3: Wastewater treatment market size by region, split by percentage, value in USD Bn, CY2024 195Exhibit 4.4: Wastewater treatment market forecast, by region, in USD billion, CY2024 – CY2029E This growth is driven by rapid urbanization, increased water quality awareness, water scarcity, and stringent regulations, with key investments in recycling and reuse systems across developing economies like China, India, Vietnam, and Indonesia. 4.4. Factors driving the growth of the wastewater treatment market by different regions Middle East: Growth in the MEA wastewater treatment market is driven by rapid population growth, economic diversification, and a strategic shift away from oil dependency. GCC nations are prioritising sustainability and water reuse, with Saudi Arabia’s Vision 2030 setting aggressive targets for treated wastewater recycling. Israel remains a global leader in reuse technologies, while countries like Jordan increasingly rely on treated wastewater for agricultural irrigation. In Sub-Saharan Africa, donor-led initiatives are supporting the expansion of basic sanitation and decentralised treatment systems. Southeast Asia: The SEA region is witnessing robust demand due to rapid urbanisation, industrial growth, and the adoption of circular economy principles. Governments are investing in infrastructure with a focus on resource recovery and smart technology integration. Singapore’s Tuas South Water Reclamation Plant, with its use of sensors and automation, sets a regional benchmark. Projects like Vietnam’s Da Nang Green City reflect growing commitments to energy efficiency, nutrient recovery, and sustainability in wastewater management. Europe: Europe's wastewater market is largely shaped by stringent regulations and the need to modernise ageing infrastructure. The updated EU Urban Wastewater Treatment Directive (UWWTD) mandates stricter discharge norms, promoting upgrades to tertiary treatment and micropollutant removal. Countries like the Netherlands are at the forefront of water reuse and nutrient recovery, while the UK faces growing scrutiny over underinvestment and is under pressure to close infrastructure gaps. 4.5. Overview of the global Sewage treatment market Sewage treatment remains a critical subset of the broader wastewater treatment sector, focused on the processing and management of wastewater originating from residential, commercial, and industrial sources. Over the past five years, the sector has seen steady expansion, rising from USD 274 billion in CY2019 to USD 336 billion in CY2024, with projections estimating the market to reach USD 472 billion by CY2029E. This growth is underpinned by a shift in perception: sewage water is no longer viewed merely as waste, but increasingly as a recoverable resource. Governments, utilities, and industries alike are investing in advanced treatment technologies that enable the conversion of biosolids into energy, nutrient recovery, and water reuse — helping to close the loop and align with circular economy goals. 196Exhibit 4.5: Sewage water treatment market, Global, in USD billion, CY2019 – CY2029E Municipal Segment: Sewage treatment is crucial for municipal systems, managing over 76% of municipal wastewater from households, businesses, and institutions. This segment uses comprehensive treatment stages to ensure public health and hygiene. Industrial Segment: Industrial sewage treatment accounts for about 24% of the total Industrial wastewater, with high contaminants, often requires extensive pre-treatment before discharge. Many industries use on-site treatment solutions to manage specific wastewater characteristics and reduce environmental impact Exhibit 4.6: Wastewater treatment market split by end-user segment, Global, CY2024 Exhibit 4.7: Primary, secondary, and tertiary sewage treatment 4.6. Global Sewage water treatment market split by regions 197Southeast Asia continues to dominate the global sewage treatment market, driven by rapid urbanisation, growing population density, and sustained economic expansion. Countries like Indonesia, Vietnam, and the Philippines are making significant investments in wastewater infrastructure to address both sanitation challenges and flood risks. In CY2024, the region (excluding India) generated an estimated ~82,000 Million Litres per Day (MLD) of sewage, up from ~79,000 MLD in CY2023. Europe generated approximately ~113,500 MLD of sewage in CY2024, maintaining its position as a mature but heavily regulated market. The region continues to push towards advanced tertiary treatment systems, driven by stricter compliance with EU directives and sustainability targets. The Americas produced an estimated ~133,900 MLD of sewage in 2024. In the U.S. and Canada, tightening environmental regulations under frameworks like the Clean Water Act continue to encourage the adoption of advanced wastewater treatment technologies, including nutrient removal and energy recovery systems. In the Middle East and Africa, sewage generation reached approximately ~61,300 MLD in CY2024. Water scarcity remains a critical challenge, prompting countries like Saudi Arabia and UAE to invest aggressively in sewage reuse and zero-liquid-discharge (ZLD) systems. Saudi Arabia’s National Program for Wastewater Treatment is progressing toward its target of treating and reusing 70% of wastewater by 2030. Exhibit 4.8: Sewage generation, in MLD, in countries of interest, CY2024 Exhibit 4.9: Sewage water treatment market size by region, split by percentage, CY2024 4.7. Factors driving the growth of the sewage water treatment market in the region The global sewage water treatment market is experiencing notable growth driven by regional factors: Middle East: Chronic water scarcity continues to be a major driver, with treated sewage water increasingly used for non-potable applications such as irrigation and landscaping. Gulf countries are expanding tertiary treatment capacity to support urban greening and sustainable tourism. For instance, Doha and Abu Dhabi continue to expand reuse 198networks, while plants in Sharm El Sheikh and NEOM (Saudi Arabia) are being upgraded with energy-efficient technologies to align with climate goals. Southeast Asia: Urbanisation and industrial growth are putting pressure on aging sewage systems, accelerating demand for modern infrastructure. Vietnam, Indonesia, and the Philippines are investing in decentralised and modular treatment systems to quickly expand access in underserved areas. Singapore is piloting advanced bio-oxidation and membrane technologies as part of its NEWater roadmap, and regional governments are aligning more closely with ASEAN environmental targets. Africa: Inadequate sanitation coverage continues to drive donor-led investment in sewage treatment, especially in peri-urban and rural areas. Countries like Kenya, Ghana, and Rwanda are receiving multilateral support (e.g., AfDB, World Bank) to build decentralised treatment plants. There is a growing focus on capacity-building, workforce training, and alignment with WHO wastewater safety planning to ensure long-term system sustainability. 4.8. Prominent technologies deployed for sewage treatment in these regions Exhibit 4.9: Comparison of sewage water treatment technologies, Southeast Asia (SEA) vs Middle East & Africa (MEA) Technology Advantages Disadvantages SEA (Potential MEA Preference) (Potential Preference) Membrane High-quality water; High investment and Moderate Low (due to cost) Bioreactors (MBR) suitable for reuse and operational cost irrigation Advanced Oxidation Removes emerging High energy Low Moderate (for specific Process (AOP) contaminants consumption applications) Activated Sludge Widely used, established Requires significant High Moderate (due to Process technology space and energy established infrastructure) Constructed Low energy consumption, Requires large land High Moderate (limited land Wetlands natural treatment process area availability in some areas) Sequencing Batch Operational flexibility, Requires longer Moderate Low (may not be as cost- Reactors (SBR) highly efficient treatment time effective in all areas) Upflow Anaerobic High efficiency, compact - Moderate High (suitable for areas Sludge Blanket design with space limitations) Reactors (UASB) 4.9. Growth forecast for the sewage treatment market: Middle East, Southeast Asia, and Africa The global sewage water treatment market is projected to grow from USD 336 billion in CY2024 to USD 472 billion by CY2029E, registering a CAGR of ~7.0%. This growth is driven by rising urban populations, increasing awareness of water reuse, and tightening environmental regulations across both developed and developing economies. Exhibit 4.10: Sewage water treatment market forecast by region, in USD billion, CY2024 –2029E 199Southeast Asia remains the largest regional market, driven by rapid urbanization and infrastructure upgrades, contributing ~31% of the global market in CY2024. MEA is the fastest-growing region (8.2% CAGR), propelled by water reuse mandates and PPP-led investments. Europe and the Americas are experiencing steady growth due to regulatory upgrades and a shift toward advanced, energy-efficient wastewater treatment systems. Globally, the focus is shifting toward decentralized solutions, digital monitoring, and resource recovery. 4.10. Notable list of upcoming sewage treatment projects Exhibit 4.11 provides a snapshot of various water infrastructure projects currently underway around the world. It encompasses a range of facilities, including sewage treatment plants that are geographically spread across the Middle East, Southeast Asia, Africa, and Europe. Exhibit 4.11: List of upcoming sewage water treatment projects Region Project name Location Invest- Capacity Technology Status Tentative ment (MLD) timeline Middle Jebel Ali STP Dubai, UAE N/A 1,050 Activated Sludge In Progress Completion East Phase 2 Reactors by 2026–27 Middle SWPC – Tabuk Tabuk, USD 90 SBR In Progress Completion East ISTP Phase II Saudi 145.8 (Sequencing by 2026 Arabia million Batch Reactor) Middle Rakwa Ras Al N/A 60–150 New STP + Not Yet Start by late East Wastewater Khaimah, (expansion) Sewerage Started 2025 Infrastructure UAE Network (Bidding) (PPP) Middle Al Haer ISTP Riyadh, USD 200 Likely Awarded, Construction East Saudi 371 MBR/SBR Not Yet from late 2025 Arabia million Started Africa MHHUD Maghagha, USD 30–60 Sedimentation, In Progress Completion WWTP Egypt 19.4 Biological, by 2026 million Filtration Southeast Nhieu Loc–Thi HCMC, USD 816 MBBR (Moving In Progress Completion Asia Nghe WWTP Vietnam ~500 Bed Biofilm by June 2025 million Reactor) Americas North End STP Winnipeg, N/A Upgrade Biosolids Planned Start in 2025, – Biosolids Canada only Treatment finish by 2028 Upgrade Infrastructure 5. OPPORTUNITY LANDSCAPE OF INDIA’S SEWAGE TREATMENT MARKET 5.1. Overview of Indian Wastewater Treatment Market India's wastewater treatment market is growing steadily, driven by opportunities in both the industrial and municipal sectors. The expansion is supported by high industrial activity, ongoing urbanization, economic growth, and increasing groundwater stress — all of which necessitate more effective wastewater management. The government's commitment to sustainability, coupled with financial incentives, continues to foster a favorable environment for adopting innovative treatment technologies. Notably, the market is witnessing a gradual shift from price-sensitive procurement to value- based approaches, with a growing number of Build, Own, Operate, and Transfer (BOOT) projects, typically spanning 15 to 30 years, that emphasize long-term performance and reliability. Private sector participation is rising, particularly in the municipal segment through public-private partnerships (PPPs), which offer municipalities access to technical expertise and operational efficiencies while enabling private players to tap into long-term business opportunities. With many Indian cities still reliant on legacy systems, there is a strong push to modernize infrastructure to meet updated environmental and performance standards. 200Exhibit 5.1(a): Water and wastewater treatment market size, in INR billion, India, FY2020 – FY2030E Exhibit 5.1(b): Water and wastewater treatment market size and segmentation, India, FY2025 The industry recorded a revenue of INR 268 billion in FY2025, reflecting a 7.2% year-on-year growth, and is expected to accelerate to 9.2% CAGR through FY2030E, supported by renewed project allocations and Exhibit 5.1(c): Wastewater treatment market size, India, FY2020 – FY2030E increasing adoption of digital monitoring. In terms of capital investment, for an STP sized between 20 MLD and 100 MLD, total costs typically range from INR 300 million to INR 1,000 million, depending on factors like land, technology, and site conditions. The C-Tech package accounts for about 10–15% of the total cost, while disc filters 201and blowers contribute 5–8% each. The remaining budget typically covers civil works, electro-mechanical systems, instrumentation, and piping. 5.2. Factors and rules driving the Indian wastewater treatment market A. Rising population and per capita consumption Urban India faces challenges in providing water and sanitation due to population growth and changing consumption patterns. Rising disposable incomes and urbanisation lead to more water-intensive lifestyles, increasing water use for activities like gardening and using appliances. Exhibit 5.2: GDP contributions of urban areas, India, FY2011 and FY2030E Groundwater levels have declined in many urban areas due to uneven rainfall and overexploitation. The Central Groundwater Board (CGWB) reports a 0 to 2-metre decline in 33% of groundwater tables since 2010, with cities such as Delhi and Chennai experiencing declines exceeding 4 metres. Coastal cities like Chennai have adopted seawater RO desalination to address shortages. These factors result in increased wastewater volumes needing treatment. B. Leachate Treatment for Municipal Solid Waste Landfill Management India’s reliance on overflowing landfills and inadequate leachate management highlights a significant opportunity for advancements in wastewater treatment. Over 3,000 landfills lack proper leachate management systems, causing environmental damage. Although stringent regulations are in place, lax enforcement results in minimal compliance. However, anticipated stricter regulation enforcement, driven by a focus on sustainability and UN SDGs, is expected to boost the demand for effective leachate treatment technologies. Major urban centres in India will see increased demand for such solutions, presenting opportunities for companies with innovative leachate treatment technologies. C. Decentralized solutions India faces a hidden water crisis due to ageing or inadequate sewage systems in many urban areas, particularly smaller towns and peri-urban fringes. This leads to untreated wastewater contaminating groundwater and posing health risks. The demand for decentralised wastewater treatment solutions is rising as these compact, on-site systems can treat wastewater at the source, easing the burden on centralised infrastructure and enabling local reuse for irrigation or sanitation. D. Growing water scarcity and need for reuse The pressing issue of water scarcity amplifies the urgency for effective water management practices, driving investment in innovative treatment technologies. Water scarcity is a growing threat across the globe, with burgeoning populations and climate change putting immense strain on freshwater resources. India’s water future is poised for positive change, driven by a growing emphasis on wastewater treatment and reuse. By treating wastewater to appropriate standards, it can be used for non-potable purposes like irrigation or industrial processes, essentially creating new and reliable water source. The National Water Policy (2012) reinforces this approach by mandating effective wastewater treatment and promoting its reuse. Policy support, financial incentives, and a commitment to sustainability are advancing the role of treated wastewater in addressing India's water needs. E. Urbanization and Industrial growth 202Rapid urbanisation leads to increased wastewater generation due to denser populations and greater infrastructure development. Industries are another major source of wastewater, particularly water-intensive sectors like textiles and pharmaceuticals. The Regulatory Framework is as follows: • Town and Country Planning Acts of various states: Often mandate provisions for wastewater treatment infrastructure in urban development plans. • Industry-specific regulations: Certain industries, like textiles and pharmaceuticals, have specific regulations governing wastewater treatment and disposal within their respective environmental acts. Exhibit 5.4: Urbanisation rate in India, in percentage, FY2018 – FY2031E F. Government initiatives and funding The Indian government recognizes the importance of wastewater treatment and has launched several initiatives to accelerate infrastructure development. Key Programs are: • Atal Mission for Rejuvenation and Urban Transformation (AMRUT): The AMRUT programme has significantly improved urban wastewater infrastructure, adding over 4,400 MLD of STP capacity under AMRUT 1.0. AMRUT 2.0 now targets 6,700 MLD, with a strong push toward water reuse. The Jal Hi Amrit (JHA) initiative, launched in late 2024, incentivises better STP performance—already 880 plants have enrolled. • National Mission for Clean Ganga (NMCG): Invests in wastewater treatment projects along the Ganges River to clean the river. NMCG has constructed numerous sewage treatment plants (STPs) and improved sanitation infrastructure, leading to improved water quality in the Ganges. • Jal Jeevan Mission (JJM): Aims to provide piped drinking water to rural households and requires investments in wastewater treatment to prevent contamination. JJM's focus on piped water reduces open defecation, decreasing raw sewage contamination. It also promotes decentralized wastewater treatment through greywater management plans in villages with piped water. The growing emphasis on wastewater treatment and reuse could also create opportunities for vertically integrated players like SFC Environmental Technologies, which can provide a comprehensive range of services from treatment to reuse management. G. Technological advancements and efficiency The Indian wastewater treatment market is witnessing a wave of tech-driven innovation. Start-ups and established companies are developing cost-effective and efficient treatment solutions tailored to India's specific needs. These innovations include: • Modular Treatment Plants: These prefabricated units offer a faster and more cost-effective solution for setting up wastewater treatment facilities, particularly in smaller communities. 203• Internet of Things (IoT) Integration: Integrating sensors and real-time monitoring systems allows for remote monitoring and optimization of wastewater treatment processes, leading to improved efficiency and reduced operational costs. • Low-Energy Treatment Technologies: With rising energy costs, developing treatment technologies that require less energy consumption is crucial for the long-term sustainability of wastewater treatment solutions in India. H. A shift of mindset Traditionally, wastewater in India has been seen as a waste product. However, there is a growing shift in perspective, with government initiatives and public awareness campaigns promoting wastewater as a resource. Treated wastewater can provide an alternative source for irrigation, addressing agricultural water scarcity and reducing reliance on freshwater. Advances in treatment technologies also enable the reuse of treated wastewater for non-potable urban applications, such as toilet flushing and park irrigation. This approach decreases freshwater demand and supports a more circular water economy in cities. 5.3. Market restraints for the Indian wastewater treatment market With rapid urbanization, many Indian cities are facing significant waste management challenges. Consequently, wastewater treatment has emerged as a critical sector, promising not only environmental benefits but also the potential for water reuse and resource recovery. While the market presents a significant opportunity, its growth is not without its challenges. Beyond the frequently cited hurdles of infrastructure investment and technological adoption, several unconventional restraints hinder the sector's full potential. These restraints include: Exhibit 5.5: Market restraints for the Indian wastewater treatment market 5.4. Indian sewage treatment market India's sewage water treatment market is experiencing a surge driven by the urgent need for effective wastewater management. Expanding industries, and the alarming state of river pollution are all converging to create a critical situation. Fortunately, the Indian government recognizes this challenge and is taking steps to remedy this. A. Sewage generation and treatment capacity in India Stringent environmental regulations, a focus on sustainability, and infrastructure development are fostering innovation in wastewater treatment. India’s urban population generates 79,500 million litres per day (MLD) of sewage, but the operational treatment capacity is only 29,000 MLD, leaving a shortfall of 50,500 MLD. 204Exhibit 5.6: Sewage Generation and Treatment Capacity, India, FY2023 This results in 63.5% of sewage being untreated, leading to river and groundwater pollution, harming ecosystems, contaminating drinking water, and spreading waterborne diseases. Addressing these challenges requires new technologies to modernize outdated treatment plants and enhance the water cycle's sustainability. B. Current inventory of Sewage Treatment plants in the country Effective wastewater management is a cornerstone of environmental health and sustainable development. In India, significant efforts are underway to address the challenge of untreated sewage. A crucial aspect of this endeavor is maintaining a comprehensive inventory of existing Sewage Treatment Plants (STPs). According to the Central Pollution Control Board's (CPCB) latest report published in March 2021, India possesses a network of 1,093 Operational Sewage Treatment Plants (STPs) (no. of installed STPs being 1,469) spread across its 35 states and union territories as on June 30, 2020. India's sewage generation for urban areas has steadily increased from 61,948 million liters per day (MLD) in FY2017 to 79,500 MLD in FY2023, reflecting urbanization and population growth. Over the same period, sewage processing capacity has risen from 23,277 MLD in FY2015 to 40,000 MLD in FY2023, indicating efforts to expand infrastructure but still lagging behind the growing sewage output. Projections show that by FY2029, sewage generation will reach 102,025 MLD, while processing capacity is expected to improve to 68,737 MLD, highlighting the need for continued investment to bridge the gap and meet environmental sustainability goals. Exhibit 5.7(a): Sewage generation and treatment capacity in India, FY2015, FY2021 and FY2023 205The data indicates a significant and consistent issue with the gap between sewage generation and processing capacity in India, yet it shows a promising trend of gradual improvement. From FY2015 to FY2030E, sewage generation is projected to increase from 61,948 MLD to 106,106 MLD. Although installed treatment capacity is also projected to increase from 23,277 MLD in FY2015 to an estimated 75,611 MLD in FY2030E, the gap between generated sewage and its processing remains substantial. However, it is noteworthy that the gap is slowly narrowing over the years. In FY2015, the gap was 38,671 MLD, and it is projected to decrease to 30,495 MLD by FY2030E. Additionally, the percentage of sewage processed is expected to improve from 38% in FY2015 to an expected 71% by FY2030E, indicating progressive strides towards enhancing sewage treatment infrastructure. Exhibit 5.7 (b): Estimated sewage generation versus installed treatment capacity in India, FY2015 – FY2030E Despite these improvements, the persistent gap highlights the need for accelerated efforts in expanding sewage treatment facilities to keep pace with increasing urbanization and population growth. This challenge underscores the importance of investing in more efficient and scalable sewage treatment technologies and policies to bridge this gap more rapidly. Exhibit 5.7 (c): Estimated annual capacity addition and penetration of SBR in India, FY2022 – FY2030E 206Exhibit 5.7 (d): SBR annual market, Replacement potential and overall market, India, in MLD, FY2022 – FY2030E The Sequential Batch Reactor (SBR) market is experiencing steady growth, driven by both new installations and replacement needs. The annual market for SBR systems is expected to increase from 2,309 MLD to 4,241 MLD between FY2022 and FY2030E. Replacement potential has also expanded, from 281 MLD in FY2022 and is anticipated to grow to 533 MLD by FY2030E. As a result, the overall annual market for SBR, which combines new demand and replacements, is projected to increase from 2,590 MLD in FY2022 to 4,774 MLD in FY2030E, reflecting rising investment in wastewater treatment infrastructure. 5.5. Guidelines and Governance in the Sewage Treatment Sector: Incentives and Penalties The Indian government enforces regulations and incentives to ensure environmentally sound wastewater management in the sewage treatment industry. The Central Pollution Control Board (CPCB) mandates that certain infrastructures, including apartments, commercial projects, educational institutions, townships, and area development projects, must have sewage treatment plants (STPs) if they meet specific conditions. The regulations cover STP site selection, technology, operation, and maintenance to ensure effective and safe operation. These rules aim to promote compliance while also providing financial incentives and penalties to regulate the industry. A. The Technology of STP The approved STP technologies are: • Sequential Batch Reactor (SBR) (Cyclic activated sludge technology (C-Tech) is the recent version of sequential batch reactor) • Activated Sludge Process (ASP) (only when above 500 KLD sewage is generated). • Membrane Bio Reactor (MBR) • Moving Bed Bio Reactor (MBBR) B. Regulations In India, housing projects over 20,000 square metres in metro cities must install private sewage treatment plants (STPs) with builders responsible for installation and five years of maintenance. Regulations have evolved since 2015, with the Central Pollution Control Board (CPCB) initially enforcing strict discharge rules, which were relaxed in 2017, leading to a decline in water quality. The National Green Tribunal (NGT) tightened these regulations in 2019, setting stricter standards for STPs on Biochemical Oxygen Demand (BOD), pH, Total Suspended Solids, Nitrogen, Chemical Oxygen Demand (COD), and Fecal Coliform levels. However, as of 2025, CPCB has updated and further strengthened discharge norms and these apply to both new and existing STPs, including those in residential complexes. The 2025 updates mark the government’s strongest push to ensure that STPs not only meet chemical discharge limits but also control pathogens and support treated water reuse. C. Incentive Structures for Investment and Participation The Indian government continues to promote investment in sewage treatment through the Hybrid Annuity Model (HAM) under the National Mission for Clean Ganga (NMCG). Under HAM, the government funds 40% of the capital 207cost upfront, while the private developer invests the remaining 60% and handles operations, receiving annuity payments over 15 years. The model has seen increasing adoption, with notable projects in Mathura, Varanasi, and Meerut. In parallel, the “One City, One Operator” model is being used to improve accountability by bundling all STPs within a city under a single private operator, often in tandem with HAM contracts. These models aim to ensure sustained performance and better wastewater management outcomes in key urban centres. D. Penalty for non-compliance State governments impose penalties under the Water (Prevention and Control of Pollution) Act, with maximum fines of INR 5 lakh—typically insufficient to deter violations. However, the National Green Tribunal (NGT) has taken stronger action by imposing environmental compensation for mismanagement of sewage and solid waste. As of May 2023, the NGT has collectively fined states approximately INR 79,234 Cr (~USD 10 billion). Within this, around INR 80,000 Cr was assigned specifically for sewage and waste mismanagement. Major penalties include. Exhibit 5.8: Key Regulatory Requirements Exhibit 5.9: Total fine levied for non-compliance, by State State Fine (INR billion) Maharashtra 120 Telangana 38 West Bengal 35 Karnataka 34 Rajasthan 30 Punjab 21 5.6. Indian Government's vision and initiatives for sewage treatment infrastructure growth While there isn't a single, overarching national target for sewage treatment capacity growth in India, the government acknowledges the critical need for improvement. The Governments vision focuses on achieving sustainable wastewater management and minimizing water pollution through strategic initiatives and programs. A. Vision for sewage treatment infrastructure Environmental Sustainability: The goal is to establish a network of efficient Sewage Treatment Plants (STPs) to prevent untreated sewage discharge into water bodies, thereby enhancing environmental sustainability. Public Health Improvement: Proper sewage treatment aims to reduce waterborne diseases and improve public health outcomes. Resource Recovery: The government supports the reuse of treated wastewater for non-potable purposes such as irrigation and industrial processes to promote water conservation. 208B. Key Government initiatives and potential targets National Mission for Clean Ganga (NMCG): Launched in 2011, this initiative aims to achieve complete sewage treatment for the Ganga by 2030, significantly boosting treatment capacity along the river. Atal Mission for Rejuvenation and Urban Transformation (AMRUT): Initiated in 2015, AMRUT aims for universal sanitation access in cities by 2024, necessitating increased urban sewage treatment infrastructure. Swachh Bharat Mission (SBM) Urban 2.0: In 2020, an updated program emphasized faecal sludge management and wastewater treatment, highlighting the urgent need for improved sewage treatment infrastructure. These initiatives also integrated sanitation, urban transformation, and river rejuvenation, all of which are critical components of India's broader infrastructural development plans. 5.7. Unique challenges in India's sewage treatment industry The Indian government recognizes the critical need to improve sewage treatment infrastructure. However, the industry faces a multitude of challenges beyond the usual suspects of funding and infrastructure limitations. Here's a comprehensive analysis of 10 unique issues hindering growth: Exhibit 5.10: Challenges in India’s sewage treatment industry 5.8. Select upcoming sewage treatment plants in the country Exhibit 5.11: Upcoming STP Plant * in India City Project name / Capacity Estimated Expected Status / notes description (MLD) cost (INR CR) year Ahmedabad, 424 MLD STP at Pirana 424 ₹599 Cr 2025–26 Under AMC’s Gujarat (AMC) infrastructure modernisation plan Ahmedabad, 375 MLD STP at Vasna 375 ₹778 Cr 2025–26 Parallel project under the Gujarat same AMC/World Bank effort Hyderabad, 38 STPs under HMWSSB 965 ₹1,565 Cr 2026–27 Approved; under Hybrid Telangana (Musi River Cleanup) (combined) Annuity Model; work in progress Bengaluru, 9 STPs under Karnataka TBD ~₹3,500 Cr 2027 Funded by World Bank; Karnataka Water Security & ($426M) aimed at lake and aquifer Resilience Program restoration Greater Noida 3 STPs (Sectors 18, 24, 360 ₹160 Cr End-2025 Work started; advanced (Yeida) 29) (combined) stage Greater Noida 5 STPs in Sector 45 and ~180+ ₹120+ Cr 2025 Construction to begin Authority others Nashik, 8 STPs + 1 upgrade (PPP TBD ₹1,325 Cr 2025–26 Received Cabinet Maharashtra model) approval; tendering underway *Includes projects under construction and upcoming projects at tender stage Sourced from data in the public domain and this may include the cost of construction of ancillary infrastructure facilities in addition to STP 5.9. Growth forecast of the Indian Sewage Treatment market 209India’s urbanisation and economic growth have led to increased wastewater generation, driving government and private sector efforts to improve sewage treatment infrastructure. This collaboration is advancing the sewage treatment market through new technologies that enhance treatment efficiency and support resource recovery, such as converting wastewater into reusable water or biogas. The Indian sewage water treatment market has grown at a CAGR of 5.4% between FY2020 and FY2025 and is projected to grow at a CAGR of 9.6% between FY2025 and FY2030E. A key factor driving this growth is India's population, which, while growing at a slower rate (approximately 0.9% annually as of FY2025), still results in a significant increase in sewage generation, particularly in urban and industrial areas. The pace of sewage generation, driven by both population growth and urbanization, is expected to outpace the growth in operational sewage treatment capacity. Imbalance emphasizes the critical need for expansion and modernization of wastewater treatment infrastructure. As more people migrate to cities and industrial activity intensifies, the existing systems struggle to handle the volume of waste produced. Addressing this gap will be essential to meeting both environmental standards and public health needs. 5.10. Overview of SBR technology The Sequencing Batch Reactor (SBR) is a key wastewater treatment technology in India, representing about 28% to 30% of installed capacity for municipal and industrial plants. It treats wastewater in a single batch reactor, combining equalisation, aeration, clarification and nutrient removal (nitrogen and phosphorus). Wastewater is screened and grit is removed before entering a partially filled reactor with acclimated biomass. The reactor operates in batches, performing aeration and mixing, then allowing biomass to settle before removing treated water. Excess biomass is periodically removed to maintain the proper influent-to-biomass ratio. In continuous flow systems, this ratio is maintained by adjusting return activated sludge flowrates. After SBR treatment, the wastewater may flow to an equalisation basin for controlled flow to additional processes. In some cases, it is further filtered and disinfected. Exhibit 5.13: Process flow diagram for a typical SBR The SBR technology, though not entirely new, has seen a resurgence in recent decades due to its flexibility and efficiency. 210Exhibit 5.14: Evolution of SBR technology 5.11. Overview of C-Tech process C-Tech is the latest generation SBR process, employed extensively for treating both domestic sewage and industrial effluents to achieve recyclable quality water with low life cycle cost, and has installations in many countries, including the UK, Germany, Poland, Austria, China, Russia, Australia, Vietnam and Malaysia. Unlike traditional SBR systems, C-TECH uses two or more batch tanks in parallel, with their sequences out of phase, allowing continuous flow without the need for an upstream buffer tank. This design reduces the site footprint by approximately 50%. C-TECH operates as a cyclic-activated sludge process and is fully automated through PLC and SCADA, requiring minimal operator intervention. C-Tech technology offers up to 40% savings in power consumption as compared to other conventional technologies, thereby reducing the overall O&M cost of the STP. C-Tech is a versatile technology that effectively handles seasonal, diurnal and quality variations compared to conventional technologies by automatically adjusting water level, decanting rate and air supply, and has successfully been implemented to treat wastewater from refineries / pharmaceutical / petrochemical / textile industries. The C-TECH system features several circular or rectangular batch reactor basins, each with an anoxic-anaerobic selector zone, aeration zone, internal recycle, decant arm, and an oxygen uptake rate (OUR) based aeration control system. It operates with one equalization tank and one tank or with two or more batch tanks in parallel, with their cycles out of phase, enabling continuous flow and eliminating the need for an upstream buffer tank, thus reducing space requirements compared to traditional SBR systems. C-Tech is SFC’s proprietary technology for wastewater treatment which is an advanced technology for treating sewage and effluents. The Company was the first technology provider in the SBR space, with the introduction of C-Tech in India in the WWT segment. A primary advantage of the C-Tech system, as compared to other conventional technologies, is that it offers an efficient method of a cyclic activated sludge treatment, that produces a recyclable quality effluent in a single step. This proprietary technology is not only superior to conventional systems but also drives significant cost, space, and environmental benefits. This technology stands out for its ability to handle large volumes of sewage, achieving superior treatment efficiency with a smaller footprint compared to traditional systems. Exhibit 5.15: Summary of C-TECH Wastewater Treatment System Aspect Details Process Flow Fill and Anoxic Mix: Influent fills reactor; mixed with previous cycle effluent for microorganisms. Anoxic conditions favour PAOs for nutrient removal. Aeration: Dissolved oxygen increases, promoting aerobic bacteria growth. Settle: After aeration, solids settle; clarified supernatant is treated effluent. Decant: Clarified effluent removed from the top; sludge may be withdrawn. Performance Parameters Effluent Quality: 211BOD: ≤ 10 mg/l (typical 5-10 mg/l). SS: ≤ 10 mg/l (typical 5-10 mg/l). TN: ≤ 10 mg/l (typical 5-10 mg/l). TP: ≤ 1 mg/l (typical 0.5-1 mg/l). Process Efficiency: SVI: Target 40 mL/g – 60 mL/g Cycle Time: 3-6 hours. OUR: Oxygen Uptake Rate control for energy optimisation. Footprint: 30-50% reduction compared to conventional SBRs. Costs: 10-20% capital cost savings; 75-85% energy savings compared to ASPs. Benefits High efficiency, compact footprint, flexibility, low energy consumption. Applications Municipal and industrial wastewater treatment, small communities, remote locations. C-Tech uses the latest automation technology, using the PLC / SCADA systems. The process automation is designed for operation without manual intervention and the performance of the STP is independent of the operators’ skill. C- Tech technology introduced three path-breaking innovations, namely bacterial selection by using selectors prior to main treatment, concurrent nitrification and denitrification, and biological phosphorus removal by unique process designed based on simply switching air on and off, thereby facilitating the efficient removal of both carbon and nutrients (nitrogen and phosphorus) in a single treatment step, while also generating sludge with very low SVI, which results in excellent settling of suspended solids giving a crystal clear outlet with low suspended solids (<10 ppm) and BOD (< 5-10 ppm). Exhibit 5.16: C-TECH process cycle With 639 C-Tech installations commissioned in the wastewater treatment segment, particularly in STPs, SFC holds over 80% market share in SBR technology in India, as of March 31, 2025. This demonstrates their experience and leadership in this technology. SFC’s C-Tech technology has been implemented in the large-scale SBR-based STPs in India, including one of the largest STP under development, which has a treatment capacity of 424 MLD wastewater, as of March 31, 2025. Over the years, the Company has successfully executed diverse portfolio of projects spanning various capacities and geographical locations. This underscores the Company's reliability, trustworthiness, and ability to consistently deliver value, solidifying its position as a preferred partner in the industry. The company’s C-Tech technology generates sludge having one of the best sludge volume index(“SVI”), offering up to 98% biochemical oxygen demand (“BOD”) removal efficiency in a single step. These projects span diverse locations, including Germany, the UK, Austria, China, Iran, Saudi Arabia, Hungary, Mexico, and importantly, India. SFC’s C-Tech technology has been implemented in the large-scale SBR-based STPs in India which has an impressive treatment capacity of 424 MLD (under construction) wastewater and even smaller 212plants handling 0.35 MLD. This demonstrates the company’s ability to cater to diverse wastewater treatment needs across the country. This positions C-Tech as a promising technology for efficient and sustainable wastewater management in India. 5.12. The evolving landscape of sewage treatment: A comparative analysis of prominent technologies Effective sewage treatment is crucial for public health and environmental protection. With rising urbanisation and industrial activity, the need for efficient wastewater treatment solutions has become increasingly critical. Key technologies in the global sewage treatment market, including C-Tech, are evaluated based on their performance across parameters such as Biochemical Oxygen Demand (BOD), Chemical Oxygen Demand (COD), Total Suspended Solids (TSS), and capital investment costs. A structured comparison of these technologies is presented, highlighting their relative effectiveness and cost-efficiency. Notably, the SFC and broader wastewater treatment industry in India has not experienced any sudden instances of technological disruption in the recent past. Exhibit 5.17: Performance Comparison of Sewage Treatment Technologies, India, for 1,000 MLD plant Technology BOD/COD TSS Removal Nutrient Land Estimated Operational Removal Efficiency (%) Removal Footprint Capital Cost (₹ Per Efficiency (Hectares) (₹ Crore) M3) (%) Activated Sludge BOD: 80-90 85-90 Moderate 10-15 200-250 3-5 Process (ASP) COD: 90-95 (Additional processes needed) Membrane BOD: 90-95 98-99 High 5-8 300-400 4-6 Bioreactors COD: 95-98 (Nitrogen and (MBRs) Phosphorus removal possible) Trickling Filters BOD: 80-85 80-85 Low 20-25 100-150 2-4 COD: 85-90 (Additional processes needed) Lagoons BOD: 60-70 60-70 Low (Natural 40-50 50-80 1-2 COD: 70-80 processes) C-Tech BOD: 90-98 90-95 High 8-12 250-300 3-5 (SBR Variant) COD: 90-95 (Nitrogen and Phosphorus removal possible) Key considerations: Criteria High Medium Low BOD/COD Removal Efficiency Excellent: Removes most Moderate: May require - organic pollutants additional treatment steps effectively for stricter regulations TSS Removal Efficiency Excellent: Removes most Moderate: May require - pollutants effectively additional treatment steps Nutrient Removal Efficiently removes May require additional Limited nutrient removal nitrogen and phosphorus processes for advanced capabilities nutrient removal Land Footprint Requires significant space Moderate land needs Minimal land area required Capital Investment Highest upfront costs Moderate initial Very low initial costs investment Operational Cost Requires significant Moderate operational Low maintenance and ongoing maintenance and expenses energy requirements energy consumption 5.13. Benchmarking SBR (Sequential Batch Reactor) technologies 213SBR technology offers a flexible and efficient wastewater treatment approach. However, various configurations and operational modifications exist within the SBR umbrella. Here's a breakdown comparing some prominent versions: Factors for Comparison: • Treatment Efficiency: Measured by BOD (Biochemical Oxygen Demand) and COD (Chemical Oxygen Demand) removal rates. • Nutrient Removal: The capability to remove nitrogen and phosphorus, increasingly crucial for stricter regulations. • Footprint: Land area required for the treatment system. • Operational Complexity: Level of automation and operator skill required. • Sludge Management: Methods for handling and disposing of excess sludge produced. Exhibit 5.18: Advanced Sequencing Batch Reactor (SBR) Technologies Comparison (1000 MLD Plant) Technology Treatment Nutrient Footprint Operational Sludge Efficiency Removal (Hectares) Complexity Management (BOD/COD) % Conventional SBR BOD: 85-90 Moderate 8-12 Moderate Requires periodic COD: 90-95 (Additional wasting (around processes for N & 5-10% of treated P removal might effluent) be needed) Modified Ludzack- BOD: 85-90 Moderate 8-12 Moderate Similar to Ettinger (MLE) COD: 90-95 (Additional conventional SBR processes for N & (periodic wasting) P removal might be needed) Intermittent Cycle BOD: 85-90 Moderate 8-12 Moderate Similar to Extended Aeration COD: 90-95 (Additional conventional SBR System (ICEAS) processes for N & (periodic wasting) P removal might be needed) C-Tech (Cyclic BOD: 90-95 High (Nitrogen & 5-8 High (Automated Requires periodic Activated Sludge COD: 95-98 Phosphorus operation) wasting (around with biological removal) 2-5% of treated selector) effluent) 5.14. Value chain analysis of the Indian wastewater treatment sector: Key stakeholders India's wastewater treatment sector is expanding due to rising water scarcity, stricter effluent discharge regulations, and government sanitation and infrastructure initiatives. The sector's value chain involves several key stakeholders: Project Owners: Government agencies, industries, or private developers who identify the need for treatment plants, define project requirements, secure financing, and obtain permits. Exhibit 5.19: Value chain analysis, India 214• Turnkey Solution Providers/Water EPC Companies: They handle project design, procurement, construction, and commissioning. Some also offer operation and maintenance services. They may focus on specific aspects of a project or technology. • Component Suppliers: Manufacturers and distributors of essential equipment such as pumps, valves, and clarifiers, providing critical components for treatment plants. • Technology Suppliers: Companies that develop and license wastewater treatment technologies (e.g., activated sludge, MBRs, SBRs), offering expertise in design and operation. • Wastewater Treatment Plants: The facilities where wastewater is treated to meet discharge standards and enable resource recovery. Project owners work with turnkey providers or EPC companies to define project scope and select appropriate technology. These companies collaborate with technology and component suppliers to procure equipment and ensure regulatory compliance. 5.15. Competitive landscape The Indian sewage water treatment sector is witnessing significant growth, driven by stricter environmental regulations and increasing urbanization. This growth has fostered a diverse market with a range of companies offering various services. Exhibit 5.20: Leading Sewage Technology and Equipment Suppliers, Revenue, FY2025 Name of Company FY2025 Revenue in INR Million SFC Environmental Technologies 6,978.6 Thermax 1,03,886.9 Xylem Inc. NA Praj Industries 32,280.4 Alfa Laval NA Ion Exchange 27,371.1 Note: Va Tech Wabag is not a close peer to SFC Environmental Technologies, as a major portion of their revenue comes from EPC 5.16. Leading industrial wastewater treatment solution Technology landscape: 215• Sequencing Batch Reactor (SBR): This technology is widely used for the treatment of sewage due to its ability to achieve efficient treatment with lower sludge volume and potentially lower energy consumption compared to other technologies. The table given below offers ballpark estimates for the Indian sewage water treatment sector. Exhibit 5.21: Market share of leading solutions with technology market share estimates Sewage Water Treatment Estimated Market Estimated Market Share in Technology Share (%) Incremental Treatment Capacity FY2015 – Fy2021 (%) Sequencing Batch Reactor 30-35% 60% (SBR) Others 65- 70% 40% • Other Technologies include Activated Sludge Process (ASP), Membrane Bioreactor (MBR), Moving Bed Biofilm Reactor (MBBR), Upflow Anaerobic Sludge Blanket (UASB), Extended Aeration (EA), Fluidized Aerobic Bed Reactor (FAB), Oxidation Pond (OP), Waste Stabilization Pond (WSP), Aerated Lagoon (AL), Trickling Filter (TF), Bio-Tower, Electro Coagulation (EC), FMBR and Root Zone etc. 5.17. Overview of Blowers and Fibre Disc Filters Efficient wastewater treatment is crucial for environmental protection and public health. Municipal STPs play a vital role in treating sewage before discharging it into water bodies. Blowers and disc filters are two key components of modern STPs, each contributing significantly to the treatment process. Blowers: • Function: Blowers provide the essential air supply for the biological treatment process in STPs. This aeration process allows bacteria to break down organic matter present in the sewage. • Types: There are various types of blowers used in STPs, including positive displacement blowers and centrifugal blowers. The choice depends on factors like required airflow, pressure, and energy efficiency. • Benefits in STPs: Efficient aeration is critical for maintaining healthy bacterial populations and optimising treatment. Blowers ensure adequate oxygen supply, leading to improved effluent quality and reduced odour problems. Exhibit 5.22: Market size of blowers in India, in INR million, FY2020 – FY2030E Note: In terms of cost breakdown, blowers are estimated to contribute approximately 5% to 8% of the total STP capital cost. Disc Filters: 216• Function: Disc filters are advanced filtration systems used in STPs for separating solids from the treated wastewater. • Components: It consists of a series of discs that rotate partially submerged in the wastewater. Solids get captured between the discs, and the rotation helps remove them for further processing. • Benefits in STPs: Disc filters offer several advantages over conventional filtration systems like sand filters. They have a smaller footprint, require less maintenance, and provide superior effluent quality with lower solids content. Combined Application in Municipal STPs: Blowers and disc filters work together in STPs to achieve efficient wastewater treatment: • Blowers provide aeration: This creates an oxygen-rich environment for bacteria to break down organic pollutants in the sewage. Exhibit 5.23: Market size of disc filters in India, in INR million, FY2020 – FY2030E • Disc filters remove solids: After biological treatment, disc filters effectively remove any remaining solids from the treated wastewater, ensuring it meets the required discharge standards. Note: In terms of cost breakdown, disc filters are estimated to contribute approximately 5% to 8% of the total STP capital cost. A. Expanding the Reach: Applications of Blowers and Disc Filters Beyond Municipal STPs While blowers and disc filters play a critical role in municipal Sewage Treatment Plants (STPs), their capabilities extend far beyond treating wastewater from households. These technologies offer efficient solutions for various other segments with similar treatment requirements. • Industrial Wastewater Treatment: Industries like textiles, chemicals, and food processing use blowers for aeration and disc filters to remove pollutants and solids for compliant discharge. • Aquaculture: Blowers maintain oxygen levels, and disc filters remove waste, ensuring a clean environment for aquatic life. • Food & Beverage Processing: Blowers break down organic matter, while disc filters manage residual solids for wastewater treatment. • Other Applications: These technologies support water reuse, environmental remediation, and wastewater treatment in pulp & paper processing. 5.18. Market presence and strategic focus of SFC Environmental Technologies 217SFC has catered to a customer base across diverse end markets with footprints across various geographies, including Europe, the Middle East, Africa, and Southeast Asia. Contributing to this global growth, SFC has implemented many large-scale wastewater treatment plants utilizing SBR/C-TECH technology around the world, making it one of the leading integrated environmental companies. The municipal wastewater treatment market features prominent players like SFC Environmental Technologies, which provides efficient technologies and comprehensive engineering solutions in the field of wastewater treatment. The Company mainly provides technology for wastewater treatment (predominantly STPs) plant projects. With 639 installations in the WWT segment, as of March 31, 2025, particularly in Sewage Treatment Plants (“STPs”), SFC hold over 80% market share in Sequencing Batch Reactor (“SBR”) technology, a key wastewater treatment method in India. SFC’s technologies facilitate the treatment of 15,209.45 million litres per day (MLD) of wastewater as of March 31, 2025. SFC's relevant industry experience, technical expertise, product portfolio driven by manufacturing capabilities and exclusive tie-ups, and market presence position the company well to capitalize on the upsurge in the tertiary wastewater treatment (TWW) market. The entire value chain is addressed, from upgrading existing wastewater treatment plants to meet stricter regulations and enhancing effluent quality, to building new treatment facilities, especially in areas experiencing rapid growth. The Company provides advanced treatment of sewage and effluents using C-Tech solutions. SFC currently produces its ultrafiltration membrane, C-MEM™, at its Czech facility, which is used for tertiary wastewater treatment. The Company recently entered into an exclusive collaboration agreement with a leading ultrafiltration technology company for the distribution of its UF membranes in tertiary wastewater treatment projects in India. This forward integration enables the Company to offer a complete suite of water treatment solutions, from initial sewage treatment to advanced tertiary processes, thereby enhancing its value proposition and market reach. Additionally, the Company markets and sells Fibre Disc Filters (FDF) in India, procured from a South Korean company through an exclusive agreement. FDF is an industrial filtration technology that enables the treatment of water for reuse purposes. SFC also provides equipment and solutions for sewage sludge management – a potential source of additional value through resource recovery. This comprehensive approach, encompassing design, manufacturing, installation, and potential operation and maintenance, makes SFC a vital partner in unlocking the immense economic potential of treated wastewater reuse in India. 6. WASTEWATER RECYCLING & REUSE - TERTIARY TREATMENT Tertiary treatment (Wastewater Recycling & Reuse), also known as advanced wastewater treatment, refers to the final stage in wastewater processing where remaining suspended solids, nutrients, pathogens, and dissolved contaminants are removed to produce high-quality effluent. This treated water can then be reused for irrigation, industrial processes, or even potable applications, depending on the treatment level. 6.1 Key Technologies India and Global – Filtration, Membrane based Ultra / Nano Filtration, RO (Reverse Osmosis) A. Filtration Systems Global: Filtration is widely used in tertiary treatment for removing fine suspended solids and turbidity. Common technologies include: • Sand filters • Dual-media filters • Disk filters • Micro and ultra-fine screens Filtration is often combined with coagulants or flocculants to enhance solids removal. In developed countries, especially in Europe and the U.S., filtration is integrated as a polishing step in municipal treatment plants before disinfection or reuse. 218India: In India, filtration systems are commonly used in industrial ETPs and STPs (Sewage Treatment Plants), especially in Tier-1 cities. Compact filtration units are also gaining popularity in decentralized wastewater systems. Exhibit 6.1: Key Technologies, Tertiary Treatment B. Membrane Membrane-based technologies are central to modern tertiary treatment, offering high removal efficiency for solids, bacteria, and dissolved organics. Global • UF (Ultra Filtration): Used as a pre-treatment for reverse osmosis or final polishing. • NF (Nano Filtration) and MF (Micro Filtration): Applied in nutrient and pathogen removal. • MBRs (Membrane Bioreactors): Combine biological treatment with membrane filtration for compact, high- quality effluent. These systems are widely used in municipal reuse schemes, industrial ZLD systems, and potable reuse in water-scarce regions like California, Singapore, and the Middle East. India: In India, MBRs and UF systems are increasingly used in commercial and residential STPs, as well as for industrial wastewater recycling in sectors like textiles, pharmaceuticals, and food processing. Adoption is driven by regulatory ZLD mandates and rising freshwater costs. C. Reverse Osmosis Global: RO (Reverse Osmosis) systems are widely used for: • Desalination • High-purity water production • ZLD applications (by recovering water and concentrating waste) In tertiary treatment, RO is often the final step after filtration and UF to remove dissolved salts, heavy metals, and micropollutants. It is essential in water-scarce regions and industries with stringent discharge norms. India: India has seen a significant rise in RO usage, particularly in industrial wastewater reuse and treated sewage reuse in cooling towers, with cities like Chennai and Bengaluru setting up large-scale RO tertiary treatment plants for reuse in industries. 6.2. Market Size in India and Global The global Tertiary Treatment market was valued at USD 1.15 Bn in CY2020 and grew to USD 1.40 Bn in CY2024. It is projected to reach USD 1.54 Bn in CY2025E and is forecasted to expand significantly to USD 3.86 Bn by 219CY2030F, registering a robust CAGR of 20.11% from CY2025E to CY2030F. This rapid growth is driven by increasing global focus on advanced wastewater treatment, stricter environmental regulations, and rising demand for high-quality reclaimed water across industries and municipalities. Technological advancements and sustainable water reuse initiatives are further accelerating market expansion, especially in water-stressed and rapidly urbanizing regions. Exhibit 6.2: Tertiary Treatment Market (In USD Billion), Global, CY2020 – CY2030F Exhibit 6.3: Tertiary Treatment Market (In INR Billion), India, FY2020 – FY2030F The Indian Tertiary Treatment market was valued at INR 6.66 Bn in FY2020 and grew to INR 11.29 Bn in FY2024. It is expected to reach INR 13.13 Bn in FY2025 and is projected to rise sharply to INR 49.24 Bn by FY2030F, registering a strong CAGR of 30.26% between FY2025 and FY2030F. This rapid growth is driven by increasing urbanization, water scarcity, and stricter government regulations on wastewater discharge. The push for sustainable water reuse in industrial and municipal sectors, along with investments in advanced treatment technologies, is propelling the demand for tertiary treatment solutions across the country. D. Future growth prospects: Driven by urban water scarcity, regulatory mandates, and sustainability goals The WRR segment is expected to witness significant growth, driven by increasing water scarcity and government initiatives focused on water conservation in India. Urban Water Scarcity: Rising urban populations and industrial growth have intensified water demand, leading to acute shortages in many cities. Traditional water sources are under stress, and climate change is compounding the problem through irregular rainfall and declining groundwater levels. Tertiary treatment allows wastewater to be safely reused for non-potable applications such as industrial cooling, landscaping, irrigation, and even groundwater recharge. 220Cities like Chennai, Bengaluru, Singapore, and Los Angeles have embraced tertiary treatment as a reliable strategy for water security and resilience. Regulatory Mandates: Governments are enforcing stricter effluent discharge norms and encouraging water reuse. In India, the CPCB and NGT (National Green Tribunal) mandate tertiary treatment in STPs and industrial ETPs, particularly under ZLD regulations. Globally, agencies like the U.S. EPA and European Union are tightening standards for nutrient removal and water reuse, prompting widespread adoption of membrane, filtration, and UV technologies. Sustainability and ESG (Sustainable Development Goals) Goals: Tertiary treatment supports UN SDGs, including clean water (SDG 6) and climate action (SDG 13). It helps organizations meet Environmental, Social, and Governance (ESG) commitments by reducing freshwater dependency, lowering pollution, and enabling circular water use. Exhibit 6.4: Growth drivers for treated wastewater reuse in India Exhibit 6.5: Enablers for Successful Treated Wastewater Reuse in India 6.3. Reuse of Sewage Water Considering the growing volume of untreated sewage, it is essential to view sewage as a valuable resource that can be processed based on end-use requirements and utilized for non-potable applications and industrial operations. In recent years, several Urban Local Bodies (ULBs) across India have prioritized the reuse of treated wastewater, implementing initiatives that promote its use in horticulture, irrigation, non-contact water bodies, cleaning operations, and various industrial processes. The following are notable examples of wastewater reuse in India: i. The Government of Punjab introduced the State Treated Wastewater Policy 2017 to encourage the recycling and non-potable reuse of treated sewage. To date, the Department of Soil and Water Conservation has completed 47 projects, utilizing approximately 243.3 MLD of treated wastewater from sewage treatment plants (STPs). These efforts involve the installation of underground pipelines for irrigation, covering 7,652 hectares (DECC, 2020). ii. The Indian Agricultural Research Institute (IARI), Karnal, has conducted research on sewage-based agriculture and developed irrigation practices specifically for tree plantations irrigated with treated wastewater. iii. The Government of Karnataka has mandated that only tertiary treated sewage should be used for non-potable activities such as landscaping in parks, resorts, and golf courses. iv. In major metros like Delhi, Mumbai, Bengaluru, and Chennai, treated greywater is being reused for toilet flushing in several condominiums and high-rise residential buildings, primarily under pilot programs. v. Since as early as 1991, industries in India have been purchasing and reprocessing secondary treated sewage for cooling water make-up, with examples including Madras Refineries, Madras Fertilizers, GMR Vasavi 221Power Plant in Chennai, as well as Rashtriya Chemicals and Fertilizers in Maharashtra, and more recently, the Indira Gandhi International Airport in Delhi and Mumbai International Airport. Exhibit 6.6: Potential applications for TWW reuse in India Category Application Details Rethinking Agriculture: Precision Irrigation Utilises drip irrigation and fertigation to deliver treated wastewater Sustainable Irrigation directly to roots, maximising water use efficiency and benefiting high- value crops like fruits and vegetables. Aquaponics Integrates aquaculture and hydroponics; treated wastewater nourishes fish, and nutrient-rich water fertilizes plants, creating a sustainable, closed-loop system. Bioremediation & Utilises treated wastewater to irrigate tree plantations or constructed Phytoremediation wetlands, acting as biofilters to remove pollutants and enhance biodiversity. A Circular Water Non-potable Urban Applies treated wastewater for toilet flushing, street cleaning, and Economy Applications landscape irrigation, reducing freshwater reliance in cities. Industrial Process Substitutes freshwater with treated wastewater for cooling and boiler Water feed in industries, especially in water-stressed zones. Urban Aquifer Recharges groundwater by injecting advanced treated wastewater into Recharge aquifers, securing water resources for future use. Embracing Innovation Construction Industry Uses treated wastewater for dust suppression, concrete curing, and mixing, reducing potable water usage in construction. Energy Production Employs treated wastewater in cooling towers of thermal power plants, conserving freshwater resources. Sanitation and Hygiene Provides treated wastewater for sanitation in urban slums and peri- urban areas, coupled with hygiene education to improve public health. 6.4. Administrative Reforms and Policy Guidelines Niti Aayog has called for to consider Water as a commodity rather than as a public good due to the fact that market mechanisms would work best when it is considered as a commodity which can be purchased or sold WRC (Water Reuse Certificates) are conceptualized as market-based instruments that recognize and promote the reuse of treated wastewater for non-potable purposes. These certificates can be issued to utilities, municipalities, or industries that demonstrate measurable reuse of treated water, enabling them to trade or offset water usage within compliance frameworks. The aim is to encourage water-efficient practices, reduce freshwater withdrawal, and build a circular economy around urban water system. Though still in early stages of development, WRCs hold the potential to function similarly to Renewable Energy Certificates, facilitating a structured approach to incentivizing large-scale wastewater reuse. The reuse of treated wastewater is increasingly being recognized as a reliable and sustainable solution to meet the high-water demand of thermal power plants. This approach not only reduces dependency on freshwater sources but also supports the circular economy and enhances water security in water-stressed regions. A notable example is the city of Nagpur, which is progressing towards becoming India’s first city to reuse over 90% of its wastewater — a significant portion of which is being supplied to thermal power stations for cooling and other industrial purposes. This model demonstrates how treated water reuse is powering the operational success of thermal power plants, while also offering substantial growth potential for replication across the country as thermal plants seek cost-effective and sustainable water sources. 6.5. Policy-led Interventions Policy frameworks at both global and national levels are increasingly emphasizing the need for sustainable wastewater management and reuse: • Sustainable Development Goal (SDG) 6.3 specifically targets wastewater, aiming to halve the proportion of untreated wastewater and significantly increase recycling and safe reuse by 2030. This global mandate sets the direction for countries like India to adopt integrated wastewater reuse strategies as part of their water sustainability agenda. • India is advancing toward this goal through initiatives promoting the Safe Reuse of Treated Wastewater (SRTW). These efforts focus on ensuring that reused water meets prescribed quality standards and is safely 222applied in sectors such as agriculture, landscaping, industrial processes, and non-potable urban uses. By embedding SRTW principles into urban water policies, states and urban local bodies are working toward enhancing water resilience, reducing freshwater dependency, and creating economic value from waste. 6.6. Policy and legal regulations framework for UWM (urban wastewater management) • The vision expressed in the National Framework on the Safe Reuse of Treated Water, 2021 is – “widespread and safe reuse of treated used water in India that reduces the pressure on scarce freshwater resources, reduces pollution of the environment and risks to public health, and achieves socio-economic benefits by adopting a sustainable circular economy approach” (MoJS, 2020) and accordingly requisite recommendations are made in the framework. • The National Water Mission promotes the recycling of wastewater for meeting water needs of urban areas. The Tariff Policy, 2016 by Ministry of Power mandates the thermal power plants located within 50 km radius of a sewage treatment plant of an urban local body to mandatorily use treated urban waste. The Service Level Benchmarks of the Ministry of Housing and Urban Affairs (MoHUA) mandate the extent of reuse and recycling of sewage in urban areas as 20%. • The National Water Quality Monitoring Programme of India, through its network of SPCBs, advises central and State governments on prevention, control, and abatement of water pollution and sets standards on water quality in streams and wells. The Guidelines of National Building Code 2016, emphasise the reuse of treated sewage and sullage in commercial or residential multistoried complexes for flushing of toilets, horticulture and fire-fighting purposes. It also suggests separate storage tanks and separate distribution pipes. Exhibit 6.7: Existing state-level and national policies for reuse of TWW State/Level Policy Name Key Highlights West Bengal Treated Wastewater Reuse Promotes sustainable water management by reducing freshwater Policy of Urban West Bengal dependence. Reforms span planning, finance, technology, and (June 2020) institutional frameworks. Remains in force and relevant. Gujarat Policy for Reuse of Treated Targets 70% reuse by 2025 and 100% by 2030. Focus on industrial and Wastewater (May 2018) municipal reuse. Still active; recent state reviews reaffirm commitment. Karnataka Urban Wastewater Reuse Encourages reuse in agriculture and urban applications to address water Policy (Dec 2017) scarcity. No significant revision but remains in effect. Jharkhand Wastewater Policy (2017) Stresses role of ULBs in phased reuse; views treated water as a renewable resource. Still applicable, though no major implementation scale-up yet. Madhya Wastewater Recycle & FSM Promotes reuse for parks and urban green belts. Policy remains in place Pradesh Policy (2017) with limited urban expansion updates. Andhra Policy on Wastewater Reuse Encourages treated wastewater in industrial and irrigation use. Still Pradesh and Recycling for ULBs relevant and referenced in AMRUT-related guidelines. Rajasthan State Sewerage and Supports reuse aligned with WHO guidelines for agriculture. Policy Wastewater Policy (2016) remains in place; PPP reuse projects underway. Punjab Treated Wastewater Policy Prioritizes reuse in agriculture based on water quality and crop type. No (2017) major revisions but still officially valid. Tamil Nadu Treated Wastewater Reuse Encourages MoUs between ULBs and industries/agriculture users for Policy secondary treated water. Implementation progressing via Chennai Smart City initiatives. Jammu & Wastewater Reuse Policy Drafted before reorganization into UTs; still serves as baseline. UT-level Kashmir (2017) updates expected. Chhattisgarh Wastewater Recycle and Promotes non-potable reuse across sectors; focuses on balancing Reuse Policy domestic, industrial, and agricultural needs. Active and integrated into state sanitation projects. Haryana Treated Wastewater Reuse Reuse hierarchy prioritizes high-demand users (power, industry). Policy (2019) Agriculture only after all other uses. Policy is operational and actively tracked under Jal Jeevan Mission. Maharashtra State Water Policy (no Mandates reuse of 80% of domestic water. MPCB standards apply. separate reuse policy) Implementation is patchy but policy remains valid. No separate TWW policy yet. 223National National Framework for Safe Developed by NMCG & NITI Aayog. Provides guiding principles for Reuse of TWW (Nov 2022) safe, circular reuse. Still current and increasingly cited in Smart Cities and AMRUT 2.0 projects. Exhibit 6.8: Key Major global and Indian solution providers and technology innovators Company Name Head Quarters Year Technology Found Veolia Aubervilliers, 1853 physicochemical phosphate removal, activated carbon France filtration, and ozone disinfection Clean Water Gardena, USA 1996 Fully skid mounted systems, HMI – human mechanical Technology interface panels Mitawater Siziano, Italy 1971 Free-fiber filtration systems, Sand Filtration, Cloth Filtration, Technologies Reverse Osmosis etc. Acciona Madrid, Spain 1931 Digitalization and Smart water management, Reverse Osmosis, Electrochemical technologies etc. DUPONT Wilmington, 1802 Minimal liquid discharge (MLD), DuPont™ AmberLite™ ion Delaware, United exchange resins, Nanofiltration (NF) membranes States ultrafiltration (SUF), Close Circuit Reverse Osmosis (CCRO), Membrane Bioreactor Systems (MBR), Membrane Aerated Biofilm Reactor (MABR) Ion Exchange Mumbai, India 1964 Disinfection by chlorine or ozone followed by filtration through granular media or activated carbon filters. Thermax Pune, India 1966 Water recycling, Waste heat energy, Emission control, Cooling from heat waste etc. With its portfolio of advanced membrane technologies, Dupont is well recognized global player in wastewater recycle and reuse sector. 7. OPPORTUNITY LANDSCAPE OF INDIA’S MUNICIPAL SOLID WASTE MANAGEMENT MARKET 7.1. Overview of Indian Municipal Solid Waste management market The solid waste management sector in India has experienced notable growth in recent years, primarily propelled by the government's emphasis on cleanliness and sanitation. The surge in population and rapid urbanization has led to a substantial rise in waste generation, necessitating efficient and sustainable waste management practices. The Swachh Bharat Abhiyan launched by the Government has significantly contributed to the sector's momentum, resulting in heightened demand for waste management solutions. 7.2. Municipal Solid Waste management value chain in India The Municipal Solid Waste (MSW) management value chain begins with waste generation by households, industries, and institutions. This waste is collected by municipalities or private entities and transported to treatment facilities or landfills. At treatment facilities, organic waste is converted into compost or biogas, recyclables are processed, and non-recyclable waste is treated through incineration or landfilling. Government bodies, waste collectors, technology providers, and recycling companies are the key stakeholders in this value chain. 224Exhibit 7.1: Municipal Solid Waste Management Value Chain in India 7.3. Solid waste generation and processing across various states in India India generates over 62 million tons (MT) of waste annually with an average annual growth rate of 4%, of which 43 MT gets collected, with 12 MT (~20%) being treated before disposal and the remaining 31 MT (~50%) discarded in waste yards. The 62 MT of waste generated annually includes 7.9 MT of hazardous waste, 5.6 MT of plastic waste, 1.5 MT of e-waste, and 0.17 MT of biomedical waste. Exhibit 7.2: Waste generation, collection, and treatment volume, Tons per Annum (TPA), India The Swachh Bharat Mission-Urban (SBM-U), launched in October 2014, aims for a garbage-free India through 100% source segregation, door-to-door collection, and scientific waste management, including controlled landfill disposal and dumpsite remediation. The Central Pollution Control Board (CPCB) projects annual waste generation will reach 165 million tons by 2030. Indian cities are expected to generate an estimated 435 million tons of solid waste by 2050. 225The waste sector contributed around 1200 kilotons per year (Kt/yr) of PM2.5 emissions in India in 2020. These emissions are projected to almost double by 2050 due to rising waste generation. 7.4. Evolution of solid waste management rules and regulations in India Exhibit 7.3: Evolution of solid waste management rules in India 7.5. Salient features of Solid Waste Management Rules, 2016 Features Description Reasons and Likely Implication Segregation of • The SWM 2016 emphasizes source segregation, • SWM companies need to collect segregated Municipal Solid making it mandatory to separate municipal solid waste, add compartmented or separate Waste waste into wet and dry categories. This applies vehicles for dry and wet waste as well as throughout the entire waste management value chain, deploy bio- methanation/ composting for including collection, transportation, storage, and wet waste and WTE only for dry waste, ultimately, the treatment method used. post recovery of recyclables. Promotion of • The Department of Fertilizers shall ensure promotion • This will make the compost plants Marketing and of compost with chemical fertilizers in the ratio of 3 economically viable and improve the Utilization of to 4 bags: 6 to 7 bags by the fertilizer companies to gainful utilization of waste. Compost the extent compost is made available. • The Ministry of Agriculture shall also facilitate manufacturing and sale of compost for usage in farmlands and issue suitable usage guidelines. Promotion of • The Ministry of Power shall fix tariff or charges for • This will make the waste to energy plants Waste to Energy the power generated from the WtE plants and ensure economically viable. Plant compulsory purchase of power by DISCOMs from these plants. • Usage of RDF by nearby industries will support the WtE and reduce the • MNRE shall facilitate infrastructure creation for WtE consumption of fossil fuels. plants and provide appropriate subsidy or incentives for such Plants. • WTE plants are however commercially viable for more than 600 TPD - most of the tier 2 cities would probably need to go for 226• All industrial units using fuel and located within 100 bio-methanation for the wet fraction and km from a RDF plant to replace at least 5% of their RDF disposal to Cement plants as RDF fuel requirement by RDF so produced. generation is 30% (500 TPD MSW plant will produce 150 TPD of RDF, which is not • Non-recyclable waste having calorific value of 1,500 enough for a WTE plant). Kcal / Kg or more shall not be disposed and to be utilized for energy generation. • High calorific wastes shall be used for co-processing in cement or thermal power plants. Criteria And • The SWM Rules 2016 provide for detailed criteria • The criteria and buffer zone for waste Standards for for setting up of solid waste processing and treatment treatment and landfill facility and stringent Waste facilities. standards will facilitate smooth functioning Treatment of the facility without any pollution issues. Facility and • Emission standards are completely amended and Pollution include parameters for dioxins, furans, reduced limits Control for particulate matters from 150 to 100 and now 50. • Compost standards have been amended to align with Fertilizer Control Order. Timeframe for • The local bodies and other concerned authorities • This will ensure proper landfills and waste Implementation would be responsible for implementation of these processing facilities across the country even rules. in smaller towns. • Setting up solid waste processing facilities by all local bodies having 0.1 Mn or more population - within two years; local bodies and census towns below 0.1 Mn population – within 3 years. • Setting up of common or stand-alone sanitary landfills by or for all local bodies (0.5 million or more population) and census towns (under 0.5 million population) – within three years. • Bioremediation or capping of old and abandoned dump sites - within five years. 7.6. Prominent technologies for energy generation from Municipal solid wastes Features Description Equipment used for power generation Anaerobic Digestion/ • Organic fraction of the waste is processed through Biogas Digester. • Dual fuel / Gas Engine Bio-methanation • Biogas Digester produces methane rich biogas and effluent. • LP Gas Turbine • Biogas can be used either for cooking / heating application, for • Steam Turbine power generation or for CBG/ Bio-CNG. Combustion / • Waste is directly burned in presence of excess air (oxygen) at high • Steam Turbine Incineration temperatures (about 1,200o C), liberating heat energy, inert gases, and ash. Combustion results in transfer of 65% - 80% of heat content of organic matter. 227• The hot air thus produced is used to generate steam and power. Combustion / Incineration, however, is not suitable for all types of organic waste, especially when considering environmental and regulatory factors. Densification / • Segregating, crushing, and drying of inorganic material from MSW • Steam Turbine Pelletization / into fuel pellets is known as Refused Derived Fuel (RDF). The fuel Refused Derived is then used in Boilers for energy generation. Fuel (RDF) • Balance waste in the dry fraction (after recovery of recyclables), often referred to as refused derived fuel (“RDF”), has a calorific value approximately between 3,000 to 3,500 Kcal/kg, making it a viable alternate fuel source for energy production or as a fuel (as replacement to coal) in cement plants. Based on discussions with the industry stakeholders, majority of the WtE plants in the country are based on incineration technology. There would be a handful of plants that are using Bio-methanation to generate energy from MSW. Pertinent to note that, the SWM Rules 2016, considering environmental impacts, provides for • Bio-methanation, microbial composting, vermi-composting, anaerobic digestion or any other appropriate processing for bio-stabilisation of biodegradable wastes. • Waste to energy processes including refused derived fuel for a combustible fraction of waste or supply as feedstock to solid waste-based power plants or cement kilns. The SWM Rules 2016 highlights the need for and resultantly provides huge future potential for energy generation based on bio-methanation/anaerobic digestion of biodegradable wastes. 7.7. Overall potential of energy generation from Municipal Solid Waste in India With its expanding population and rapid urbanisation, India has experienced a significant rise in municipal solid waste (MSW), posing notable environmental challenges. As per the Ministry of New and Renewable Energy, the total estimated energy generation potential from urban and industrial organic waste in India is approximately 5690 MW. Exhibit 7.4: Energy generation potential from Urban and Industrial organic waste in India 2287.8. Installed capacity of Waste to Energy plants in India and historical growth The WTE sector in India is in focus since last 7 – 8 years due to growing challenges related to waste management and need for energy through sustainable sources thereby ensuring the country’s energy security. Installed capacity of WTE plants in the country has increased by 6 times between FY2018 and FY2025 – from 138.3 MW in FY2018 to 840.2 MW in FY2025. These WTE plants are both grid-connected and off-grid plants and they generate power from MSW and Industrial wastes. Based on discussions with the stakeholders, approximately 25 – 27 MSW based WTE plants were operational in the country at the end of FY2024 and installed capacity of these plants were approximately 250 MW. Exhibit 7.5: Installed capacity of Waste to Energy plants in India, in MW, FY2018 – FY2025 Reviving India's Waste-to-Energy (WTE) sector presents numerous advantages, including diminished dependence on fossil fuels, a broader energy portfolio, and bolstered energy resilience. Additionally, WTE facilities skilfully handle solid waste by easing pressure on scarce landfill capacity and tackling the escalating waste production issue. These facilities also foster employment prospects, bolstering the regional economy and livelihoods. By harnessing latent 229waste resources, curbing greenhouse gas (GHG) emissions, mitigating health hazards, and combating climate change, WTE initiatives resonate with Sustainable Development Goals and promote a circular economy. 7.9. Leading developers of Waste to Energy plants in India and their portfolio The Indian Waste-to-Energy (WtE) market is fragmented, with key players including SFC Environmental Technologies, RE Sustainability, JITF Urban Infrastructure, Abellon Clean Energy, and Antony Lara Renewable Energy. These companies do processing, and recycling of waste and few of them also does collection and transportation. Out of them, RE Sustainability, JITF, and Abellon focus solely on incineration. While majority of the companies use incineration to produce electricity from wastes, SFC Environmental Technologies is the only company to use bio-methanation technology to produce Biogas/ electricity, avoiding harmful emissions and ash. SFC Environmental Technologies is among the select few players who have leveraged global technology in the MSW space and transformed it to be suitable for Indian needs. The key features of its MSW plant at North Goa are as under: • Ability to achieve biogas yield more than the industry average. The Company has achieved an average biogas yield of more than 150 Nm^3/ton of organic waste in the North Goa Plant in the last financial year, higher than the industry average of 80-100 Nm^3/ton. • By converting the digestate formed after the fermentation of organic fraction into high-quality compost, the process improves the marketability and price realization of the compost produced. • The Company has capability to recover higher proportion of recyclables than the industry average through its proprietary municipal solid waste processes • Balance waste in the dry fraction (after recovery of recyclables), often referred to as refused derived fuel (“RDF”), has a calorific value approximately between 3,000 to 3,500 Kcal/kg, making it a viable alternate fuel source for energy production or as a fuel (as replacement to coal) in cement plants. SFC is among the market leaders in the MSW space basis their operational results and comprehensive solutions. The company currently runs a 250 TPD Municipal Waste to Biogas plant in North Goa and a 125 TPD plant in South Goa. Operating continuously for over 8 years, SFC’s plant at Saligao, North Goa holds the distinction of being one of the longest-operating integrated SWT-based biogas plants in India. The plant deploys the Company’s proprietary OREX technology. OREX is SFC’s proprietary innovation, designed to efficiently separate biodegradable organics from inorganic materials and lignocellulosic fibres from mixed municipal waste. OREX automatically segregates mixed municipal waste into organic (wet) and inorganic (dry) fractions in a single step reducing the need for manual oversight, translating into lower ongoing operational costs and promotion of reuse. OREX is a multi-stage system designed to extract maximum organics from the mixed waste and preparation of de- gritted organic slurry for downstream digesters resulting into homogenous pulped slurry having >98% biodegradable material, largely free of contaminants and non-biodegradable fractions which enhance the bio-methanization process inside digesters. This technology is particularly adept at processing the typical municipal solid waste found in India, which characteristically includes a diverse mix of bio-waste, inerts, textiles, glass, wood, metal, rubber, plastic, paper, and miscellaneous items. 230Exhibit 7.6: Profile of leading Waste to Energy project developers in India, FY2025 The organic fraction, high in biodegradable matter and moisture, enhances the bio-methanation process. The inorganic fraction, or refuse-derived fuel (RDF), includes materials like plastics and paper. After removing metals and heavy materials, RDF is refined into high-quality fuel with a calorific value of 3,000 to 3,500 Kcal/kg. This underscores the company’s reliability, trustworthiness, and ability to consistently deliver value, solidifying the company’s position as a preferred partner in the industry. The company benefits from a strong brand reputation that has been cultivated over more than 20 years of industry presence. 7.10. Key growth drivers of WTE sector in India A. Increasing waste generation and waste management expected to drive the market India's rapid urbanization is increasing waste generation, with organic waste making up over 50% of the total. Urban growth and high population densities are creating large landfills nearing capacity. Recycling occurs through formal and informal channels, causing environmental issues such as pollution from e-waste and improper dumping. B. Government initiatives and policies to strengthen Waste to Energy Programme The National Bioenergy Programme promotes waste-to-energy plants through the Waste to Energy (WTE) Programme, with a budget of INR 6,000 million from FY2022 to FY2026. The programme provides financial support for Biogas, Bio CNG, and power plants using urban, industrial, and agricultural waste. The programme allows Viability Gap Funding (VGF) up to INR 2,000 million and include two sub-schemes: • Infrastructure Projects: Supports water supply, solid waste management, and wastewater treatment, offering up to 30% of the total project cost as capital grant. Additional funding can cover up to 30% of the project cost, with projects required to recover 100% of operational costs. • Demonstration/Pilot Projects: Provides up to 40% of the total project cost as capital grant and 25% of the net present value of O&M costs for the first five years. Additional funding can cover up to 40% of the project cost and 25% of O&M costs. C. Only alternative to landfilling Landfills are considered the least desirable option for waste management due to various issues, including the emission of greenhouse gases, the requirement for large areas of land, and the potential for pollutants to contaminate soil and groundwater. D. Energy Demand and Renewable Goals 231WTE supports India’s target of 500 GW of non-fossil fuel-based capacity by 2030. Helps diversify the renewable energy mix beyond solar and wind. E. Technological Advancements Improved combustion, gasification, and biomethanation technologies have made WTE more efficient and viable for Indian waste characteristics. F. Public-Private Partnerships (PPPs) Increasing involvement of private players through PPP models, especially in large municipalities, boosts investment and operational efficiency. 7.11. List of notable, successful, and currently operating WTE plants in India Waste-to-energy technologies transform waste materials into various forms of energy, such as electricity, heat, or fuel, through processes like combustion, gasification, or anaerobic digestion. These technologies provide a dual benefit: they process waste that would otherwise go unused, converting it into usable energy, and they significantly reduce the volume of waste sent to landfills, thereby mitigating environmental impact. Furthermore, waste-to-energy plants offer the added advantage of recovering valuable resources, such as metals and plastics, during the treatment process. These materials can be extracted, recycled, and reintroduced into the economy, supporting circular economy initiatives and reducing the need for virgin resource extraction. By integrating energy production with resource recovery, waste-to-energy technologies present a sustainable solution for waste management and energy generation. Exhibit 7.7: List of notable, successful, and currently operating WTE plants in India 7.12. Environmental issues and operational challenges A. Low calorific value of solid waste in India due to improper segregation In India, mixed waste has a calorific value of around 1,500 kcal/kg, insufficient for power generation compared to coal’s 8,000 kcal/kg. Biodegradable waste, high in moisture, is more suited for composting. Segregated and dried non- recyclable waste has a higher calorific value of 2,800 to 3,500 kcal/kg, suitable for power generation. Proper segregation, ideally at the source, is crucial for meeting this calorific requirement. B. High costs of energy production Power generation from waste costs about INR 7-8 per unit, while traditional sources like coal and solar provide power at INR 3-4 per unit. To be competitive, waste-to-energy power prices need to be halved. Despite this, the primary goal of waste-to-energy plants is improving health, hygiene, and environmental conditions. Developers should receive adequate compensation through justified tariffs, and subsidies for capital expenditure could boost the sector. Operational costs can be offset by selling CBG and recyclables. C. Improper assessments and unfavorable on-ground conditions Many waste-to-energy projects face challenges due to poor assessments, unrealistic projections, and on-site issues. Waste volumes fluctuate due to seasonal changes, rainfall, and transient populations. These projects should use only 232non-recyclable dry waste, about 25% of total waste, which must be segregated to ensure effective energy generation. Successful operation depends on efficient waste collection, segregation, and processing. Issues at processing plants can increase moisture and reduce calorific value, affecting power generation efficiency. 7.13. Expected in installed capacity of WTE plants in the country Based on discussions with the stakeholders and as per ongoing projects in the country, installed capacity of WTE projects in the country is expected to grow at approx. 8.9% CAGR to reach nearly 1287.7 MW by FY2030. MNRE projected that India's Waste-to-Energy capacity to reach 2,780 MW by 2050. Exhibit 7.8: Growth forecast of WTE plants in India, MW, FY2018 – FY2030E 7.14. Revenue potential from MSW (CBG, Electricity, Compost, and Recyclables) Municipal Solid Waste (MSW) has multiple revenue potentials from sales of Compressed Biogas, Electricity, Recyclables, and Compost. Based on solid waste generated in the country in FY2025 and subsequent collection and processing, revenue potential from the above-mentioned businesses were INR 201.3 billion. The potential is likely to increase to INR 303.0 billion by FY2030, growing at a CAGR of 8.5%. Exhibit 7.9: Revenue potential from MSW related businesses, India, INR billion, FY2025-FY2030E 7.15. List of announced, planning, and under-construction projects 233Sl. No. Municipal Corporation Location Capacity Current Status Developer MSW (TPD) 1 Tinsukia Municipal Board Tinsukia, Assam 125 Under Oil India Limited Construction 2 Bhubaneswar Municipal Bhubaneswar, 300 Under Oil India Limited Corporation Odisha Construction 3 The Greater Noida Industrial Astauli, Uttar 300 Under Reliance Bioenergy Development Authority Pradesh Construction Limited 4 Pimpri-Chinchwad Moshi, Pune, 375 Announced Not Appointed Municipal Corporation Maharashtra 5 Brihanmumbai Municipal Deonar, Mumbai, 1000 Announced Mahanagar Gas Limited Corporation Maharashtra 6 Jorhat Municipal Board Jorhat, Assam 125 Announced Oil India Limited 7 Kochi Municipal Kochi, Kerala 150 Under Bharat Petroleum Corporation construction Corporation Ltd 8 Cuttack Municipal Cuttack, Odisha 200 Announced Oil India Limited Corporation 9 Agartala Municipal Agartala, Tripura 160 Announced Oil India Limited Corporation Solid Waste Management The future of Waste-to-energy conversion looks promising with several factors such as integration with existing RE system, advancement in technology, and policy support are driving the growth of the sector. Generating energy from waste is a significant step in the quest for sustainability. By transforming waste into valuable energy, dual challenges of waste management and energy production can be addressed. Advances in chemical engineering have been instrumental in developing efficient and environmentally friendly WtE technologies. Innovative Waste-to-Energy Methods will play an increasingly important role in building a sustainable future as we continue to innovate and improve these processes. 8. OPPORTUNITY LANDSCAPE OF INDIA’S BIOGAS MARKET 8.1. Role of Biogas in India’s CNG/PNG ecosystem India's energy landscape is shifting towards cleaner alternatives, with biogas emerging as a key player in enhancing the CNG and PNG ecosystem. Once considered waste, biogas, rich in methane, is now valued as a renewable resource. By converting organic matter into clean fuel, biogas can be integrated into existing CNG and PNG infrastructure, reducing reliance on imported fossil fuels and supporting a sustainable energy future for India. A. Biogas as a biofuel in India’s decarbonization journey India's shift towards renewable energy is critical for reducing carbon emissions. Biogas plays a key role with its potential to cut fossil fuel use by 6% by 2030. It contributes to emission reduction through methane mitigation, circular economy practices (using digestate as a natural fertilizer), clean energy substitution, and the use of biogenic CO2 for renewable processes. B. Biogas can help in reducing India’s LNG import Biogas is set to significantly reduce India's reliance on imported LNG, with consumption projected to rise to 28,531 MMSCM by FY2030E, potentially saving substantial import costs. Compressed Biogas (CBG) could decrease natural gas consumption by 13.5–14% by FY2030E. Exhibit 8.1: Biogas domestic gas volume, imports, and consumption, FY2019 – FY2029E 234C. Reduce pollution and its effects that are generated from burning biomass Biomass burning is a major source of air pollution and greenhouse gases, contributing to thousands of premature deaths annually, especially in North India. Converting crop residues into biogas can address this issue, and government initiatives like co-firing biomass in power plants have already reduced CO2 emissions by 1.2 Lakh Metric Tons. 8.2. Potential for Bio-CNG generation in the country from Agro-waste India's diverse biogas feedstocks include animal waste, agricultural residue, municipal solid waste (MSW), and sewage sludge, with a total Compressed Biogas (CBG) potential of 62 MMTPA. Exhibit 8.2: Bio-CNG generation potential from various feedstocks 8.3. Value Chain of Indian Biogas Market The Indian biogas market includes feedstock collection, processing, production, and distribution. Key players are government bodies, state departments, cooperatives, private firms, and renewable energy agencies. Biogas is vital for energy security, entrepreneurship, and local economies. 235Exhibit 8.3: Value chain of biogas market The Indian government supports the sector with financial aid for biomass machinery and mandates CBG blending in City Gas Distribution pipelines from FY2026, driving demand for biogas production technologies. SFC Environmental Technologies Ltd. being a provider of such technology used in midstream level of biogas production is one of the leading integrated municipal solid waste-based biogas developer in India and is poised to be a key beneficiary of government initiative of blending of biogas. Operating continuously for over 8 years, SFC’s plant at Saligao, North Goa holds the unique distinction of longest operating integrated MSW based biogas plant in India. Exhibit 8.4: Roles and responsibilities of key stakeholders Stakeholder Roles Responsibilities Government Agencies (e.g., MNRE) Policy Formulation Formulate and implement policies, provide financial and Policy Makers and Promotion assistance, promote biogas use, and create a conducive environment for the biogas industry Training and Development Centers Training and Provide training, development programs, and research for (e.g., BDTCs) and Educational Development biogas production Institutions Promotional Bodies (e.g., KVIC, Promotion Promote biogas plants among rural communities and the use NDDB) of waste for biogas production Biogas Producers and Companies Production and Involved in various stages of the biogas value chain, from Distribution feedstock collection, processing, production, to distribution Distribution Entities (e.g., OMCs) Distribution Distribute biogas using their infrastructure and network Technology Suppliers Technical Support Provide technical support, specialized equipment, and solutions for biogas production Financial Agencies Financial Support Provide financial backing, approve loans for biogas projects, and invest in the biogas sector 8.4. Government policies driving the growth of the Indian CBG sector Following are various government initiatives to promote consumption of CBG in the country: • National Bio Energy Programme: Launched by the MNRE on 2nd November 2022, this program aims to promote power, biogas/BioCNG, and briquette/pellet production with a budget of INR 17 billion (Phase 1: INR 8.6 billion). It supports the use of surplus biomass from rural areas, providing additional income for rural households. • Sustainable Alternative Towards Affordable Transportation (SATAT): This initiative promotes the production of CBG from waste/biomass, aiming to reduce reliance on fossil fuels and air pollution from crop stubble burning. It is expected to produce 15 million tonnes of gas, reducing the CNG bill by 40%. • PM-PRANAM Scheme: A proposed program to reduce chemical fertilizer use by promoting bio and organic fertilizers. It aims to reduce the subsidy burden on chemical fertilizers and encourage states to adopt alternatives. 236• Financial Assistance for Biomass Aggregation Machinery: This scheme supports CBG producers in purchasing machinery for biomass aggregation, facilitating CBG production and overcoming funding challenges. • CBG Blending Obligation (CBO): In India, the compressed biogas (“CBG”) blending obligation mandates oil marketing companies to blend CBG into their fuel infrastructure. The mandatory blending obligation will begin in FY 2025-26, starting at 1% and gradually increasing to 5% from FY 2028-29 onwards. This initiative mandates OGMCs to set up projects for CBG production from organic waste and biomass. Exhibit 8.5: SATAT Scheme, targets, salient features and incentives 8.5. Revenue potential from Surplus Agro Residue and Press Mud (CBG and Briquettes) Both Compressed Biogas and Briquettes can be produced from Surplus Agro Residue and Pressmud – the current availability of these two feedstocks has been estimated at approximately. 150 MT and 20 MT, respectively. Exhibit 8.6: Revenue potential from Surplus Agro Residue and Press Mud, India, INR billion, FY2023- FY2030 237For the purpose of this calculation, it has been assumed that only 25% of the feedstock would realistically be available for CBG and Briquette production – this is in line with assumptions considered for the SATAT scheme. Basis these assumptions, revenue potential from the above-mentioned businesses in FY2023 were INR 313.5 billion. The potential is likely to increase to INR 506.6 billion by FY2030, growing at a CAGR of 7%. 8.6. Current state of CBG production in India According to the information available on SATAT and GOBARdhan portal of Government of India, there are 96 functional CBG plants in India as on 08.05.2025 with a cumulate CBG production capacity of 561 Tons / day. Exhibit 8.7: Status of CBG production, India Besides, there are 2,227 active Letters of Intent (LOI) for setting up similar plants and in FY2025, 31,422 tonnes of CBG have been sold in the country. The above chart indicates approximately 2.5 times increase from 38 CBG plants, 225 Tons/day capacity at the end of October 2022. Advancements in technology have made the production of CBG more efficient and cost-effective, further boosting the market growth. Some of the renowned producers of CBG at present are Verbio India (33 TPD), Lakhimpur Kheri RNG (21.2 TPD), Jakraya Sugar (20 TPD), Reliance Bio Energy (20 TPD), Reliance Industries (20 TPD), Inodore Clean Energy (17 TPD), Sangrur RNG (14.8 TPD), Patiala RNG (14.8 TPD), Circle CBG India (14.6 TPD), HPCL (14.3 TPD), Bharat Biogas Energy (14.0 TPD) etc. 8.7. Current size of Indian Biogas Market and its growth Government programs and policies are set to drive exponential growth in India’s CBG sector. According to the ‘Gobardhan’ portal, there are 90 operational CBG plants, 8 completed, 161 under construction, and 372 in planning. These numbers are expected to increase significantly. Frost & Sullivan estimates that CBG production in India was 1.5 MMTPA in FY2025 and is projected to reach 30.6 MMTPA by FY2030. The market value is expected to grow from INR 82.5 billion in FY2025 to INR 1681.9 billion by FY2030, with a conservative CAGR of 80-85%. For example, HPCL has set up a plant in Budaun with an investment of INR 1,330 million, processing 100 MTPD of rice straw to produce 14 MTPD of CBG and 65 MTPD of solid manure. This plant will reduce stubble burning on 17,500- 20,000 acres, cutting 55,000 tons of CO2 emissions annually, and generating employment for 1,100 people. The government plans to establish 100 similar plants in Uttar Pradesh. 238Exhibit 8.8: Growth of Indian CBG market, in MMTPA and INR billion, FY2023 – FY2030E 8.8. Growth drivers and restraints of the Indian CBG market The growth of the Indian CBG sector is fueled by several factors that include supportive government, an abundant supply of organic waste, and a growing awareness about environmental sustainability. This could pave the way for a thriving CBG sector for the country. Exhibit 8.9: Key drivers for the growth of Indian Biogas Market Sl. No. Factors Short-Term Impact Long-Term Impact 1. Mandatory blending of This will stimulate demand for The CBG Blending Obligation (CBO) will 5% CBG from waste into CBG in the CGD sector. It will encourage significant investment and facilitate the CGD network by promote production and establishment of numerous CBG projects. It FY2029 consumption of CBG in the will lead to import substitution for Liquefied country. Natural Gas (LNG), saving in foreign exchange, and promoting circular economy. 2. Increasing awareness Immediate increase in demand for Sustained growth as more people adopts towards environmental biogas solutions. renewable energy solutions. sustainability 3. Government initiatives Increased funding and support for Creation of a favorable policy environment for promoting renewable biogas projects. renewable energy. energy 4. Rising adoption of Increased market demand for Shift towards renewable energy sources, renewable resources biogas. reducing dependence on fossil fuels. 5. Increasing installation of Growth in the biogas industry due Widespread adoption and normalization of energy sources to increased installations. biogas as a primary energy source. 6. Increasing utilization of More efficient use of waste Establishment of waste-to-energy as a wastes materials, boosting biogas standard practice, contributing to a circular production. economy. However, the sector is also affected with a few present-day challenges that have been listed below: Exhibit 8.10: Restraints hindering the growth of the Indian CBG Market Sl. No. Factors Short-Term Impact Long-Term Impact 1. High capital expenditure Potential deterrent for new entrants due Consolidation of the market, with larger to high initial costs. players dominating. 2. Supply chain related Limited availability or fluctuations in Potential long-term disruptions in the bottlenecks / availability of the supply of feedstock could lead to supply chain, affecting future projects. feedstocks delays or cancellations of ongoing projects and is a major operational challenge 8.9. Bio-methanation process and OREX as an Organic waste pre-treatment technology 239Bio-methanation is a process that converts hydrogen (H2) and carbon dioxide (CO2) into methane (CH4) through several key stages: • Hydrolysis: Complex organic compounds are broken down into simpler molecules by bacteria, preparing them for further processing. • Acidogenic Fermentation: These simpler molecules are further broken down, producing volatile fatty acids (VFAs) like acetic acid. • Hydrogen-Producing Acetogenesis: VFAs are converted into hydrogen (H2) and carbon dioxide (CO2), essential for methane production. • Methanogenesis: Methanogens use H2 and CO2 to produce methane (CH4). • OREX technology enhances this process by efficiently segregating municipal waste into organic and inorganic fractions. Exhibit 8.11: Bio-methanation process and OREX Technology The organic fraction, rich in moisture and organic matter, is used for bio-methanation, while the inorganic fraction is converted into high-quality Refuse Derived Fuel (RDF). This technology has capability to yield more than 150 Nm³ of biogas per ton of organic waste, higher than the industry average of 80-100 Nm³ per ton. 8.10. Plans of OMCs/CGD companies to enter Indian Biogas Market Oil Marketing Companies (OMCs) and City Gas Distribution (CGD) Companies are entering the Indian biogas market, driven by the rising demand for clean energy and the government's biogas production targets. With their extensive infrastructure, OMCs and CGDCs are expected to boost the sector's growth, advancing India's energy security and sustainability goals. 240In this evolving market, SFC Environmental Technologies Group have a clear edge over Original Equipment Manufacturers (OEMs). SFC's expertise in waste-to-energy solutions, strong regulatory relationships, and proven technologies make them well-suited to lead in biogas production and distribution. Collaborating with OMCs and CGD Companies, established players like SFC can accelerate market penetration and promote sustainable energy practices across India, reinforcing the nation's shift towards a greener future. Exhibit 8.12: OMC (Oil Marketing Companies) and CGD Companies and their interest in Indian Compressed Biogas Market OMC Plan Oil India Ltd. Oil India Ltd’s Board has given in principle approval for formation of a joint venture with Hindustan Waste Treatment Pvt. Ltd. (HWTPL) a subsidiary of SFC to take up initiatives for establishment of CBG projects with equity holding in the ratio of 50:50, subject to approval of DIPAM and other authorities. Oil and Natural Gas ONGC’s Board has given in principle approval for formation of a joint venture to Corporation Ltd. (ONGC) establish 15 waste-based compressed biogas (CBG) plants across India with two experienced companies: SFC and EverEnviro Resource Management Pvt. Ltd. Indraprastha Gas Ltd. (IGL) IGL has signed MOU with technology partners to establish Compressed Biogas (CBG) plants across four states: Delhi, Haryana, Rajasthan and Uttar Pradesh. Additionally, IGL has already empaneled two other partners for the same purpose. The biogas produced from these 19 plants shall be fed into IGL’s City Gas Distribution network. This partnership aims to produce 0.45 MMSCMD (Million Metric Standard Cubic Meters per Day) of biogas from waste, equivalent to approximately 5% of IGL's daily requirements. GAIL (India) Limited GAIL (India) Ltd. plans to set up around 26 Bio CNG plants over the next two to three years, both as producers as well as joint venture partners with raw material suppliers or biogas producers. The company has issued an Expression of Interest across India, for companies qualifying with certain parameters to form joint ventures for raw materials such as paddy straw, municipal solid waste and sugar. Mahanagar Gas Ltd. (MGL) MGL is expected to invest over INR 600 Crores in constructing and operationalizing 1000 Ton per day segregated organic municipal solid waste (MSW) based compressed biogas plant at Deonar, Mumbai. Indian Oil Corporation IOCL has shown interest in the SATAT initiative and is planning to procure CBG Limited (IOCL) from potential entrepreneurs. Bharat Petroleum Corporation BPCL is also part of the SATAT initiative and is planning to set up CBG plants across Limited (BPCL) the country. Hindustan Petroleum HPCL is planning to offer a delivered price for procurement of CBG, with additional Corporation Limited(HPCL) incentives based on the delivery distance and current CNG market price. Reliance Industries Limited RIL plans to set up more than 50 compressed biogas (CBG) plants in the next two (RIL) years at a cost of over INR 50 billion. They have already set up two CBG demo units at its refinery facility in Jamnagar and commissioned the first commercial-scale CBG plant at Barabanki in Uttar Pradesh. Essar Oil Essar Oil has shown interest in the SATAT initiative and is planning to procure CBG from potential entrepreneurs. Nayara Energy Nayara Energy is also part of the SATAT initiative and is planning to set up CBG plants across the country. Source: Frost & Sullivan research 8.11. Municipal Wet Waste to Biogas generation and selling as CNG/PNG Municipal wet waste, such as food scraps and yard trimmings, can be converted into biogas through shredding, mixing with water, and anaerobic digestion, producing methane and carbon dioxide. This biogas can be purified to create Compressed Natural Gas (CNG) or Piped Natural Gas (PNG). The Ministry of New and Renewable Energy supports Waste to Energy projects for Biogas, Bio-CNG, and Power from various wastes. For example, a plant processing 20 tons of fruit and vegetable waste daily can yield about 2,400 m³ of Bio-CNG. Key factors for successful conversion include waste availability, collection costs, and digester facilities. 8.12. Leading Biogas Technology Suppliers 241The Indian biogas market is dynamic, with key biogas technology suppliers shaping its trajectory. In the table above, we spotlight the leading biogas technology suppliers operating within India. These companies contribute significantly to the nation’s sustainable energy objectives by advancing biogas adoption, waste-to-energy initiatives, and environmental stewardship. Exhibit 8.13: Leading MSW treatment companies providing Waste to Energy (WTE) Solutions Company Products / Solutions Description SFC Technology solutions for solid SFC provides solutions for Solid Waste Treatment, including project Environmental waste treatment comprising development, design and engineering, equipment supply, construction Technologies design, engineering, turnkey and commissioning, and long-term operation and maintenance. SFC solutions and O&M also offer turnkey solutions through an engineering, procurement and construction (“EPC”) model. SFC's principal technology is OREX, which is their proprietary technology, designed to separate biodegradable organics from inorganic materials and lignocellulosic fibres from mixed municipal wastes. Ecogreen Energy Waste Collection & Ecogreen Energy is a waste management and waste-to-energy Transportation, Waste company in India. It provides door to door waste collection service, Processing & Treatment, transportation of waste to plant sites where the waste is segregated and Waste to Energy, Construction then converted into organic compost, electricity, and RDF (Refuse & Demolition Waste Derived Fuel). Management Antony Lara Waste-to-Energy The company focuses on comprehensive operations of collection, Renewable Energy transportation, treatment and disposal of municipal solid waste. Abellon Clean Waste to Energy, Extended Abellon Clean Energy is an integrated sustainable energy solutions Energy Producer Responsibility, provider. The company’s primary business is energy generation from Biomass Heat & Transport, waste. The company has entered into a technical agreement with EPC3 Germany’s Agraferm Group for setting up biogas plants across India. In the first phase, the company will set up biogas plants in Gujarat and later, on a pan-India basis, with technical support from Agraferm Group. 8.13. Threats and challenges to SFC Technologies and its products and services A. Challenges specific to the End user industry Municipal Authorities: Ageing infrastructure, inadequate collection systems, and weak enforcement of industrial pre-treatment are major challenges, leading to pollution. Upgrading infrastructure, enhancing waste collection, and enforcing stricter regulations are needed. Households and Residential Communities: Inefficient waste management stems from poor source segregation, mixing recyclables, food scraps, and non-biodegradables. Encouraging waste segregation and promoting composting are vital for improved management. Industries: High installation and maintenance costs deter biogas adoption. Limited awareness of financial benefits and technology also hampers uptake. Government incentives and awareness programs can boost adoption. B. Challenges specific to SFC Environmental Technologies SFC Environmental Technologies faces standard industry risks, including competition from both established and new players, and economic fluctuations affecting project budgets and investment. Domestic market uncertainties and changes in government policies, such as levies or exemptions on imported materials, can impact sales and profit margins. For example, fluctuations in steel or plastic prices and changes in government subsidies may influence project costs and demand for SFC's solutions. 9. AGRO WASTE TO BIOGAS MARKET IN INDIA 9.1. Introduction A. Agro-Waste (crop residues, husks, straw, stubble, sugarcane bagasse, press mud, etc.) Agro-waste, or agricultural waste, refers to the by-products and residues generated from various agricultural activities, including crop cultivation, harvesting, and processing. It encompasses a wide range of organic materials that are typically not the main products but are left behind after harvesting or processing crops. Common types of Agro-waste 242include crop residues like stalks, stems, and leaves that remain in the field post-harvest; trash (such as sugarcane trash, soybean thrash and castor thrash) straw (especially from cereals like wheat, maize and rice); and stubble, the short stalks left after cutting crops. Agro-industrial processing produces other forms of waste. Sugarcane bagasse, the fibrous residue left after extracting juice from sugarcane, and press mud, a by-product of sugar processing, corn cobs after taking out the corn, chikori shells are key examples. These materials are often underutilized or discarded, leading to environmental challenges such as open burning or improper dumping. Despite being considered waste, these materials are rich in cellulose and organic matter, making them valuable for bioenergy, composting, and other sustainable applications. Efficient management and recycling of Agro-waste not only reduce environmental pollution but also promote circular economy practices in agriculture, contributing to energy generation, soil health, and sustainable rural development. B. Potential for energy generation - Compressed Biogas (CBG) and Biomethane Agro-waste holds significant potential for renewable energy generation, particularly in the form of CBG (Compressed Biogas) and biomethane. These gases are produced through anaerobic digestion, where microorganisms break down organic Agro-waste in the absence of oxygen, generating biogas that can be upgraded to biomethane or compressed into CBG for use as fuel. The CBG thus produced has similar properties to CNG (Compressed Natural Gas) and can be used in transport, industry, or reticulated system (piped gas for homes). Moreover, the digestate (by-product) serves as a nutrient-rich bio-fertilizer, closing the agricultural loop. C. Although Market quantification is limited, policy interest and pilot-level activity are growing Although the quantification of the Agro-waste biogas market remains limited due to fragmented data and varying collection efficiencies, there is a growing policy interest and pilot-level activity in this sector. The diverse nature and seasonal availability of Agro-waste make it challenging to develop precise market estimates, but the untapped potential is widely acknowledged. Governments and stakeholders are increasingly recognizing Agro-waste as a strategic resource for clean energy, particularly for producing biogas, CBG, and biomethane. Initiatives such as India’s SATAT (Sustainable Alternative Towards Affordable Transportation) scheme are encouraging public and private players to invest in CBG plants using agricultural residues like press mud, straw, and sugarcane bagasse. Several pilot projects and decentralized biogas units are being set up across rural areas to demonstrate the viability of Agro-waste as feedstock. These efforts aim to create scalable models for waste-to-energy conversion, improve rural energy access, and reduce reliance on fossil fuels. While commercial deployment is still in its early stages, increased funding, technological support, and regulatory incentives are expected to drive the growth of the Agro-waste biogas sector in the coming years, aligning with broader climate and energy security goals. 9.2. Policy & Regulatory Support India’s government has implemented a series of forward-looking policies and programs to promote the conversion of agricultural waste into biogas and CBG. These efforts aim to address environmental issues like crop burning, improve rural energy access, create green jobs, and reduce dependence on imported fossil fuels. The following are the most significant schemes and mechanisms currently in place A. SATAT initiative (Sustainable Alternative Towards Affordable Transportation) by MoPNG (Ministry of Petroleum and Natural Gas) (2018) The SATAT initiative, launched in 2018 by the (MoPNG), is a flagship program aimed at boosting the production and usage of CBG in India. The initiative originally set a target of establishing 5,000 CBG plants by 2023–24, which has since been extended to allow for greater participation and execution. The goal is to utilize abundant agricultural residues and organic waste—such as crop stubble, cattle dung, and press mud—to produce CBG. The produced CBG is intended to be used as a cleaner, renewable automotive fuel and can also be injected into the existing CGD (City Gas Distribution) network as a substitute for natural gas. The SATAT initiative is market-driven and provides long- term offtake security through LOIs (Letters of Intent) from OMCs (Oil Marketing Companies) such as IOCL (Indian Oil corporation Limited), BPCL (Bharat Petroleum Corporation Limited), and HPCL (Hindustan Petroleum Corporation Limited), encouraging private investment in biogas infrastructure. B. National Bio-Energy Programme (2022–2026) by MNRE (Ministry of New and Renewable Energy) The National Bio-Energy Programme (2022–2026), introduced by the MNRE, serves as an umbrella scheme to promote energy generation from various biomass sources, including Agro-waste. This program provides financial and 243technical support for a wide range of waste-to-energy projects. It includes three major components: the Waste to Energy Programme, the Biogas Programme, and the Biomass Programme. Specifically, the scheme supports the construction of biogas and biomethanation plants that use agricultural residues such as sugarcane press mud, paddy straw, maize cobs, and cotton stalks. CFA (Central Financial Assistance) is offered to qualified developers based on project capacity and technology type. The program is designed to encourage both small-scale rural biogas plants and large-scale commercial CBG units, contributing to energy access, environmental sustainability, and rural economic development. C. BPA (Biogas Purchase Agreements): Indian Oil, BPCL, HPCL inviting long-term offtake contracts BPAs are being offered by major Oil Marketing Companies—IOCL, BPCL, and HPCL. These agreements provide long-term purchase commitments to biogas producers, ensuring a steady market for CBG. This procurement support reduces revenue uncertainty for plant operators and improves the bankability of projects. Under these agreements, CBG producers are assured offtake at pre-agreed prices, enabling them to secure financing more easily. The inclusion of biogas into the national fuel mix underlines the government’s commitment to building a robust green gas infrastructure. 9.3. Drivers and Opportunities A. Agro-residue burning and air pollution One of the most critical environmental challenges in India is crop residue burning, particularly in the states of Punjab and Haryana. After harvesting paddy, farmers burn the leftover stubble in their fields to quickly prepare for the next crop (usually wheat). This practice contributes heavily to air pollution, including toxic smog that blankets the NCR (National Capital Region) each winter. Agro-waste biogas projects offer a practical solution by monetizing crop residues, such as paddy straw and wheat stubble, turning them into valuable fuel (CBG). This reduces the incentive to burn and offers farmers an alternative income stream, while helping to curb severe public health and environmental impacts. B. Rural energy access and decentralized solutions: Many rural and semi-urban regions in India still face energy access challenges, including irregular electricity and limited access to clean cooking fuel. Biogas and CBG units, especially decentralized and modular systems, can be installed near agricultural hubs or villages where Agro-waste is abundantly available. These systems provide localized energy solutions for cooking, heating, or even small-scale power generation. C. Circular economy – converting farm waste to fuel, manure, and income: Agro-waste biogas fits squarely within the principles of a circular economy, where waste streams are repurposed into useful resources. In this model: Farm waste (such as sugarcane press mud, maize stalks, banana waste, and cotton residue) is converted into renewable fuel (CBG). The emerging technologies like dual fuel retro fitment (Diesel +CBG injection in the diesel CI engines) will enable farmers and sugar factories to drive their diesel driven tractors and vehicles to operate with 65% substitution of diesel marking an important initiative in circular economy. The process also produces digestate, a by-product that serves as an organic fertilizer, enriching soil and reducing the need for synthetic chemicals. Farmers can earn income by supplying crop residues to biogas plants or even participate as stakeholders in local projects. This closed-loop system boosts agricultural productivity, improves soil health, and creates new rural business models, turning pollution sources into economic opportunities. D. Government push for import substitution of CNG/LNG: India imports a significant portion of its energy, including CNG and LNG (Liquefied Natural Gas), which impacts the country’s foreign exchange reserves and energy security. CBG is chemically similar to CNG and can be used 244interchangeably in transport and industrial applications. By promoting domestic production of CBG from Agro-waste, the government aims to reduce reliance on imported fuels. E. Carbon credits and ESG commitments by large firms: As the global focus on sustainability and decarbonization intensifies, large corporations in India are under increasing pressure to meet ESG criteria. Biogas and CBG projects help companies lower their carbon footprints, qualify for carbon credits, and fulfill net-zero goals. Under the Sustainable Alternative Towards Affordable Transportation (SATAT) initiative, India plans to establish 5,000 CBG plants by 2030, targeting an annual production capacity of 15 million tonnes. This expansion is expected to yield around 15,000 tonnes of CBG daily, displacing nearly 14,000 tonnes of fossil-based natural gas each day and reducing methane-equivalent carbon emissions by approximately 20 million tonnes CO₂e per year. F. Potential integration with captive gas use in industries: Industries with continuous thermal energy or gas needs — such as distilleries, sugar mills, paper manufacturing, and food processing — can directly integrate CBG plants with their operations. 9.4. Project Activity and Early Commercial Examples Several pilot and commercial projects have emerged, demonstrating the practical potential and growing interest in Agro-waste-based biogas and CBG production. These projects, often supported by government initiatives and private investments, highlight how diverse feedstocks and innovative business models are being harnessed to build a sustainable bioenergy sector. • Leading OMCs like IOCL, BPCL, and HPCL have played a significant role by issuing LOIs to numerous developers and entrepreneurs for the purchase of CBG. These LOIs serve as long-term agreements ensuring offtake of CBG, providing financial certainty and encouraging investments in setting up CBG plants. This demand assurance has helped catalyze several pilot and commercial biogas projects across the country. • Among the emerging players driving innovation and deployment in this space are startups like GPS Renewables and EverEnviro. These companies specialize in biogas technology, project development, and providing end-to- end solutions for Agro-waste to CBG conversion. Additionally, industry associations such as the Indian Biogas Association have been instrumental in fostering collaboration, knowledge-sharing, and advocacy for the biogas sector, helping startups and existing players navigate policy frameworks and market opportunities. • Use cases: o Sugarcane press mud to biogas: In the sugar industry, press mud—a by-product from sugar extraction—is rich in organic material and well-suited for anaerobic digestion. Converting press mud into biogas helps sugar mills reduce waste disposal costs and generate renewable energy. o Paddy straw and wheat stubble: Common agricultural residues in northern states like Punjab, Haryana, and Uttar Pradesh, these materials are increasingly diverted from burning to biogas production, helping address air pollution while producing fuel. o Cotton stalks in Maharashtra: Cotton farming generates large volumes of stalks post-harvest, which are often underutilized. Biogas projects using cotton stalks offer farmers an additional revenue stream and reduce environmental impact. o Maize cobs, banana peels, and other residues: Various other crop residues and organic waste from horticulture and food processing are also being used as feedstock, showcasing the adaptability of biogas technology to diverse Agro-waste streams. 9.5. Challenges and Barriers A. High capex and long payback periods One of the most significant hurdles is the high capital expenditure required to set up a CBG plant. Biogas projects— especially those using agricultural residues—require substantial investment in feedstock handling systems, anaerobic 245digesters, gas purification units, compression infrastructure, and storage. In addition, these projects often face long payback periods, particularly when operated at small or medium scales. Without concessional finance or performance- linked incentives, this can discourage private players, especially rural entrepreneurs or farmer cooperatives, from entering the market. B. Challenges in the aggregation, storage, and logistics of Agro-waste Aggregation, storage, and logistics of Agro-waste, which is often decentralized, bulky, and seasonally available. Farmers produce different types of biomasses at different times of the year, and collecting enough uniform feedstock to ensure consistent plant operation is difficult. Transportation costs for low-density materials like straw or stalks are high, and spoilage during storage is common, especially during the monsoon season. C. Inconsistent supply chain and feedstock moisture content Biogas production efficiency is sensitive to the composition and quality of the feedstock. Variations in organic content, high moisture levels, or contamination can reduce gas yields or damage equipment. Maintaining a stable supply chain of clean, appropriately processed Agro-waste is crucial for plant efficiency and reliability. D. Limited awareness and skilled manpower in rural areas Biogas plants require regular monitoring, process control, and maintenance. However, many rural areas lack trained technicians or operators familiar with anaerobic digestion and gas purification processes. This results in suboptimal plant performance, operational downtime, and in some cases, project failure. E. Delay in policy implementation, land acquisition, and regulatory clearances Although central government schemes like SATAT and the National Bio-Energy Programme are well-conceived, bureaucratic delays at the state and district levels often impede timely execution. Acquiring land for plant setup, securing environmental permissions, and connecting to grid or transport infrastructure can be time-consuming and unpredictable. 9.6. Outlook and Conclusion Among the various bioenergy technologies in India—such as bioethanol, biodiesel, biomass gasification, and traditional biogas—CBG from Agro-waste stands out as a particularly fast-moving segment. This is primarily due to strong and sustained government policy support, particularly the SATAT initiative and the National Bio-Energy Programme, which provide a clear roadmap, financial incentives, and market linkages for project developers. A promising medium-term opportunity lies in strategically co-locating CBG plants with Agro-processing zones such as sugar mills, rice mills, food processing hubs, and Agri-industrial parks. These facilities generate large volumes of consistent, localized Agro-waste such as sugarcane press mud, paddy husk, maize cobs, and fruit/vegetable residues, which can serve as ready feedstock for biogas plants. Co-locating reduces transportation costs and logistical complexity, while also ensuring year-round feedstock availability. Moreover, Agro-processing clusters typically require significant thermal or electrical energy, offering a built-in demand for the biogas or biomethane produced. Such captive consumption models can improve project economics and reduce the payback period. While progress is accelerating, achieving nationwide scale in Agro-waste-based CBG will likely require 10 to 15 years, given the sector’s complex value chain and infrastructure requirements. Large-scale deployment will depend on overcoming current challenges related to capital investment, feedstock logistics, technology standardization, and regulatory alignment across states. Crucially, the role of OMCs as anchor buyers under the SATAT scheme will remain vital. Their long-term offtake agreements provide price stability and commercial viability for CBG producers. As more CBG is blended into India’s transport and industrial fuel mix, OMCs can facilitate grid integration and distribution. In parallel, carbon markets and sustainability-linked finance mechanisms—such as green bonds, ESG- linked loans, and carbon offset revenues—will become increasingly important. These tools will help unlock lower- cost capital and improve project returns, especially as corporate demand for green energy rises. As India’s climate commitments intensify and energy demand grows, Agro-waste CBG is poised to become a key component of the national clean energy strategy. With the right policy, market, and financing frameworks in place, the sector is well- positioned to scale sustainably over the next decade and beyond. 10. SOLAR SLUDGE DRYING SYSTEM 10.1. Industry Overview India and Global - Historical evolution, adoption trends, and typical applications 246A. Historical Evolution Early Global Development (1980s–2000s) Origin in Europe: The concept of using solar energy to dry sewage sludge emerged prominently in Europe during the late 1980s and early 1990s. Germany and Austria were at the forefront of this innovation, driven by increasingly stringent environmental regulations, including restrictions on landfilling untreated or minimally treated sludge. Technology Pioneers: As technology evolved, systems became more sophisticated with the incorporation of: • Green House: Transparent Green House made up of Polycarbonate sheets to entrap heat from solar radiations to facilitate evaporation of moisture from sludge. • Sludge tillers/ turners: Mechanized devices that agitate the sludge periodically to improve airflow and evaporation. • Forced ventilation: Fans to enhance air exchange and control humidity inside the structure. • Temperature regulation: Basic sensors to monitor and optimize the drying environment. This evolution helped overcome challenges such as uneven drying, odor management, and weather dependence. Global Expansion and Technological Advancements (2000s–2010s) Adoption Across Climates: By the early 2000s, successful European installations sparked interest globally. Countries in Southern Europe, North America, and eventually the Middle East and Asia began implementing solar sludge drying systems. Each region adapted the technology based on climatic conditions, sludge characteristics, and policy environments. Hybrid Innovations: A significant innovation during this period was the development of hybrid systems—combining solar energy with auxiliary heating sources such as: • Biogas from anaerobic digestion • Waste heat from industrial processes • Solar-thermal collectors Evolution in India (2010s–Present) Traditional Roots: India has a long tradition of using sun drying for agricultural products and organic waste, including sludge. In rural and semi-urban areas, sludge from septic tanks or small treatment units was often spread in open drying beds or fields, allowing natural evaporation. However, this method was labor-intensive, space-consuming, and often resulted in odor and hygiene issues. Modern Adoption: The 2010s saw a transformation in India’s approach to sludge management, driven by major developments, as a result, solar sludge drying began to be integrated into FSTPs (Faecal Sludge Treatment Plants) and ETPs (Effluent Treatment Plants) across urban and peri-urban India. These systems offered a cost-effective and scalable solution for municipalities and industries seeking low-energy sludge treatment. B. Adoption trends Global Adoption Trends: • Adoption is particularly strong in regions with abundant sunlight, such as Asia-Pacific (notably India and China), Africa, and South America. These regions benefit from both environmental conditions and government incentives promoting renewable energy. 247• Commercial applications dominate the market due to higher volume requirements in industrial settings, but there is also rapid growth in the individual and small-scale user segments. • Technological innovation is a key trend, including the integration of smart controls, hybrid systems (combining solar with other renewables), and improved design for efficiency and user-friendliness. • The adoption is expanding in pharmaceuticals, and textiles due to the demand for controlled, cost-effective, and environmentally friendly drying processes. • Regulatory support, rising energy costs, and increased awareness of sustainability are significant catalysts for adoption worldwide. Indian Adoption Trends: • India is one of the leading markets for solar sludge drying systems, supported by rapid industrialization, and strong government policies incentivizing renewable energy adoption. • The commercial segment, including municipal wastewater treatment and industries, is particularly active, with businesses attracted by the low operational costs and environmental benefits of solar drying. • Government initiatives and subsidies have significantly boosted adoption, making solar dryers a cost-effective alternative to traditional drying methods in regions with high solar irradiance. The Indian government, through MoHUA, has issued advisories promoting the use of solar greenhouse dryers for safe and efficient treatment and reuse of sewage sludge. These advisories include technical designs and cost details for solar sludge dryers, aiming to improve the quality of biosolids, reduce drying time, and promote safe disposal and reuse practices. The initiative is part of a broader push to achieve sustainable sanitation and environmental goals, including the Sustainable Development Goals (SDGs) • India's solar dryer market is also characterized by scalability, accommodating both small and large-scale operations, and by increasing sophistication in commercial installations, such as automated control systems and higher hygiene standards. • The market is expected to continue expanding rapidly, fueled by the need for efficient post-harvest management, and the push for sustainable industrial practices. C. Applications WWTPs (Wastewater Treatment Plants) • Solar sludge drying is widely used to treat sludge generated from municipal and industrial wastewater treatment plants. • The primary goals are to reduce sludge volume, lower disposal costs, and improve handling by converting wet sludge into a dry, stable product. • The process also helps in pathogen reduction and stabilization of organic and inorganic contaminants, making the end product safer for further use or disposal. Exhibit 10.1: Applications, Solar Sludge Dryer 248FSTPs (Faecal Sludge Treatment Plants) • Solar drying is increasingly adopted for faecal sludge management, particularly in regions with high solar irradiance and limited access to conventional energy sources. • The technology reduces the volume and pathogen content of faecal sludge, producing a dry material that can be safely disposed of or repurposed as fertilizer or fuel. Industrial Sludge Management • Solar drying systems are used for chemical and industrial sludge, including those from pharmaceuticals, and other manufacturing sectors. • The process is especially valuable where contaminants (e.g., heavy metals, antibiotics) make traditional disposal methods problematic, and where energy efficiency is a priority. Waste-to-Energy Initiatives • Dried sludge with high calorific value (up to 9–12 MJ/kg) can serve as a renewable fuel source, supporting local energy production and reducing reliance on fossil fuels. This energy recovery is gaining traction as energy prices rise and the demand for CO₂-neutral fuels increases. Compositing in Municipal Solid Waste Plant • Sludge generated from the treatment of organic municipal solid waste can be processed into high-quality compost, contributing to sustainable soil management, reducing the burden on landfills and increase in circular economy practices. Land Reclamation and Safe Disposal • In cases where reuse is not feasible, solar-dried sludge is easier and safer to transport and dispose of in landfills or for land reclamation projects due to its reduced volume and stabilized nature. 10.2. Market Size India and Global - Current and projected market size The global Solar Sludge Dryer market was valued at USD 230.40 Mn in CY2020 and grew to USD 240.70 million in CY2024. It is estimated to reach USD 254.44 Mn in CY2025E and is forecasted to grow to USD 376.93 Mn by CY2030F, registering a CAGR of 8.18% from CY2025E to CY2030F. This growth is driven by increasing environmental awareness, regulatory push for sustainable waste treatment, and rising adoption of energy-efficient drying technologies. Emerging markets, particularly in Asia-Pacific, are expected to contribute significantly to future demand due to infrastructure development and industrial expansion. Exhibit 10.2: Solar Sludge Dryer Market (In USD Million), Global, CY2020 – CY2030F 249Exhibit 10.3: Solar Sludge Dryer Market (In INR Billion), India, FY2020 – FY2030F The Indian Solar Sludge Dryer market was valued at INR 1.30 Bn in FY2020 and grew to INR 2.02 Bn by FY2024. It reached INR 2.16 Bn in FY2025 and is forecasted to grow to INR 3.84 Bn by FY2030F, registering a strong CAGR of 12.19% between FY2025 and FY2030F. This growth is fueled by rising environmental concerns, government initiatives promoting sustainable waste management, and increasing adoption of energy-efficient drying solutions by municipalities and industries. With rapid urbanisation and stricter regulations on sludge disposal, solar sludge dryers are emerging as a cost-effective and eco-friendly solution across India. 10.3. Future growth prospects - Regulatory support and environmental drivers A. Regulatory Support Global Regulatory Landscape: Regulatory frameworks worldwide are increasingly supporting sustainable wastewater and sludge management, creating a favorable environment for solar sludge drying systems. In the European Union, landmark regulations like the Urban Waste Water Treatment Directive (91/271/EEC) mandate stringent treatment and safe disposal of sewage sludge. Additionally, the EU Circular Economy Action Plan encourages resource recovery, including the reuse of treated sludge as soil conditioner or fuel—applications well- suited to solar-dried sludge. In the United States, the EPA (Environmental Protection Agency) regulates biosolids under 40 CFR Part 503, encouraging environmentally sound practices such as land application, which require sludge to meet specific pathogen and solids content standards—achievable through solar drying. In MENA and Southeast Asia, water reuse and zero-waste policies are pushing for decentralized sludge treatment options. National governments increasingly favor low-energy, low-emission technologies that align with climate goals and water resource management. Regulatory Drivers in India: In India, solar sludge drying is being promoted through a combination of environmental regulations and sanitation missions: • Swachh Bharat Abhiyan (Urban & Rural): Emphasizes safe FSSM (Faecal Sludge and Septage management), especially in non-sewered areas. • NFSSM (National Faecal Sludge and Septage Management) Policy: Encourages decentralized sludge treatment, were solar drying fits naturally. • ZLD (Zero Liquid Discharge) norms: Mandated by the CPCB for industries like textiles, and chemicals, making sludge drying essential. • State-level Urban Development Policies: Encourage cost-effective sludge treatment in small and medium towns through PPP models and infrastructure subsidies. B. Environmental Drivers Climate Change and Carbon Reduction Goals: One of the primary environmental drivers is the need to reduce GHG (Greenhouse Gas) emissions. Traditional sludge drying methods—such as thermal dryers and 250Exhibit 10.4: Environmental Drivers, Solar Sludge Dryer incineration—are energy-intensive and contribute significantly to carbon emissions. In contrast, solar sludge drying systems utilize renewable solar energy, significantly lowering operational carbon footprints. This aligns with national and international climate action plans and net-zero targets, particularly under the Paris Agreement and various NDCs (Nationally Determined Contributions). Resource Efficiency and Circular Economy: Solar drying supports circular economy principles by converting wet sludge into a dry, stable product suitable for reuse. Dried sludge can be: • Used as a soil conditioner in agriculture (kindly give potential market size (India or Globally) for use of dried sludge as soil conditioner) • Co-processed in cement kilns or waste-to-energy plants (kindly give Potential market size (India or Globally) for use in cement industry • Safely landfilled with reduced leachate generation This resource recovery potential reduces dependence on chemical fertilizers, offsets fossil fuel use, and diverts waste from landfills. Water Pollution and Public Health: Untreated or improperly disposed sludge poses serious risks to groundwater and surface water quality. Even under conservative estimates, India’s Sewage Treatment Plants (STPs) are currently generating approximately 104,210 tonnes of sewage sludge per day. This volume is projected to rise significantly to around 186,347 tonnes per day if the country achieves 50% wastewater treatment coverage in the near future. Solar drying reduces sludge volume and pathogens, supporting safe handling and disposal. This is especially important in developing countries, where wastewater infrastructure is often inadequate. Adaptation to Decentralized Systems: As cities adopt decentralized wastewater treatment approaches, particularly in non-sewered or peri-urban areas, solar drying emerges as an ideal low-cost, low-maintenance solution with minimal environmental impact. 10.4. Key players/technologies - Leading companies, their offerings and Technology Exhibit 10.5: Key Players and Technology Company Name Head Quarters Year Found Technology Huber SE Berching, Germany 1999 HUBER Sludge Turner SOLSTICE Sludge Drying and Sludge Disinfection and Reuse Thermo-System Esslingen, 1997 Automation and Control, Sludge Manager, Sludge Tiller Germany Redco Istanbul, Türkiye 2012 Solar Drying, BOBO sludge drying robot, PLC, Moving steel bridge and an adjustable rotary drum Arges Ankara, Turkey 1985 Solar sludge drying system, and sludge thickener Solartiger Gurten, Austria 2004 Hexagonal Rotating Drum, Air Scrubber and Biological filter. Biological and chemical processes 251IST-Anlagenbau Neuenburg am 1994 Turning and Conveying Machine, Technology of odor GmbH Rhein elimination (Zerodor) Germany Arvind Envisol Ahmedabad, India 2008 Traveling bridge mixer, Advanced low-temperature drying Ltd and dehumidification technology, advanced automatic control technology and centralized monitoring of equipment. Thermarex Surat, India 2020 Electric Mole, speed-controlled wall fans, central PLC equipped with ClimaControl software. ATR Solar Madurai, India 2002 Solar Power Tower and Solar FSTP drying, and solar green house dryers, Aadhi Solar Tirupur, India 2009 Air heater, Electric heater etc. IST-Anlagenbau GmbH, subsidiary of SFC Environmental Technologies Limited, is well recognised player in Solar Sludge Dryer market with more than 30 years of industry experience. 11. COMPETITIVE BENCHMARKING Leading players in the waste management market are crucial to India's sustainability goals. Increased urbanization and industrial activities have led to higher wastewater generation, making its treatment and reuse vital for addressing water scarcity and preventing pollution. Companies specializing in wastewater treatment are advancing sustainable practices and addressing environmental challenges, paving the way for a more sustainable future. 11.1. Operational Benchmarking A. Profile 1: SFC Environmental Technologies Pvt. Ltd. Company Overview • Established in 2005 and based in Navi Mumbai, India, SFC Environmental Technologies (Origin and Ltd. is an environmental technology company offering technologies and engineering Incorporation year solutions in the field of wastewater treatment (“WWT”) and solid waste treatment must be included) (“SWT”) Key Technologies • C-Tech • OREX Solutions Offerings • Waste water treatment • Solid waste treatment • Agro waste treatment Key Clients • Enviro Infra Engineers Ltd. • Ramky Infrastructures • EMS Ltd. • Toshiba Water Solutions Pvt. Ltd. • GVPR Engineers Ltd. • HNB Engineers Pvt. Ltd. • Gharpure Engineering & Constructions Pvt. • Goa Waste Municipal Corporation Ltd. B. Profile 2: Thermax Company Overview • Founded in 1966 and headquartered in Pune, India, Thermax is an engineering company (Origin and providing sustainable solutions in the areas of energy and environment. The company's Incorporation year reach spans 86 countries, serving industrial and commercial clients with energy-efficient must be included) and eco-friendly operations. Key Technologies • Eco-friendly power • Cooling from heat waste 252• Water recycling • Emission control • Waste heat energy Product Offerings • Waste Heat Recovery • Oil and Gas Sector Services • Waste to Energy Conversion • Energy Environment Solutions • Water and Waste Solutions • Steam Accessories Key Clients • GAIL India • ONGC Mangalore Refinery • Daimler • JK Cement Works • Tata Communications • Tata Sponge Iron C. Profile 3: Praj Industries Company Overview • Established in 1983 and headquartered in Pune, India, the company specializes in biofuels, (Origin and bioenergy, renewable energy, circular economy, green fuels, brewery, beer, alcohol, Incorporation year ethanol, water and wastewater treatment, process equipment, distillation, oil and gas, bio must be included) CNG, bio methanation, bio mobility, and renewable chemicals and materials. Key Technologies • EcoCoolTM • RenGasTM • MAXIMOLTM • efinityTM • PROFIITTM (Process Optimized Flexible • CellunitiTM Integrated Incineration Technology) • BIOSYRUPTM Product Offerings • Bio Energy- 1G Ethanol, Bio Ethanol and • ZLD & resource recovery Compressed Biogas • Solvent recovery system • Praj Hipurity Systems • Total Water Management • Critical Process Equipment & Skids • VAS (value-added services) Key Clients • Incauca • British Sugars • Addax Petroleum • Seagrams • Bajaj Hindustan Ltd • Vivergo Fuels • Globus Spirits • ThaiBev D. Profile 4: Ion Exchange Company Overview • Established in 1964 and headquartered in Mumbai, India, Ion Exchange is a solution (Origin and provider in water and environment management solutions. The company provides Incorporation year comprehensive solutions for water, wastewater, solid waste, and waste-to-energy sectors. must be included) Key Technologies • Complete Environmental Management Solutions Product Offerings • Membranes • Activated Sludge Plants 253• Instruments & Automation • Membrane Bioreactor (MBR) Systems • Consumer Products • Sewage Treatment Plants (STPs) • Zero Liquid Discharge (ZLD) Systems Key Clients • Emirates Steel • Rockwool • SAIL • Dabur • Unilever • Ranbaxy E. Profile 5: Xylem Water Solutions Company Overview • Established in 2011 and headquartered in Bengaluru, Karnataka, Xylem Water Solutions (Origin and India Private Limited is a solution provider in the global water technology sector. Xylem Incorporation year offers a comprehensive range of solutions including water and wastewater transport, must be included) treatment, test, and efficient use. Key Technologies • Water Reuse Technology • Energy Efficient Pumping Solutions Product Offerings • Analysis, Monitoring & Control Instruments • Metrology for Utilities and Equipment • Mixing & Mixing Equipment • Communications & Data Transfer • Pumps & Packaged Pump Systems • Gas Infusion Systems • Water and Wastewater Treatment • Hydro Turbines Solutions Key Clients • AC Fire pump • Godwin • Bell & Gossett • Jabsco • Flojet • Leopold • Flygt • Lowara F. Profile 6: Alfa Laval Company Overview • Alfa Laval, founded in 1883 and based in Lund, Sweden, is a leading global provider of (Origin and first-rate products in the areas of heat transfer, separation, and fluid handling. Alfa Laval’s Incorporation year innovative solutions are used to heat, cool, separate, and transport products such as oil, must be included) water, chemicals, beverages, foodstuffs, starch, and pharmaceuticals. Key Technologies • Heat Transfer • Separation • Fluid Handling Product Offerings • Automatic back-flushing filters • Freshwater generation • Ballast Water Treatment Systems • Heat exchangers. 254• Boilers • Heaters • Brewery solutions • Membranes • Bulk solutions • Pump control system. Key Clients • Arkema • Lanxess • Rhodia Brasil • Dow Wolff Cellulosics • BASF • Balaji Amines 11.2. Financial benchmarking Exhibit 11.1: Revenue from the operation, EBITDA, EBITDA Margin, PAT of key competitors, value in INR Million, FY2023 – FY2025 Revenue from Operations Y-O-Y growth is calculated as (Current year revenue – previous year revenue)/ previous year revenue; EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less other income as per the Restated Consolidated Financial Information. EBITDA Margin is calculated as EBITDA/Revenue from Operations Exhibit 11.2: PAT, PAT Margin, RoCE, RoE, Net Debt of key competitors, India, FY2023 – FY2025 255PAT Margin is calculated as PAT/Revenue from Operations. RoCE is calculated as a percentage of earnings before interest and taxes (EBIT) / total equity plus total borrowings plus deferred tax liabilities minus deferred tax assets as per the Restated Consolidated Financial Information. EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs. RoE is calculated as total profit after tax for the year divided by average total equity. Net Debt is calculated as (Long-Term borrowings + Short-Term borrowings) – (Cash & Cash Equivalents + Bank Balance Other than Cash and Cash Equivalents). Exhibit 11.3: Net worth, Debt to Equity, Fixed Asset Turnover Ratio, Cash Conversion Cycle, Total Order Book, FY2023 – FY2025 256Net worth is calculated as total equity less non-controlling interest; Debt to Equity ratio is calculated as Net Debt/Total Equity; Fixed asset turnover ratio is calculated as revenue from operations divided by average property, plant and equipment; Cash conversion cycle is calculated as sum of inventory days and trade receivable days, subtracted by trade payable days. ANNEXURE Exhibit: Inventory of Sewage Treatment plants in the country, by States, FY2021 Sr.no State Sewage Generation Number of STPs* Installed Treatment (in MLD) Capacity (in MLD) 1 Andaman and Nicobar Island 23 - 0 2 Andhra Pradesh 2,882 37 833 3 Arunachal Pradesh 62 - 0 4 Assam 809 - 0 5 Bihar 2,276 0 10 6 Chandigarh 188 6 293 7 Chhattisgarh 1,203 3 73 8 Dadra & Nagar Haveli 67 3 24 9 Goa 176 9 66 10 Gujarat 5,013 68 3,378 11 Haryana 1,816 155 1,880 12 Himachal Pradesh 116 59 136 13 Jammu & Kashmir 665 12 218 14 Jharkhand 1,510 2 22 15 Karnataka 4,458 100 2,712 16 Kerala 4,256 5 120 17 Lakshadweep 13 - 0 18 Madhya Pradesh 3,646 45 1,839 19 Maharashtra 9,107 130 6,890 20 Manipur 168 0 0 21 Meghalaya 112 0 0 22 Mizoram 103 0 10 23 Nagaland 135 0 0 24 NCT of Delhi 3,330 35 2,896 25 Orissa 1,282 4 378 26 Pondicherry 161 3 56 27 Punjab 1,889 96 1,781 28 Rajasthan 3,185 56 1,086 29 Sikkim 52 6 20 30 Tamil Nadu 6,421 63 1,492 31 Telangana 2,660 27 901 32 Tripura 237 1 8 33 Uttar Pradesh 8,263 92 3,374 34 Uttarakhand 627 52 448 35 West Bengal 5,457 24 897 Total 72,368 1,093 31,841 Note: This is the most recent, published, government and credible source available published in March 2021 *Includes functional STPs only Exhibit: Technology-wise Break-up of STPs in various States, by installed capacity in MLD, FY2021 State Technology ASP EA FAB MBBR OP SBR UASB WSP Others Andhra Pradesh 321 20 3 39 57 17 130 31 235 Bihar 150 0 0 0 0 327 0 0 154 Chandigarh 5 0 0 136 0 107 45 0 0 Chhattisgarh 73 0 0 0 0 0 0 0 0 Dadra Nagar 0 0 0 0 0 24 0 0 0 Haveli Goa 0 0 0 0 0 103 0 0 1 257Gujarat 1,254 60 0 175 46 1,285 491 0 67 Haryana 297 0 0 447 14 754 368 0 0 Himachal Pradesh 155 0 0 0 0 0 0 0 0 Jammu & Kashmir 9 0 3 3 0 10 1 0 0 Jharkhand 0 0 0 0 0 1 0 0 11 Karnataka 667 166 20 35 85 1,079 63 61 536 Kerala 112 0 0 0 0 0 0 0 8 Madhya Pradesh 120 0 0 0 0 358 0 178 1,268 Maharashtra 930 146 1 826 36 2,452 240 0 5,188 Mizoram 0 0 0 0 0 10 0 0 0 NCT Delhi 2,575 69 3 0 0 245 0 0 4 Odisha 100 0 0 0 0 183 0 35 60 Puducherry 0 0 0 0 0 20 36 0 3 Punjab 207 0 13 165 0 838 501 54 3 Rajasthan 445 0 0 10 30 428 33 137 112 Sikkim 0 0 20 2 0 2 0 0 6 Telangana 85 13 0 133 24 105 541 0 0 Tamil Nadu 1,011 0 6 0 6 319 9 112 29 Tripura 0 0 0 0 0 8 0 0 0 Uttar Pradesh 681 0 122 14 101 1,176 1,095 27 158 Uttarakhand 0 0 0 20 0 351 1 0 143 West Bengal 191 0 41 0 63 392 0 160 355 Total 9,492 474 244 2,034 462 10,647 3,563 795 8,957 Note: This is the most recent, published, government and credible source available published in March 2021 Exhibit: Technology-wise Break-up of STPs in various States, by operational number of STPs, FY2021 State Technology ASP EA FAB MBBR OP SBR UASB WSP Others Andhra Pradesh 7 2 2 10 2 2 5 3 4 Chandigarh 1 0 0 1 0 3 1 0 0 Chhattisgarh 3 0 0 0 0 0 0 0 0 Dadra Nagar 0 0 0 0 0 3 0 0 0 Haveli Goa 0 0 0 0 0 5 0 0 4 Gujarat 14 3 0 5 8 24 7 0 8 Haryana 7 0 0 83 4 49 10 0 0 Himachal Pradesh 59 0 0 0 0 0 0 0 0 Jammu & Kashmir 4 0 3 1 0 4 0 0 0 Jharkhand 0 0 0 0 0 1 0 0 1 Karnataka 12 9 1 1 10 24 2 8 30 Kerala 2 0 0 0 0 0 0 0 1 Madhya Pradesh 4 0 0 0 0 6 0 7 28 Maharashtra 18 2 1 24 2 52 6 0 25 NCT Delhi 25 4 1 0 0 4 0 0 1 Odisha 0 0 0 0 0 0 0 2 2 Puducherry 0 0 0 0 0 1 2 0 0 Punjab 4 0 1 24 0 42 7 16 1 Rajasthan 13 0 2 2 22 4 9 5 Sikkim 0 0 3 0 0 0 0 0 2 Telangana 10 3 0 8 0 3 3 0 0 Tamil Nadu 49 0 1 0 1 5 1 2 4 Tripura 0 0 0 0 0 1 0 0 0 Uttar Pradesh 19 0 3 3 11 31 24 2 6 Uttarakhand 0 0 0 6 0 32 1 0 13 West Bengal 8 0 2 0 6 1 0 2 5 Total 259 23 18 168 46 315 73 51 140 Note: This is the most recent, published, government and credible source available published in March 2021 258Legend: ASP- Activated Sludge Process, EA- Electrocoagulation, FAB - Forward Activated Sludge, MBBR - Moving Bed Biofilm Reactor, OP - Oxidation Pond, SBR - Sequencing Batch Reactor, UASB - Upflow Anaerobic Sludge Blanket, WSP - Waste Stabilization Pond 259OUR BUSINESS Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial information) are to our Company, on a consolidated basis. To obtain a complete understanding of our Company and business, prospective investors should read this section along with “Risk Factors”, “Industry Overview”, “Restated Consolidated Financial Information”, “Other Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 47, 181, 353, 470 and 472, respectively, as well as financial and other information contained in this Draft Red Herring Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” on page 6 for definitions of certain terms used in this section. The industry information contained in this section is derived from the industry report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, which is exclusively prepared for the purposes of the Offer and issued by Frost & Sullivan and is commissioned and paid for by our Company (“F&S Report”). Frost & Sullivan was appointed on pursuant to engagement letter dated February 28, 2024, as extended on May 26, 2025. We commissioned and paid for the F&S Report for the purposes of confirming our understanding of the industry specifically for the purposes of the Offer. The F&S Report is available on the website of our Company at https://www.sfcenvironment.com/investors/financial-highlights/industry-reports. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further information, please see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. We have included certain non-GAAP financial measures and other performance indicators relating to our financial performance and business in this Draft Red Herring Prospectus, each of which are supplemental measures of our performance and liquidity and are not required by, or presented in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. Such measures and indicators are not defined under Ind AS, IFRS or U.S. GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures under Ind AS, IFRS or U.S. GAAP. In addition, such measures and indicators are not standardized terms, and a direct comparison of these measures and indicators between companies may not be possible. Other companies may calculate these measures and indicators differently from us, limiting their usefulness as a comparative measure. Although such measures and indicators are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. For risks relating to non-GAAP measures, see “Risk Factors – The information included in this Draft Red Herring Prospectus in relation to our listed peers may not be comparable and it may be difficult to benchmark and evaluate our financial performance against other operators who operate in the same industry as us.” on page 78. Some of the information set out in this section, especially 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 27 for a discussion of the risks and uncertainties related to those statements and “Risk Factors” on page 47 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 financial year ends on March 31 of every year, so all references to a particular financial year are to the twelve- month period ended March 31 of that year. Unless otherwise indicated or unless the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Information” on page 353. OVERVIEW We are an environmental technology company offering efficient technologies and comprehensive engineering solutions in the field of wastewater treatment (“WWT”), wastewater recycling & reuse (“WRR”) and solid waste treatment (“SWT”). Wastewater Treatment (WWT) 260Incorporated in 2005, our core operations include providing design, technology, manufacturing, supply and supervision for installation and commissioning of equipment for the treatment of wastewater. Our proprietary technology for wastewater treatment is C-Tech, which is an advanced technology for treating sewage and effluents. (Source: F&S Report) With 639 installations in the WWT segment, as of March 31, 2025, particularly in sewage treatment plants (“STPs”), we hold over 80% market share in sequencing batch reactor (“SBR”) technology, a key wastewater treatment method in India. (Source: F&S Report) Our technologies facilitate the treatment of 15,209.45 million litres per day (“MLD”) of wastewater, as of March 31, 2025. (Source: F&S Report) Set forth are the details of the treatment capacity facilitated by our technology as at and for the past three fiscal years: Details of wastewater treatment capacity facilitated by our No. of wastewater Treatment capacity technology (on cumulative basis) treatment installations (in MLD) As at March 31, 2025 639 15,209.45 As at March 31, 2024 577 13,906.98 As at March 31, 2023 469 12,067.53 Our SBR technology: C-Tech has been implemented in the large-scale SBR-based STPs in India, including one of the largest STP under development, which has a treatment capacity of 424 MLD wastewater, as of March 31, 2025. (Source: F&S Report) In addition to our C-Tech package, we offer high-efficiency turbo blowers for aeration in wastewater treatment, fibre disc filters for efficient removal of suspended solids from wastewater and solar sludge drying systems to efficiently dry sludge from wastewater and solid waste treatment using solar energy. Additionally, our Company has entered into an exclusive supply agreement with DSP Singapore Holdings Pte Ltd (“DuPont”) in August 2024 along with an amendment agreement in June 2025 for membrane aerated biofilm reactor technology (OXYFAS & OXYFILM), which are used to enhance efficiency and capacity of existing wastewater treatment plant, particularly for overloaded or outdated facilities. Wastewater Recycling and Reuse (WRR) Building on our secondary wastewater treatment capabilities, we have recently expanded into tertiary treatment solutions which, according to the F&S Report, enable advanced wastewater recycling and reuse. Our wastewater recycling and reuse offerings include design, engineering, manufacturing, procuring, supply, installation and commissioning of projects / plants based on ultrafiltration (UF), closed circuit reverse osmosis (CCRO), and membrane bioreactor technologies (MBR). We have entered into an exclusive supply agreement with DSP Singapore Holdings Pte Ltd (“DuPont”) for the exclusive distribution in India of certain WRR components in the municipal wastewater treatment plants market viz.: (i) membranes for submerged UF (Modules L20N V2 & S10N V2), (ii) CCRO technology, and (iii) B50N MBR modules (MBR). Leveraging our established leadership and distribution network in WWT and an exclusive supply arrangement with DuPont, we have expanded into the WRR segment as an extension of our core business. The WRR segment is expected to witness significant growth, driven by increasing water scarcity and government initiatives focused on water conservation in India. (Source: F&S Report) Solid Waste Treatment (SWT) Our Company offers technology solutions for SWT plants comprising of design, engineering, financing, construction, supply and installation, commissioning, performance run, turnkey solutions and operations and maintenance (“O&M”). We are among the market leaders in the municipal solid waste space basis our operational results and comprehensive solutions. (Source: F&S Report) Our principal technology for solid waste treatment is the Organic Extraction (“OREX”) technology. OREX is our proprietary technology, designed to efficiently separate biodegradable organics from inorganic materials and lignocellulosic fibres from mixed municipal waste. (Source: F&S Report) We are among the select few players who have leveraged global technology in the municipal solid waste space and transformed it to be suitable for Indian needs. (Source: F&S Report) We have designed, built and are operating two integrated SWT facilities in Goa for Goa Waste Management Corporation (“GWMC”) on public-private partnership and turnkey model, with a combined treatment capacity of 350 tons per day (“TPD”), with an additional handling 261capacity of 75 TPD resulting in our aggregate treatment capacity of up to 425 TPD, to treat municipal solid waste, enabling generation of biogas, electricity, compost and recovery of recyclables. Operating continuously for over 8 years, our plant at Saligao, North Goa holds the distinction of being one of the longest-operating integrated SWT- based biogas plant in India. (Source: F&S Report) In India, the compressed biogas (“CBG”) blending obligation mandates oil marketing companies to blend CBG into their fuel infrastructure and mandates the OGMCs to set up projects for CBG production from organic waste and biomass. (Source: F&S Report) Towards this initiative, through our wholly-owned subsidiary, HWTPL, we have secured orders from a government-owned oil company for the engineering, procurement, commissioning and operation & maintenance for a period of 10 years, of: (i) a 125 TPD unsegregated MSW based compressed biogas (CBG) plant for commercial use at Tinsukia, Assam in April 2025; and (ii) a 300 TPD segregated MSW based compressed biogas plant for commercial use at Bhubaneswar, Odisha in May 2025, for cumulative orders worth ₹5,017.00 million. In addition, we are engaged in ongoing collaborations with oil marketing companies for our SWT business. In 2023, we strategically expanded our portfolio by entering the agro-based biogas / compressed biogas projects, enhancing the breadth of our offerings. Our Subsidiary, Pentagen Biofuels Private Limited has entered into a term sheet in 2025 for the acquisition of a bio-gas facility based on agricultural residues in Hoshiarpur, Punjab. In addition, our Subsidiary, Pentagen Biofuels Private Limited has acquired a land area admeasuring 7.73 hectares in Nanded, Maharashtra for establishing a plant for the conversion of agricultural waste into biogas. Our operating divisions (i) Waste water treatment Our proprietary technology for wastewater treatment is C-Tech, which is an advanced technology for treating sewage and effluents. (Source: F&S Report) C-Tech is the latest generation SBR process, employed extensively for treating both domestic sewage and industrial effluents to achieve recyclable quality water with low life cycle cost, and has installations in many countries, including the UK, Germany, Poland, Austria, China, Russia, Australia, Vietnam and Malaysia. (Source: F&S Report) Our C-Tech technology package includes design and engineering solutions, the technology installation, and supply of key equipment such as decanters, diffusers, air blowers, fibre disc filters, solar sludge drying system along with programmable logic controller (“PLC”) / supervisory control and data acquisition (“SCADA”) based automation solutions. Furthermore, we also provide O&M services and other associated accessories to our customers. A primary advantage of the C-Tech system, as compared to other conventional technologies, is that it offers an efficient method of cyclic activated sludge treatment, that produces a recyclable quality effluent in a single step. (Source: F&S Report) Advanced Sequencing Batch Reactor (SBR) Technologies Comparison (1,000 MLD Plant) Treatment Footprint Operational Sludge Technology Efficiency Nutrient Removal (Hectares) Complexity Management (BOD / COD) (%) Moderate (Additional Requires periodic processes for BOD: 85-90 wasting (around 5- Conventional SBR Nitrogen & 8-12 Moderate COD: 90-95 10% of treated Phosphorus removal effluent) might be needed) Moderate (Additional processes for Similar to Modified Ludzack- BOD: 85-90 Nitrogen & 8-12 Moderate conventional SBR Ettinger (MLE) COD: 90-95 Phosphorus removal (periodic wasting) might be needed) Moderate (Additional Intermittent Cycle processes for Similar to BOD: 85-90 Extended Aeration Nitrogen & 8-12 Moderate conventional SBR COD: 90-95 System (ICEAS) Phosphorus removal (periodic wasting) might be needed) 262Treatment Footprint Operational Sludge Technology Efficiency Nutrient Removal (Hectares) Complexity Management (BOD / COD) (%) C-Tech (Cyclic Requires periodic Activated Sludge BOD: 90-95 High (Nitrogen & High (Automated wasting (around 2- 5-8 with biological COD: 95-98 Phosphorus removal) operation) 5% of treated selector) effluent) (Source: F&S Report) Our Company’s C-Tech technology generates sludge having one of the best sludge volume index (“SVI”), offering up to 98% biochemical oxygen demand (“BOD”) removal efficiency in a single step. (Source: F&S Report) The treatment efficiency of SBR technologies is measured by BOD and chemical oxygen demand (“COD”) removal rates. It is a versatile technology that effectively handles seasonal, and diurnal quantity and quality variations as compared to other competing technologies by automatically sensing the water and oxygen levels. Apart from being the market leading technology adopted for treating wastewater, C-Tech has also been used to treat wastewater from refineries, pharmaceutical, petrochemical, textile, food and pesticides industries. (Source: F&S Report) Energy cost comprises of almost 80% of the O&M cost of STP. C-Tech technology offers up to 40% savings in power consumption as compared to other conventional technologies, thereby reducing the overall O&M cost of the STP. (Source: F&S Report) C-Tech requires up to 50% lesser area as compared to other conventional technologies and it is easy to expand the capacity of the C-Tech STP to meet future needs owing to C-Tech’s modular construction. C-Tech plants can be designed to generate power from primary sludge settled and removed in primary clarifiers through the use of anaerobic digesters which generates methane-rich biogas which is fed to gas engines for the generation of electricity. C-Tech’s low-maintenance cost is underscored by the use of corrosion-resistant materials like stainless steel or unplasticized polyvinyl chloride (“uPVC”) for its underwater components, significantly extending the lifespan of the plants while minimizing maintenance needs. C-Tech uses the latest automation technology, using the PLC / SCADA systems. The process automation is designed for operation without manual intervention and the performance of the STP is independent of the operators’ skill. (Source: F&S Report) C-Tech technology introduced three path-breaking innovations, namely bacterial selection by using selectors prior to main treatment, concurrent nitrification and denitrification, and biological phosphorus removal by unique process designed based on simply switching air on and off, thereby facilitating the efficient removal of both carbon and nutrients (nitrogen and phosphorus) in a single treatment step, while also generating sludge with very low SVI, which results in excellent settling of suspended solids giving a crystal clear outlet with low suspended solids (<10 ppm) and BOD (< 5-10 ppm). (Source: F&S Report) Our C-Tech system is comprised of several critical process components that collectively enhance its functionality and efficiency. Key components include the selector, dissolved oxygen (“DO”) meter, decanter, diffusers, air blowers, submersible pumps for sludge recycle and sludge wasting (“SW”), and the PLC / SCADA systems for automated control. These standard components required for setting up a C-Tech project are customised and manufactured (either in-house or outsourced) as per the technical specifications of the respective projects. The design of C-Tech is unique and specifically customised for each C-Tech installation. The C-Tech controller automatically calculates the oxygen uptake rate (“OUR”) and the quantity of wastewater to be treated, and accordingly adjusts the air supply and decanting rate. The operational cycle of C-Tech involves three main phases: filling & aeration, settling, and decanting. During the fill & aerate phase, wastewater is introduced into the basin where it is aerated along with the biomass for a set period. This is followed by the settling phase, where the biomass is allowed to settle under optimal conditions. The final phase of decanting involves the withdrawal of the clear supernatant of the treated wastewater, which thereafter meets all regulatory norms and is suitable for low-end recycling applications. The excess sludge generated in the process is periodically removed from the system to maintain the mixed liquor suspended solids (“MLSS”) levels in the C-Tech basin. It is then dewatered and dried after which it can be used as a soil conditioner. This operation lasts for about 3-4 hours after which the system is ready to again take a new batch of wastewater for treatment. All the three phases described above comprise a cycle of treatment which is repeated continuously in various C-Tech basins. C-Tech process diagram 263Recently, our Company has entered into an exclusive supply agreement with Dupont for membrane aerated biofilm reactor (OXYFAS & OXYFILM), which is used to enhance wastewater treatment plant capacity and efficiency, particularly for overloaded or outdated facilities. WWT Business Model Set forth below is an explanation along with a flow chart explaining the business process cycle of our Company: The municipalities / urban local bodies invite bids from EPC companies for wastewater treatment projects. Our Company in partnership with these EPC companies, offers technical expertise and cost estimates to assist in bid preparation. EPC companies / bidders submit their bids. Thereafter, the municipality / urban local body, after evaluation of the bids, award the tender to the bidders. Once these EPC companies win the tender, our Company supply them C-Tech technology equipment and installation services. Our Company designs and engineers the C-Tech system or entire sewage treatment plant as per the order and submits it to the EPC company. Upon receipt of manufacturing clearance, our Company procures and manufactures proprietary components as per the order. After completion of inspection, our Company delivers the product / components. Subsequently, based on the scope of work, our Company also provides erection, installation and commissioning services. Our Company also provides spares to the EPC companies, which handle the operation and maintenance of the sewage treatment plant. 264Our target customers are EPC companies who bid for STP projects, serving ultimately municipalities and government agencies that award these projects. Our Company provides technologies, design & engineering, and equipment for wastewater treatment (predominantly STPs) plant projects. By partnering during the pre-tendering stage with EPC companies (bidders) involved in these projects, we ensure that our technology and solutions are integral to their project proposals. This strategic approach helps our Company to become the designated supplier of C-Tech technology, equipment and installation services in case the bidder is selected for the project. We have established strong relationships with EPC companies that bid on STP projects by offering them technical support and competitive pricing to ensure that they include our solutions in their proposals. Notably, we have sustained repeat business from and have provided services to prominent industry players, including Enviro Control Private Limited, Vishvaraj Environment Private Limited, SMC Infrastructures Private Limited, Ramky Infrastructure Private Limited, EMS Limited, Enviro Infra Engineers Limited and Toshiba Water Solutions Private Limited. Our strong relationships with EPC companies is evidenced by our revenue from repeat customers for the Fiscals 2025, 2024 and 2023 being at 85.18%, 89.96% and 83.18% respectively, where the revenues from repeat customers refer to the revenue generated from customers from whom our Company has derived revenues in any of the three preceding fiscal years for the respective financial year (on a standalone basis). Under our WWT operations, we derive our revenues from our execution and delivery of design and engineering solutions, along with the supply of technology under our C-Tech package. In addition, we also generate revenue from the supply of critical equipment and components integral to wastewater treatment processes, along with a comprehensive range of other associated accessories that ensure operational efficiency and long-term reliability for our clients. (ii) Wastewater recycling & reuse Our Company offers WRR technologies for tertiary treatment of treated wastewater in order to render such treated water fit for recycling and reuse for industrial applications. In 2024, our Company entered into an exclusive supply agreement (including amendment agreement in June 2025) with DSP Singapore Holdings Pte Ltd (“DuPont”) for the exclusive supply of certain WRR components in India. In July 2025, we secured our first WRR order. Our WRR offerings include design, engineering, manufacturing, procurement, supply, installation and commissioning of projects 265/ plants based on key treatment technologies, namely Ultrafiltration (“UF”), Closed Circuit Reverse Osmosis (“CCRO”) and Membrane Bioreactor (“MBR”). Our supply arrangement with DuPont supports the exclusive supply of critical WRR components in India of submerged UF membranes (Modules L20N V2 and S10N V2), CCRO systems and B50N MBR modules. Through innovations and collaborations, our Company is enabled to service the tertiary wastewater treatment market in India by providing our technologies for greenfield projects and also through upgrading our existing WWT plants with tertiary treatment capabilities. The Indian tertiary treatment market is expected to reach ₹13.13 billion in FY2025 and is projected to rise sharply to ₹49.24 billion by FY2030F, registering a strong CAGR of 30.26% between FY2025 and FY2030F. (Source: F&S Report) The WRR segment is expected to witness significant growth, driven by increasing water scarcity and government initiatives focused on water conservation in India. (Source: F&S Report) WRR technology selection is based on the targeted water quality standards, feedwater characteristics, recovery and energy efficiency goals, space constraints and lifecycle costs. Ultrafiltration (UF) is suited for removing suspended solids and colloids, providing consistent pretreatment for downstream processes. Closed Circuit Reverse Osmosis (CCRO) is used for removal of total dissolved solids (TDS) while offering higher recovery rates in a single pass against conventional RO systems. RO membranes are less prone to scaling due to unique operation methodology thereby reducing overall O&M cost of the project. Membrane Bioreactor (MBR) systems are applied in high-solids biological treatment, delivering effluent with BOD below 5 mg/L in a compact area. Selection is determined by site-specific performance and cost-efficiency considerations. Ultrafiltration (UF) is a purification process that separates particulate matter from soluble compounds using an ultrafine membrane. Ultrafiltration is a suitable separation technology for reverse osmosis (RO) pretreatment, wastewater reclamation and potable water production. Conventional filtration methods such as sand filters and media filtration generally require consistent raw water quality to produce acceptable effluent and do not serve as absolute barriers. Traditional media filters typically remove particles down to approximately 5 microns. In contrast, UF employs membranes capable of removing particles bigger than 0.02 microns, including bacteria, and viruses. Key features of UF include: • High and consistent product quality, typically measured by turbidity (NTU) or Silt Density Index (SDI); • Tolerance to fluctuations in feedwater quality; • Elimination of pretreatment chemicals such as polymers, coagulants, and pH adjustment chemicals, thereby reducing chemical consumption and sludge disposal costs; • Compact system footprint and lower weight compared to conventional media filters; • When used as a pretreatment for RO, UF reduces fouling of RO membranes, which may: o Lower the frequency of chemical cleaning; o Reduce operating costs and system downtime; o Enable operation at higher flux with fewer membranes and vessels, reducing capital expenditure on the RO system. Closed Circuit Reverse Osmosis (CCRO) is a method of operating crossflow reverse osmosis membranes in a simplified and efficient configuration. In normal operating mode, CCRO systems maintain equal feed and permeate flow rates. At pre-defined software-based set points—triggered by a combination of flow, concentration, pressure, or other parameters—the system automatically initiates a flush cycle to discharge the concentrate before resuming standard operation. This flushing occurs while permeate production continues, with the concentrate expelled in a single sweep. In standard RO configurations, overall recovery efficiency is achieved using multiple stages of membranes in series, with each stage contributing incrementally to recovery. In contrast, CCRO employs a single stage of parallel membrane housings, with a low-pressure circulation pump to create crossflow. Concentrate is recirculated back into the feed, and water recovery is achieved over time through repeated cycles rather than across multiple stages. Traditional reverse osmosis systems face several limitations: • Individual membrane recovery is low due to the need for continuous crossflow to prevent scaling and salt deposition; • Multi-stage configurations are often complex and challenging to balance, especially as operating conditions vary; 266• Tail membranes are exposed to permanent high-concentration environments, increasing the risk of scaling and reduced membrane life; • Each RO stage typically achieves 50% recovery; reaching 75% recovery requires at least two stages, leading to higher operational complexity. In contrast, CCRO minimizes these challenges by: • Simplifying system architecture using single stage configuration; • Enhancing flexibility across varying feedwater conditions; • Reducing energy and water loss by avoiding continuous concentrate discharge; • Lowering risk of membrane fouling due to time-based rather than spatial recovery control. Membrane Bioreactor (MBR) technology is an advanced wastewater treatment method that combines suspended growth biological treatment with membrane filtration. The Company offers the B50N membrane module, part of the DuPont MemPulse™ 'N' series, in its MBR systems. The MemPulse™ MBR system offered by our Company uses a pulsed, plug-flow aeration mechanism designed to increase operational efficiency and reduce energy consumption. Continuous airflow is distributed to each aeration device, where it accumulates and is periodically released as pulses of large air bubbles. These bubbles increase in size as they rise along the membrane fibers, creating shear forces that dislodge debris and prevent solids build-up on the membrane surface. This design provides several advantages: • Reduced membrane fouling and lower maintenance requirements; • Improved energy efficiency due to intermittent aeration, rather than continuous high-rate airflow; • Specific energy consumption as low as 0.07 kWh/m³; • Aeration energy reductions of up to 65% compared to conventional MBR systems. The system enables high-quality effluent production within a compact footprint and is suitable for applications requiring reliable, low-energy biological treatment performance and also as pre-treatment to RO. Our WRR Business model 267(iii) Solid waste treatment We offer technology solutions for solid waste treatment comprising design, engineering, turnkey solutions and O&M. Our principal technology is OREX, which is our proprietary technology, designed to separate biodegradable organics from inorganic materials and lignocellulosic fibres from mixed municipal wastes. (Source: F&S Report) This process minimizes digesters’ challenges and enhances biogas production efficiency. This business model encompasses multiple revenue streams, including the revenue from project execution, generation and sale of energy, sale of recyclables materials and compost, O&M services, and tipping fees. OREX is a multi-stage system designed to extract maximum organics from the mixed waste and preparation of de- gritted organic slurry for downstream digesters resulting into homogenous pulped slurry having >98% biodegradable material, largely free of contaminants and non-biodegradable fractions which enhance the bio-methanization process inside digesters. This technology is particularly adept at processing the typical municipal solid waste found in India, which characteristically includes a diverse mix of bio-waste, inerts, textiles, glass, wood, metal, rubber, plastic, paper, and miscellaneous items. (Source: F&S Report) The key features of our SWT solution are as under: • Ability to achieve biogas yield more than the industry average. We have achieved an average biogas yield of more than 150 Nm^3/ton of organic waste in the North Goa Plant in the last financial year, higher than the industry average of 80-100 Nm^3/ton. (Source: F&S Report) • By converting the digestate formed after fermentation of organic fraction into high-quality compost, the process improves the marketability and price realization of the compost produced. (Source: F&S Report) • We have the capability to recover higher proportion of recyclables than the industry average through our proprietary municipal solid waste processes. (Source: F&S Report) • Balance waste in the dry fraction (after recovery of recyclables), often referred to as refused derived fuel (“RDF”), has a calorific value approximately between 3,000 to 3,500 Kcal/kg, making it a viable alternate fuel source for energy production or as a fuel (as replacement to coal) in cement plants. (Source: F&S Report) 268We also offer technology solutions comprising design, engineering, turnkey solutions and O&M for processing multiple agricultural biomass to produce biogas, which can be further converted into bio-CNG or electricity. Our SWT Business model Our primary models for our SWT business operations involve: a. Concessions with municipal corporations / governmental authorities: We have designed, built and are operating two integrated SWT facilities in Goa for Goa Waste Management Corporation (“GWMC”) on public-private partnership and turnkey model, with a combined treatment capacity of 350 TPD, with an additional handling capacity of 75 TPD resulting in our aggregate treatment capacity of up to 425 TPD, to treat municipal solid waste, enabling generation of biogas, electricity, compost and recovery of recyclables. Our Company undertakes capital investment for such projects, based on the agreed project terms. b. Joint ventures with oil marketing companies: We are engaged in ongoing collaborations with oil marketing companies for our SWT business, including: provisional selection as joint venture partner for setting up compressed bio-gas (CBG) plant up to 1,000 TPD segregated organic municipal solid waste in Mumbai; in- principle approval to form a 50:50 joint venture to develop and operate CBG plants; a memorandum of understanding for establishing multiple CBG facilities; in-principle approval for formation of a 50:50 joint venture company to take up initiatives for establishment of compressed biogas projects; and a letter of engagement for partner selection in MSW-based CBG plant development. c. Engineering & supply to third-parties: Our Company delivers end-to-end solutions for SWT, including project development, design and engineering, equipment supply, construction and commissioning, and long-term operation and maintenance. We bid, develop, and operate concession projects. After securing a project, we handle design, supply of equipment, and manage O&M throughout the concession period. We also offer turnkey solutions through an EPC model. 269Our primary customer for the SWT segment is the Goa Waste Management Corporation. For more information see, “Risk Factors - We derive a significant part of our revenue from our top 10 customers and we do not have long term contracts with most of these customers. If one or more of such customers choose not to source their requirements from us or to terminate our long-term contracts, our business, results of operations and financial condition may be adversely affected” on page 48. Additionally, our Subsidiary, Chavare Engineering Private Limited, is engaged in the manufacturing of LV control panels, implementation of PLC and SCADA-based automation systems, and execution of electrical and automation turnkey projects. While these solutions are also provided in, and as part of, our WWT and SWT technology installations, Chavare Engineering Private Limited offers a substantial portion of its manufactured solutions to players in other sectors. Key vendors / partners Our top suppliers contributing to the majority of our procurements include TurboMax Company Limited, Smicon B V, Yucheon International Co. Ltd., BMD Engineering Private Limited, Rexel India Private Limited, Environmental Dynamics International INC., CEE Square Engineers and Environmental Dynamics International India Private Limited. For more information see, “Risk Factors - We depend on a few suppliers for the supply of majority of our raw materials and we do not have continuing and exclusive supply agreements with all of them. Any interruptions in the supply of raw materials, fluctuations in raw material prices or any failure by our suppliers to make timely delivery of raw materials could adversely affect our business, results of operations and financial conditions” on page 54. Our presence 270We have a pan-India presence having delivered our technologies for installation in WWT projects in various regions of India covering 26 states and five union territories of India, as on March 31, 2025, including Andhra Pradesh, Assam, Bihar, Chandigarh, Chhattisgarh, Delhi, Goa, Gujarat, Haryana, Himachal Pradesh, Jammu and Kashmir, Jharkhand, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Orissa, Punjab, Rajasthan, Tamil Nadu, Telangana, Tripura, Uttar Pradesh, Uttarakhand and West Bengal. Note: Above image depicts cumulative number of projects in India commissioned till March 31, 2025 (i.e. 639). (Source: F&S Report) Financial Overview We have demonstrated consistent growth over the years. Set forth below are certain key performance indicators of our business: Details of KPIs as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023: KPIs Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Operations1 ₹ (in million) 6,978.58 6,574.95 5,194.47 Operating EBITDA2 ₹ (in million) 2,074.80 1,932.54 1,240.72 271KPIs Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Operating EBITDA Margin3 % 29.73% 29.39% 23.89% PAT4 ₹ (in million) 1,520.08 1,441.73 948.09 PAT Margin5 % 21.78% 21.93% 18.25% ROE6 % 24.84% 29.80% 25.44% ROCE7 % 29.29% 28.56% 28.57% Net Debt8 ₹ (in million) -523.45 -494.49 -783.14 Net worth9 ₹ (in million) 6,486.82 5,342.96 3,954.16 Net Debt/ Equity10 X -0.08 -0.09 -0.19 Fixed Asset Turnover11 X 10.85 13.25 15.06 Cash Conversion cycle12 Days 232 156 105 Total Order Book13 ₹ (in million) 5,603.86 7,852.34 6,432.52 1) Revenue from operations is calculated as revenue from sale of products, services and other operating revenue 2) Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the Restated Consolidated Financial Information. 3) Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by revenue from operations multiplied by 100. 4) PAT represents total profit after tax for the year as per the Restated Consolidated Financial Information. 5) PAT margin is calculated as PAT divided by Revenue from Operations multiplied by 100. 6) ROE is calculated as total profit after tax for the year divided by average total equity. 7) ROCE is calculated as a percentage of earnings before interest and taxes / total equity plus total borrowings plus deferred tax liabilities minus deferred tax assets as per the Restated Consolidated Financial Information. EBIT is calculated as profit before tax and share of profit of joint ventures / associate plus finance costs. 8) Net Debt is calculated as total debt reduced by cash and cash equivalents and bank balances other than cash and cash equivalents. 9) Net worth is calculated as Aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation 10) Net Debt to Equity is calculated as net debt divided by total equity. 11) Fixed Asset Turnover is calculated as revenue from operations divided by average property, plant and equipment 12) Cash Conversion Cycle is computed as trade receivables days plus inventory days minus trade payable days; Wherein, trade receivable days is calculated as average trade receivables divided by revenue from operations multiplied by 365 for financial years, inventory days is calculated as average inventory divided by cost of goods sold multiplied by 365 for financial years and trade payable days is calculated as average trade payables divided by cost of goods sold multiplied by 365 for financial years. Rounded off to the nearest whole number 13) Total Order Book comprises of estimated value of the unexecuted portions of existing contracts or orders (including long term operation & maintenance contracts/orders), as well as the estimated value of new projects supported by letters of award (LOAs), letters of intent (LoIs), memorandum of understanding (MoUs), or other similar commitments from our customers. It represents business that is considered firm or likely to fructify in the foreseeable future, based on the current status of customer engagement. Our Total Order Book comprises the aggregate of order book for our Wastewater Treatment, Wastewater Recycling & Reuse and Solid Waste Treatment segments. The following table sets out our revenue split as per segment information for the specified periods: Fiscal 2025 Fiscal 2024 Fiscal 2023 % of total % of total % of total Revenue from Revenue from Revenue from CAGR (FY Parameter revenue from revenue from revenue from operations (in operations (in operations (in 2023 – 2025) operations for operations for operations for ₹ million) ₹ million) ₹ million) the period the Fiscal the Fiscal Wastewater 4,692.11 67.24% 5,244.35 79.76% 3,771.37 72.60% 11.54% treatment Solid waste 1,193.56 17.10% 501.88 7.63% 733.42 14.12% 27.57% treatment Other operating 1,092.91 15.66% 828.72 12.60% 689.69 13.28% 25.88% revenues* Total 6,978.58 100.00% 6,574.95 100.00% 5,194.47 100.00% 15.91% *Other operating revenues include operating revenues of our Subsidiary, Chavare Engineering Private Limited, which is engaged in the business of designing, manufacturing, supplying, installation and commissioning of process automation systems, which includes control panels, programmable logic controllers, power panels, operating stations and distribution boards. 272Wastewater Treatment (in ₹ million) As at March 31, 2025 / for As at March 31, 2024 / for As at March 31, 2023 / for Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations 4,692.11 5,244.35 3,771.37 Order book (WWT) 4,597.53 6,564.47 5,574.20 Operating EBITDA 1,630.43 1,716.30 904.74 Operating EBITDA Margin 34.75% 32.73% 23.99% Our current order book of WWT segment is ₹6,706.99 million as on August 15, 2025. Our order book comprises anticipated revenue of Wastewater Treatment Business from the unexecuted portions of existing contracts/orders as well as from the new orders. Wastewater Recycling & Reuse The order book building for the new WRR segment has started from Fiscal 2026. Our current order book of WRR segment is ₹42.60 million as on August 15, 2025. Our order book comprises anticipated revenue of Wastewater Recycling & Reuse Business from the unexecuted portions of existing contracts / orders as well as from the new orders. Solid Waste Treatment (in ₹ million) Particulars As at March 31, 2025 / for As at March 31, 2024 / As at March 31, 2023 / Fiscal 2025 for Fiscal 2024 for Fiscal 2023 Revenue from operations 1,193.56 501.88 733.42 Order book 1,006.34 1,287.87 858.32 Operating EBITDA 370.39 170.08 276.59 Operating EBITDA Margin 31.03% 33.89% 37.71% Our current order book of SWT segment is ₹5,925.42 million as on August 15, 2025. Our order book comprises anticipated revenue of Solid Waste Treatment Business from the unexecuted portions of existing contracts/orders as well as from the new orders. COMPETITIVE STRENGTHS 1. Technology driven market leadership in the wastewater treatment market The pressing issue of water scarcity amplifies the urgency for effective water management practices, driving investment in innovative treatment technologies. (Source: F&S Report) We were the first technology provider in the SBR space with the introduction of C-Tech in India in the WWT segment. (Source: F&S Report) With 639 installations in the WWT segment, particularly in sewage treatment plants (“STPs”), we hold over 80% market share in sequencing batch reactor (“SBR”) technology, a key wastewater treatment method in India, as of March 31, 2025. (Source: F&S Report) Our technologies facilitate the treatment of 15,209.45 MLD of wastewater, as of March 31, 2025. (Source: F&S Report). Our SBR technology: C-Tech has been implemented in the large-scale SBR-based STPs in India, including one of the largest STP under development, which has a treatment capacity of 424 MLD wastewater, as of March 31, 2025. (Source: F&S Report) Our core operations since incorporation include providing design, technology, manufacturing, supply and supervision for installation and commissioning of equipment for the treatment of wastewater. Our C-Tech technology package includes design and engineering solutions, technology installation, and supply of key equipment such as decanters, diffusers, air blowers, fibre disc filters, solar sludge drying system along with programmable logic controller (“PLC”) / supervisory control and data acquisition (“SCADA”) based automation solutions. Furthermore, we also provide O&M services and other associated accessories to our customers. 2. Vertical integration through constant innovation and use of technology 273Our approach to vertical integration involves the development and manufacture of key components used in our C- Tech and OREX technologies. Our group’s existing technology manufacturing capabilities, coupled with the proposed establishment of a new manufacturing unit to be utilized for the manufacturing of solar sludge dryer systems, diffusers, hollow fibre membranes and fabrication of various equipment required in wastewater treatment and solid waste treatment, augment our in-house manufacturing capabilities, thereby reducing our dependence on third-parties for procurement of key technologies for our business operations and we plan to increase the contribution of our in-house manufacturing to our overall procurement requirements. With over 20 years of experience in WWT technology, we have expanded our product portfolio by developing in- house manufacturing capabilities, forging exclusive strategic tie-ups and undertaking strategic acquisitions, including the acquisition of a controlling stake in 2011 in Chavare Engineering Private Limited, a company engaged in electrical and automation solutions. In 2011, we advanced our C-Tech technology package in India by integrating turbo blowers through an exclusive agreement with TurboMax Company Limited (South Korea), thereby enhancing its energy efficiency. During the same year, we introduced the solar sludge drying system in India through an exclusive partnership with IST-Anlagenbau GmbH (Germany). In 2014, we entered the tertiary treatment segment with the inclusion of fibre disk filters in India for wastewater reuse through an exclusive supply agreement with Yucheon Enviro Co, Ltd (South Korea) (“Yucheon”). In 2022, we incorporated Fine Aeration Systems Private Limited to manufacture diffusers in India, an essential component of our C-Tech package and in 2024 we were authorised by EDI Inc. USA to manufacture, test and exclusively sell MP-3 MiniPanel and MP-3 Curvilinear Panel diffusers in India and overseas. We commenced decanter manufacturing in Fiscal 2023 and subsequently expanded our production capacity in Fiscal 2024. Strengthening our manufacturing capabilities, we jointly incorporated Turbomax India Private Limited with TurboMax CO., Ltd to produce turbo blowers in 2022. The turbo blowers manufacturing unit commenced its operations in Fiscal 2024. Our Company had entered into a licensing agreement with IST-Anlagenbau GmbH for in- house manufacturing of Solar Sludge Drying System in order to indigenise the manufacturing and to reduce costs. Such manufacturing and assembly of ‘solar sludge drying systems’ under license from IST-Anlagenbau GmbH commenced in Fiscal 2025, and was housed at our erstwhile Decanter Unit I. As on July 30, 2025, we acquired 80% equity stake in IST-Anlagenbau GmbH, making it our subsidiary. By controlling the production of these critical components, we ensure quality, reduce dependency on external suppliers, and gain better control over our supply chain. This integration not only secures our operational inputs but also allows us to innovate continuously in component design and functionality, further enhancing the overall system performance. 3. Well-positioned to capture market opportunities in the solid waste treatment segment We are among the market leaders in the municipal solid waste space basis our operational results and comprehensive solutions. (Source: F&S Report) Our principal technology for solid waste treatment is our proprietary Organic Extraction (“OREX”) technology, designed to efficiently separate biodegradable organics from inorganic materials and lignocellulosic fibres from mixed municipal waste. (Source: F&S Report) We have an established track record in the SWT segment, and have designed, built and are operating two integrated SWT facilities in Goa for the Goa Waste Management Corporation (“GWMC”) on public-private partnership and turnkey model to treat municipal solid waste, enabling generation of biogas, compost and recovery of recyclables, with a combined treatment capacity of 350 tons per day (“TPD”), with an additional handling capacity of 75 TPD resulting in our aggregate treatment capacity of up to 425 TPD. Operating continuously for more than 8 years, our SWT plant at Saligao, North Goa Plant holds the distinction of being one of the longest-operating integrated SWT-based biogas plant in India which achieved an average biogas yield of more than 150 Nm^3/ton of organic waste in the last financial year, higher than the industry average of 80-100 Nm^3/ton. (Source: F&S Report) In India, the compressed biogas (“CBG”) blending obligation mandates oil and gas marketing companies to blend CBG into their fuel infrastructure and mandates the OGMCs to set up projects for CBG production from organic waste and biomass. (Source: F&S Report) Towards this end, through our wholly-owned Subsidiary, HWTPL, we have secured awards from a public sector oil marketing company for the engineering, procurement, commissioning and operation & maintenance for a period of 10 years of: (i) a 125 TPD unsegregated MSW based compressed biogas 274(CBG) plant for commercial use at Tinsukia, Assam in April 2025; and (ii) a 300 TPD segregated MSW based compressed biogas plant for commercial use at Bhubaneswar, Odisha in May 2025. Our current order book of SWT segment is ₹5,925.42 million as on August 15, 2025. In addition, we are engaged in ongoing collaborations with Oil Marketing Companies for our Solid Waste Treatment (SWT) business, including: provisional selection as joint venture partner for setting up compressed bio-gas (CBG) plant up to 1000 TPD segregated organic municipal solid waste (MSW) in Mumbai; in-principle approval to form a 50:50 joint venture to develop and operate CBG plants; a memorandum of understanding for establishing multiple CBG facilities; in-principle approval for the formation of a 50:50 joint venture company to take up initiatives for establishment of compressed biogas projects; and a letter of engagement for partner selection in MSW-based CBG plant development. 4. High proportion of repeat business with strong Order book We maintain strong, long-standing relationships with our customers, as evidenced by recurring business engagements. Notably, we have sustained continuous business from and have consistently provided services to prominent industry players, including Enviro Control Private Limited, Vishvaraj Environment Private Limited, Khilari Infrastructure Private Limited, SMC Infrastructures Private Limited, Rajkamal Builders Infrastructure Private Limited, Ramky Infrastructure Private Limited, EMS Limited, Enviro Infra Engineers Ltd and Girdhari Lal Aggarwal Contractors Private Limited, reflecting the trust they place in our expertise and the reliability of our solutions. These enduring relationships are a testament to our commitment to delivering quality and maintaining long-term partnerships. Over the years, we have successfully executed a diverse portfolio of projects spanning various capacities and geographical locations. We benefit from a strong brand reputation that has been cultivated over more than 20 years of industry presence. (Source: F&S Report) Financial Year Revenue from repeat Revenue from repeat Revenue from new customers customers customers as a % of revenue as a % of revenue from (in ₹ million) from operations operations FY 2025 4,039.74 85.18% 14.82% FY 2024 4,691.84 89.96% 10.04% FY 2023 3,421.83 83.18% 16.82% Note: Revenues from repeat customers refer to the revenue generated from customers from whom our Company has derived revenues in any of the three preceding fiscal years for the respective financial year (on standalone basis). We maintain an order book that reflects our strong market position and operational excellence, and underpins our future growth and profitability. The diversity and volume of our ongoing projects, coupled with a healthy pipeline of upcoming projects, reflects the comprehensive nature of our offerings and our ability to deliver high-quality services across various sectors and geographies and underscore our customers’ confidence in our expertise and the high quality of our services. Our current order book includes a wide array of projects across various stages - from those actively under construction to several strategic bids poised for commencement. These projects span diverse geographical locations, reflecting our broad operational footprint and adaptive service capabilities. As at Particulars Details WWT order book (in ₹ million) 4,597.53 As a % of revenue from operations from WWT segment in Fiscal 2025 97.98% As a % of total revenue from operations in Fiscal 2025 65.88% March 31, 2025 SWT order book (in ₹ million) 1,006.34 As a % of revenue from operations from SWT segment in Fiscal 2025 84.31% As a % of total revenue from operations in Fiscal 2025 14.42% WWT order book (in ₹ million) 6,564.47 As a % of revenue from operations from WWT segment in Fiscal 2024 125.17% As a % of total revenue from operations in Fiscal 2024 99.84% March 31, 2024 SWT order book (in ₹ million) 1,287.87 As a % of revenue from operations from SWT segment in Fiscal 2024 256.61% As a % of total revenue from operations in Fiscal 2024 19.59% WWT order book (in ₹ million) 5,574.20 March 31, 2023 As a % of revenue from operations from WWT segment in Fiscal 2023 147.80% 275As at Particulars Details As a % of total revenue from operations in Fiscal 2023 107.31% SWT order book (in ₹ million) 858.32 As a % of revenue from operations from SWT segment in Fiscal 2023 117.03% As a % of total revenue from operations in Fiscal 2023 16.52% As on August 15, 2025, our Total Order Book (WWT, WRR and SWT segments) stood at ₹12,675.01 million. The sustained demand for our products and services, combined with our strategic project pipeline and the diversity of our contracts, positions us well to capitalize on future growth opportunities and continue delivering value to our stakeholders. 5. Track record of consistent performance and strong financial profile We believe that our performance is attributable to our focused approach on profitable growth, efficient working capital management, and healthy financial risk profile. We believe that our focus on efficient utilisation of resources has led to deliver revenue growth and consistent profitability. Our strong financial performance is backed by our healthy order book. A summary of our financial performance is as follows: (in ₹ million, unless otherwise stated) Unit Fiscal 2025 / As at Fiscal 2024 / As at Fiscal 2023 / As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from Operations in ₹ million 6,978.58 6,574.95 5,194.47 PAT in ₹ million 1,520.08 1,441.73 948.09 PAT Margin % 21.78% 21.93% 18.25% Net worth in ₹ million 6,486.82 5,342.96 3,954.16 Net Debt / Equity X -0.08 -0.09 -0.19 Our revenue from operations has grown at a CAGR of 15.91% from ₹ 5,194.47 million in Fiscal 2023 to ₹ 6,978.58 million in Fiscal 2025. Our profit after tax for the year has grown at a CAGR of 26.62% from ₹ 948.09 million in Fiscal 2023 to ₹ 1,520.08 million in Fiscal 2025. For the Fiscal 2025, Fiscal 2024, and Fiscal 2023, we have achieved a PAT margin of 21.78%, 21.93% and 18.25% respectively. Our financial strength is highlighted from a strong balance sheet, characterized by substantial net worth of ₹ 6,486.82 million as of March 31, 2025 and Net Debt/Equity ratio of (0.08) times as of March 31, 2025. We strive to maintain prudent financial management practices to create a resilient and financially stable business model, which has allowed us to perform well in a competitive market. 6. Proven management experience and leadership We are anchored by a strong management team, comprising our Promoters, Board of Directors, Key Managerial Personnel and Senior Management, whose extensive industry experience and leadership have been pivotal in steering us towards sustained growth and market leadership. Our management team’s expertise is augmented by a strategically composed Board of Directors, which includes senior executives with experience in business administration roles. In addition, the members of our management team comprise a mix of homegrown and lateral talent who possess complementary skills and have extensive experience and knowledge of our business. Our experienced and dedicated management team also guide and assist us to capture market opportunities, formulate and execute business strategies, manage client expectations as well as proactively manage changes in market conditions. Our Key Managerial Personnel and Senior Management, majority of whom have been associated with us for more than 10 years, bring a deep understanding of the industry and a steady hand to our operations. This long tenure underscores the stability and continuity within our leadership, fostering a consistent strategic direction. The experience of our senior management not only reinforces our operational foundations but also enriches our strategic initiatives with accumulated wisdom and proven foresight. Supporting our Board of Directors and our Promoters are our experienced Key Managerial Personnel and Senior Management, which hold experience across various functional areas. This layer of management is instrumental in implementing strategic decisions and driving operational efficiencies throughout the organization. Through their expertise we endeavour to meet our standards for quality and performance consistently. 276BUSINESS STRATEGIES 1. Expansion of our SWT business through large-scale SWT projects and expansion into agro-waste projects Our strategy for SWT is to secure and deliver large-scale SWT projects by leveraging on: • Huge Market Opportunity: India generates over 62 million tons (MT) of waste annually with an average annual growth rate of 4%, of which 43 MT gets collected, with 12 MT (~20%) being treated before disposal and the remaining 31 MT (~50%) discarded in waste yards. (Source: F&S Report) • CBG Blending Obligation: In India, the compressed biogas (“CBG”) blending obligation mandates oil marketing companies to blend CBG into their fuel infrastructure. (Source: F&S Report) The mandatory blending obligation will begin in FY 2025-26, starting at 1% and gradually increasing to 5% from FY 2028-29 onwards. (Source: F&S Report) This initiative mandates OGMCs to set up projects for CBG production from organic waste and biomass. (Source: F&S Report) • Our Technology experience: We have a demonstrated track record in the solid waste treatment sector, having set up and currently operating two integrated solid waste management plans in Goa, India for GWMC. For further details, see “- Our Integrated Solid Waste Management Facilities – SWTs” on page 283. • Tie up with OGMCs: Our collaborative partnerships with OGMCs are aimed to facilitate access to financial resources, assurance of offtake and scalability. To further expand our reach and impact, we also plan to partner with city gas distribution companies (“CGDs”), which could potentially allow us to benefit from their existing network of gas pipelines to offtake the CBG produced at our planned waste treatment plants. Our Company’s marketing strategy for the SWT segment involves participating in tenders for selecting JV or technology partners, particularly those floated by OGMC with CBG blending obligations. Additionally, our Company demonstrates its SWT capabilities through their plants at various exhibitions and trade fairs. We have strategically expanded our portfolio by entering the agro-based biogas / compressed biogas projects, with our Subsidiary, Pentagen Biofuels Private Limited entering into a term sheet for acquisition of a bio-gas facility based on agricultural residues in Hoshiarpur, Punjab and our Subsidiary, Pentagen Biofuels Private Limited acquiring land in Nanded, Maharashtra for establishing a plant for the conversion of agricultural waste into biogas. We look to continue infusing capital investments towards such agro-based biogas / compressed biogas projects in the future. 2. Forward integration with innovative technologies for recycling and reuse of wastewater The growth in the tertiary treatment market is driven by increasing global focus on advanced wastewater treatment, stricter environmental regulations and rising demand for high-quality reclaimed water across industries and municipalities, with technological advancements and sustainable water reuse initiatives further accelerating market expansion, especially in water-stressed and rapidly urbanizing regions. (Source: F&S Report) Considering the growing volume of untreated sewage, it is essential to view sewage as a valuable resource that can be processed based on end-use requirements and utilized for non-potable applications and industrial operations. (Source: F&S Report) Leveraging our established leadership and distribution network in wastewater treatment (WWT) and an exclusive supply arrangement with DuPont, a global provider of membrane-based WRR technologies, we have expanded into the wastewater recycling and reuse (WRR) segment as an extension of our core business. The WRR segment is expected to witness significant growth, driven by increasing water scarcity and government initiatives focused on water conservation in India. (Source: F&S Report) With this, our Company is not only positioning itself to capture a larger share of the growing Indian wastewater market but also advancing into forward integration enabling Company to offer a complete suite of water treatment solutions, from initial sewage treatment to advanced tertiary processes, thereby enhancing its value proposition and market reach. Building on our extensive operational experience having secured orders for over 1,000 C-Tech plants, R&D initiatives, strategic acquisitions and collaborations, are well- 277positioned to service the tertiary wastewater treatment market in India by providing our technologies for greenfield projects and also through upgrading our existing WWT plants with tertiary treatment capabilities. 3. Further Strengthening Our Core Wastewater Treatment Business As of March 31, 2025, our C-Tech technology accounted for over 80% market share in the sequencing batch reactor (“SBR”) segment of the wastewater treatment industry in India (Source: F&S Report) According to the F&S Report, the sewage water treatment market in India is expected to grow at a CAGR of 9.6% between FY 2025 and FY 2030. We intend to retain and further strengthen our leadership position in the SBR segment and leverage the anticipated growth in the wastewater treatment industry. Over time, we have consistently expanded our product portfolio by introducing advanced solutions such as high- efficiency turbo blowers for aeration in wastewater treatment, fibre disc filters for the efficient removal of suspended solids from wastewater, and solar sludge drying systems that utilize solar energy to dry sludge from wastewater and solid waste treatment. We manufacture solar sludge drying systems under license from IST-Anlagenbau GmbH. Recently, we entered into an exclusive supply agreement with DuPont for membrane aerated biofilm reactor (“MABR”) technology, marketed as OXYFAS and OXYFILM, which is designed to enhance the efficiency and capacity of existing wastewater treatment plants, particularly those that are overloaded or outdated. As part of our business strategy, we intend to continue expanding our product and technology offerings, in house manufacturing capabilities and strengthening our position in advanced wastewater treatment solutions. 4. Acquisitions and expansion in new geographies while strengthening our presence in existing geographies Our Company acquired an 80% equity stake in IST-Anlagenbau GmbH, a Germany-based company engaged in the solar sludge dryer market, making it one of our Subsidiaries. IST-Anlagenbau GmbH is provider of solar sludge drying systems used for the treatment of sludge generated from wastewater and solid waste treatment plants. This acquisition is aligned with our existing wastewater treatment (WWT) and solid waste treatment (SWT) businesses and is expected to enhance our presence in the solar sludge drying systems market. The global Solar Sludge Dryer market was valued at USD 230.40 Mn in CY2020 and grew to USD 240.70 million in CY2024. It is estimated to reach USD 254.44 Mn in CY2025E and is forecasted to grow to USD 376.93 Mn by CY2030F, registering a CAGR of 8.18% from CY2025E to CY2030F. (Source: F&S Report) Our strategy is to expand our presence domestically as well as in international markets including the Middle East and Africa (“MEA”) region, and South Asia. This strategic initiative aims to broaden our global footprint, capitalize on emerging market opportunities, and enhance our international market share and profitability. To accelerate our market penetration and improve our distribution capabilities internationally, we actively seek and evaluate potential upcoming projects, strategic tie-ups and acquisition targets. These initiatives are strategically focused on expanding our product spread and complement our existing product lines. By integrating these businesses into our global operations, we aim to leverage local market expertise, enhance our product offerings, and expand our customer base. These strategic initiatives are designed not only to extend our market presence but also to adapt our operations with additional capabilities that align with local market demands. In the past, we have delivered our WWT solutions in Kenya for a 10 MLD project, aimed at establishing our footprint in the Africa region. In addition, in 2024, we also received an order for WWT solutions for an 80 MLD project in Bangladesh. Going forward, our subsidiary, SFCU plans to expand internationally to South America and Africa regions while catering to the Europe market, and pursue opportunities to secure new projects, leveraging our expertise and comprehensive support to scale operations. 5. Enhance our research and development capabilities to increase commercialized technological offerings Our R&D efforts are focused on developing innovative products that give us technological product differentiation. Our aim is to continually develop new products and improve the quality and consistency of our products and services while being competitive in pricing. As of the date of this Draft Red Herring Prospectus, our Subsidiary, SFC Umwelttechnik GmbH has been awarded one patent for ‘recooling system and method for operating a recooling system’ in Europe and has made applications for the following two patent registrations in Europe: (a) hollow-fibre membrane filtration device and use thereof for purifying waste water, in addition to membrane bioreactor; and (b) method for removal of iron (II) and/or manganese (II). Our key objectives include improving scalability, flexibility 278and efficacy of products while maintaining competitive pricing. Our R&D initiatives are strategically focused on driving innovation through continuous market feedback that we receive on ongoing projects. OUR MANUFACTURING CAPACITY 1. Decanter: In Fiscal 2023, we set up Phase I of our Pune decanter unit at PAP G/8/7, Chakan Industrial Area, Phase-III, Village Kuruli, Chakan 410 501, Maharashtra, India (“Decanter Unit I”), which was used for decanter manufacturing from December 1, 2022 till December 15, 2023. Subsequently, with effect from December 16, 2023, we shifted our decanter manufacturing operations to a larger facility at Phase II of our Pune decanter unit situated at PAP-S-79, Chakan Industrial Area Phase-II, Air Liquide Chowk, Village Savardari, Chakan 410 501, Maharashtra, India (“Decanter Unit II”) due to increasing production requirements. Decanter Unit II primarily manufactures moving arm decanters, by using stainless steel material, i.e. SS304 and SS316. Manufacturing of moving arm decanters involves different production processes like, cutting, bending, & welding. Our Company uses 100% Tungsten Inert Gas (“TIG”) welding process for the joining of weld joints of the moving arm decanters. While the laser cutting and bending of components are outsourced from the approved suppliers, other processes are undertaken at the units. Decanter Unit - II Set forth below are the capacity and capacity utilisation details with respect to our decanter manufacturing units for the last three Fiscals: Decanter – Unit I 279Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 (Refer $ note below) FY 2025$ Actual production in Fiscal 2025 (Refer $ note below) Capacity utilisation (%) (Refer $ note below) Moving Installed capacity as on December 15, 2023 90 meters / month arm Meters FY 2024@$ Actual production in Fiscal 2024 498.20 meters Decanter Capacity utilisation (%) 69.19% Installed capacity as on March 31, 2023 90 meters / month FY 2023# Actual production in Fiscal 2023 372.80 meters Capacity utilisation (%) 103.55% # Calculated for the period from December 1, 2022 to March 31, 2023 since it commenced operations in Fiscal 2023 @ Calculated for the period from April 1, 2023 to December 15, 2023, post which decanter manufacturing was shifted to Decanter Unit - II $ During Fiscal 2025, the premises of Decanter Unit I was used for storage of manufactured decanters and for manufacturing and assembly of ‘solar sludge drying systems’ under license from IST-Anlagenbau GmbH. The manufacturing and assembly of solar sludge drying systems was carried out between September 2024 to March 2025 wherein our Company manufactured 14 solar sludge drying system. This Decanter - Unit I was vacated by our Company in April 2025, and our Company has taken a larger facility at a nearby location situated at Gat No. 352/1, Village Bhamboli, Taluka Khed, District Pune 410 501, Maharashtra, India (“Decanter Unit - III”) which has not commenced operations as on March 31 2025. Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 Decanter – Unit II Unit of Product@ Period Particulars Details measurement Installed capacity as March 31, 2025 210 meters / month FY 2025 Actual production in Fiscal 2025 2,235.80 meters Capacity utilisation (%) 88.72% Moving Installed capacity as on March 31, 2024 210 meters / month arm Meters FY 2024# Actual production in Fiscal 2024 717.00 meters Decanter Capacity utilisation (%) 97.55% Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA @ In addition, Decanter – Unit II also has the capability to manufacture solar sludge drying systems on an order to order basis. * Commenced operations on December 16, 2023 in Fiscal 2024 # Calculated for the period from December 16, 2023 (when decanter manufacturing was shifted to Decanter Unit - II) to March 31, 2024 Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 2. Diffusers: We incorporated our Subsidiary, Fine Aeration Systems Private Limited, to manufacture diffusers at Unit No. 3, Nissar Industrial Park, Gate No. 404/2/5/1/3, Andori, Satara 415 521, Maharashtra, India. Established on December 22, 2022, the manufacturing unit has an installed capacity to manufacture 10,000 units per month. 280Diffuser Manufacturing Unit Set forth below are the capacity and capacity utilisation details with respect to our diffusers manufacturing unit for the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 10,000 nos. / month FY 2025 Actual production in Fiscal 2025 77,476.00 Diffuser Capacity utilisation (%) 64.56% assembly Installed capacity as on March 31, 2024 10,000 nos. / month and Numbers FY 2024 Actual production in Fiscal 2024 54,996.00 aeration Capacity utilisation (%) 45.83% piping Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA * Commenced operations on April 27, 2023 in Fiscal 2024 Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 2813. Blowers: Through our Associate, Turbomax India Private Limited, we manufacture turbo blowers at D-32, MIDC Phase II, Sagaon, Dombivli East, Dombivli 421 204, Maharashtra, India. Blower Manufacturing Unit Set forth below are the capacity and capacity utilisation details with respect to our blowers manufacturing unit for the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 30 nos. / year FY 2025 Actual production in Fiscal 2025 3 Capacity utilisation (%) 10.00% Turbo Installed capacity as on March 31, 2024 30 nos. / year blower Numbers FY 2024 Actual production in Fiscal 2024 6 assembly Capacity utilisation (%) 20.00% Installed capacity as on March 31, 2023 NA FY 2023* Actual production in Fiscal 2023 NA Capacity utilisation (%) NA * Commenced operations on February 15, 2024 in Fiscal 2024 Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 4. PLC: Through our Subsidiary, Chavare Engineering Private Limited, we manufacture PLC components at D Unit II, Plot No. TS-19, Phase II, MIDC, Sagaon, Dombivli (East) 421 204, Maharashtra, India. Set forth below are the capacity and capacity utilisation details with respect to our PLC manufacturing unit for the last three Fiscals: 282Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 5,500.00 FY 2025 Actual production in Fiscal 2025 3,456.00 Capacity utilisation (%) 62.84% Electronic Installed capacity as on March 31, 2024 5,500.00 panels, Numbers FY 2024 Actual production in Fiscal 2024 4,076.00 Boards Capacity utilisation (%) 74.12% Installed capacity as on March 31, 2023 5,500.00 FY 2023 Actual production in Fiscal 2023 4,558.00 Capacity utilisation (%) 82.87% Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 5. C-MEM Hollow Fibre: Through our Step-Down Subsidiary, SFC Ekotechnika, s.r.o, we manufacture C-MEM Hollow Fibre at Krizikova 2107 256 01 Benesov, Czech Republic. Set forth below are the capacity and capacity utilisation details with respect to our C-MEM Hollow Fibre facility for the last three Fiscals: Unit of Product Period Particulars Details measurement Installed capacity as on March 31, 2025 6,000.00 FY 2025 Actual production in Fiscal 2025 750.00 Capacity utilisation (%) 12.50% C-MEM Installed capacity as on March 31, 2024 6,000.00 Hollow Pieces FY 2024 Actual production in Fiscal 2024 2,730.00 Fibre Capacity utilisation (%) 45.50% Installed capacity as on March 31, 2023 6,000.00 FY 2023 Actual production in Fiscal 2023 2,100.00 Capacity utilisation (%) 35.00% Note: As certified by A N Somase and Associates, Chartered Engineer, by way of their certificate dated August 24, 2025 KEY PLANTS AND MACHINERIES IN OUR MANUFACTURING FACILITIES Set forth are the details of our key plants and machineries in our manufacturing facilities (on a consolidated basis): Whether the machinery Whether the machinery Name of machinery / equipment is owned or leased is new or second hand TIG welding machine and hard plasma cutting machine Owned New Radial drill machine Owned New Crane - Double girder EOT crane Owned New Fixtures for testing saddles and wedges Owned New Saddle mould Owned New Drilling machine – automation with Servo control Owned New PVC pipe slotting machine Owned New Electrical busbar bending machine (hydraulic) Owned New Electrical busbar sheering machine (hydraulic) Owned New Electrical busbar piercing machine (hydraulic) Owned New Insulation tester (megger) Owned New Electronic thickness tester Owned New Single girder EOT crane Owned New High voltage testing equipment Owned New CNC based gasketing machine Owned New Das system Owned New OUR INTEGRATED SOLID WASTE MANAGEMENT FACILITIES - SWT We operate two integrated solid waste management plants in Goa, India. 283Through our wholly-owned Subsidiary, Hindustan Waste Treatment Private Limited (“HWTPL”), we undertake the treatment of municipal solid waste, at the plant situated at Survey No. 47, Sub Div No. 1, Calangute, Bardez - 403516 North Goa, India (“North Goa Plant”). HWTPL entered into a concession agreement dated August 14, 2014 for the design, engineering, financing, construction, supply, installation, commissioning, performance run, and operation and maintenance of a 100 TPD capacity MSW processing facility based on recycle & sorting line, segregation, bio-methanation and in-vessel composting in North Goa district, Goa, with annual operation support grant payable to HWTPL in lieu of the erection and operation of the facility for the tenure of the concession. In addition to the annual operation support grant, we derive our revenues from the North Goa Plant from the collection of tipping fees, sale of electricity generated from biogas, sale of recyclables such as PET flakes, sale of scrap and charges for remediation services. The concession issued to HWTPL provides for Operation and maintenance of the North Goa Plant for a period of 10 years which started from August 2016. In 2020, HWTPL received the contract to expand the North Goa Plant to 250 TPD treatment capacity (with capacity to treat an additional 50 TPD), which expansion was completed in 2022. With a built capacity of 250 TPD, the North Goa Plant can handle and manage an additional 20% of input waste, totaling 300 TPD. Additionally, at the North Goa Plant, PET bottles are processed into PET flakes for yarn manufacturing. North Goa Plant Through another Subsidiary, Vasudha Waste Treatment Private Limited (“VWTPL”), we undertake the treatment of municipal solid waste, at the plant situated at Survey No. 164/8, 165/1, 167, 168, 169, Curchorem, Cacora – 403706 South Goa, India (“South Goa Plant”). VWTPL entered into a concession agreement dated February 20, 2020 for the design, engineering, financing, construction, supply, installation, commissioning, performance run, and operation and maintenance of a 100 TPD capacity MSW processing facility based on recycle & sorting line, segregation, bio-methanation and in-vessel composting in South Goa district, Goa. The concession was issued to VWTPL for a period of 11.5 years from the date when VWTPL takes over the project site for the completion of construction work in 1.5 years and an operational period of 10 years. The South Goa Plant commenced its operations on May 4, 2023, with a built capacity of 100 TPD, and can handle and manage an additional 25% of input waste, totaling 125 TPD of treatment capacity. We derive our revenues from the South Goa Plant from the collection of tipping fees, sale of electricity generated from biogas, sale of scrap and charges for remediation services. 284South Goa Plant OUR BIO-GAS GENERATION PLANT – AGRO-WASTE TREATMENT Our Subsidiary, Pentagen Biofuels Private Limited (“Pentagen”), presently operates an agro-based biogas plant in Hoshiarpur, Punjab on a lease basis, which converts biomass into biogas, which is then used to generate electricity and supplied to the grid. Pentagen has entered into an agreement for operation of power plant with a certain domestic entity involved in biomass based power projects dated September 8, 2023 pursuant to which Pentagen uses its technology and expertise to operate a biogas plant for the generation of electricity. 285Bio-Gas Generation Plant PROCUREMENT Our key raw materials and components that are externally sourced, may be broadly categorized as follows: (i) Decanters and core parts – Key raw materials sourced from multiple external vendors (ii) Diffuser – Key raw materials include membranes, PVC pipes and clamps and are sourced from multiple external vendors (iii) PLC – Key components include CRCA panel box and electronic hardware and are sourced from multiple external vendors (iv) Turbo Blowers – Procured from TurboMax Company Limited (South Korea). Further, our Associate, Turbomax India Private Limited, manufactures turbo blowers. (v) Fiber Disc Filter – Procured from Yucheon Enviro Co. Ltd. (South Korea) (vi) Spares - Sourced externally from multiple vendors We have a robust supplier network which includes suppliers, in India and overseas, in over 6 countries, including United States, South Korea, Netherlands, Austria, Germany and China. Import of raw materials The following table sets forth the details in relation to our purchase of raw materials along with costs attributable to imports, in absolute terms and as a percentage to total purchase of raw materials: For the Financial Year ended March 31 Particulars 2025 2024 2023 Import (in ₹ million) 126.97 212.88 0.23 % of total purchase of raw material 7.26% 15.40% 0.03% Domestic (in ₹ million) 1,622.39 1,169.14 760.37 % of total purchase of raw material 92.74% 84.60% 99.97% Total purchase of raw material 1,749.36 1,382.02 760.61 286Further, please see below a detailed bifurcation of raw materials imported by the Company in the past three financial years in absolute as well as percentage terms: Year Ended Year Ended Year Ended Details of Raw Material Purchased March 31, 2025 March 31, 2024 March 31, 2023 Import Bifurcation of key imports - Membrane 109.53 142.05 - - Analytical Instrumentation System - 11.57 - - Saddle 0.12 26.07 - - Plugs - 6.05 - - Wedge 1.60 5.49 - - Clamps 0.09 1.63 - - UPVC Fittings - 3.36 - - Accessories of Variable Frequency Drive (VFD) - 0.15 0.15 - Import related charges / expenses 15.16 16.50 0.08 Import 126.97 212.88 0.23 % of Total 7.26% 15.40% 0.03% Domestic 1,622.39 1,169.14 760.37 % of Total 92.74% 84.60% 99.97% Total 1,749.36 1,382.02 760.61 Further, please see below a country-wise bifurcation of raw materials imported by us in the past three financial years: Details of raw materials March 31, 2025 March 31, 2024 March 31, 2023 purchased (in ₹ million) % of total (in ₹ % of total (in ₹ % of total million) million) Import USA 111.26 6.36% 179.66 13.00% - - Switzerland - 0.00% 11.25 0.81% - - Germany - 0.00% 1.94 0.14% - - China 0.55 0.03% 3.36 0.24% - - United Kingdom - 0.00% 0.15 0.01% 0.15 0.02% Import related 15.16 0.87% 16.50 charges/expenses 1.19% 0.08 0.01% Total Import (A) 126.97 7.26% 212.88 15.40% 0.23 0.03% Domestic (B) 1,622.39 92.74% 1,169.14 84.60% 760.37 99.97% Total Raw Material 1,749.36 100.00% Purchased (A+B) 1,382.02 100.00% 760.61 100.00% Key Components sourced from our Subsidiaries / Associates (i) Diffusers: Sourced from our Subsidiary - Fine Aeration Systems Private Limited (ii) PLC: Sourced from our Subsidiary - Chavare Engineering Private Limited. Key components of C-Tech DECANTER Decanter is used to remove the clean treated wastewater supernatant from the basin. During decanting, there is no inflow to the basin. The moving weir-type decanter arm travels slowly from its “Park” position to a calculated bottom water level with the help of a geared drive. Variable Frequency Drive (“VFD”) is provided to control the speed of the decanter. After the required level of treated wastewater supernatant is removed, the decanter is returned to its “Park” position through 287reversal of the geared drive. The basin is now ready for the next cycle to begin. The C-Tech decanter is specifically designed to ensure that no floating matter or floating sludge flows out with the treated wastewater. The rate of decanting is calculated to ensure no settled solids are disturbed or withdrawn with the treated wastewater. Our Company does in-house manufacturing of decanters including procurement under contract manufacturing. DIFFUSER Fine bubble polyurethane membrane diffusers are provided for efficient transfer of oxygen from air to meet the process demand. Air grids with adjustable supports are provided for installing all diffusers at same level to ensure uniform air distribution across the plan area of the C-Tech basin. Our Company does in house manufacturing of diffuser aeration systems along with its spare parts, replacement parts and components in India, under an exclusive license from EDI Inc., USA. BLOWER Blowers are used for aeration in wastewater treatment primarily for providing air (oxygen) to the bacteria. Aeration is crucial for aerobic biological treatment processes where microorganisms break down organic matter in the wastewater in the presence of oxygen. These blowers supply oxygen to support the growth and activity of aerobic bacteria, which in turn help in the decomposition of pollutants. Variable Frequency Drive is used in the blower to ensure proper control of air supply and optimizing the power consumption. We market and sell high-efficiency turbo blowers in India, procured from TurboMax Company Limited (South Korea) through an exclusive agreement. Our Company has started the manufacturing of turbo blowers under the capacity of 100HP in India through our Associate, Turbomax India Private Limited in collaboration with TurboMax Company Limited (South Korea). PROGRAMMABLE LOGIC CONTROLLER PLCs play a crucial role in the operation of STPs, (“PLC”) automating processes to ensure efficient wastewater treatment and compliance with environmental standards. By enabling automated control over various stages such as pumping, aeration, and filtration, PLCs optimize resource usage, enhance operational efficiency, and maintain consistent treatment quality. Their integration facilitates real-time monitoring, data acquisition, and 288remote control, ensuring reliable performance and minimizing manual intervention & manpower cost in STP operations. The design, development and integration of our PLCs is carried out in-house. FIBRE DISC FILTER The Fibre Disc Filter (“FDF”) is a versatile industrial filtration technology using fibrous disc media to efficiently remove suspended solids and contaminants from liquids like wastewater and industrial process water. Its compact, modular design ensures high filtration efficiency, scalability for different flow rates, and minimal maintenance, making it a cost-effective solution for various applications, including the treatment of water for reuse purposes. We market and sell FDF in India procured from Yucheon Enviro Co, Ltd (South Korea) through an exclusive agreement. SOLAR SLUDGE DRYING SYSTEM The Solar Sludge Drying System is designed to efficiently dry sludge using solar energy. This system reduces moisture content in sludge, making it easier and more cost-effective to handle and dispose of. By utilizing solar thermal collectors, the technology minimizes energy consumption and environmental impact compared to conventional drying methods. We used to market and sell Solar Sludge Drying System procured from IST-Anlagenbau GmbH through an exclusive agreement. Our Company had entered into a licensing agreement with IST-Anlagenbau GmbH for in- house manufacturing of Solar Sludge Drying System in order to indigenise the manufacturing and to reduce costs. Such manufacturing and assembly of ‘solar sludge drying systems’ under license from IST-Anlagenbau GmbH commenced in Fiscal 2025, and was housed at our erstwhile Decanter - Unit I. This Decanter - Unit I was vacated by our Company in April 2025, and our Company intends to manufacture solar sludge drying systems at Pune Facility - III which has not yet commenced operations. In addition, Decanter – Unit II also has the capability to manufacture solar sludge drying systems on an order-to-order basis. With effect from July 30, 2025, we have acquired 80% equity stake in IST-Anlagenbau GmbH, making it our subsidiary. 289Our evolution Journey of our WWT business: In 2005, our Company was incorporated with Enviropro Water Tech Private Limited and SFC Umwelttechnik GmbH of Austria as our major shareholders, marking the inception of our journey into the environmental technology sector for WWT. We acquired majority of the share capital of SFC Umwelttechnik GmbH in 2008, which was subsequently increased to 87.24%. Our Company received our first order for C-Tech in 2006, our 100th order in 2011, our 500th order in 2017, and in 2023, we had secured our 1,000th order. In 2011, we acquired a controlling stake in Chavare Engineering Private Limited, a company engaged in electrical and automation solutions. In 2011, we advanced our C-Tech technology package in India by integrating turbo blowers through an exclusive agreement with TurboMax Company Limited (South Korea), thereby enhancing its energy efficiency. During the same year, we introduced the solar sludge drying system in India through an exclusive partnership with IST-Anlagenbau GmbH (Germany). In 2014, we entered the tertiary treatment segment with the inclusion of fibre disk filters in India for wastewater reuse through an exclusive supply agreement with Yucheon Enviro Co, Ltd (South Korea) (“Yucheon”). We commenced decanter manufacturing in Fiscal 2023 and subsequently expanded our production capacity in Fiscal 2024. The year 2023 marked a major achievement for us, as we secured the order for our 1,000th C-Tech plant. In 2022, we incorporated Fine Aeration Systems Private Limited to manufacture diffusers in India, an essential component of our C-Tech package and in 2024 we were authorised by EDI Inc. USA to manufacture, test and exclusively sell MP-3 MiniPanel and MP-3 Curvilinear Panel diffusers in India and overseas. Fine Aeration Systems Private Limited operates our diffusers manufacturing unit, which commenced operations in Fiscal 2024. Strengthening our manufacturing capabilities, we incorporated Turbomax India Private Limited to produce turbo blowers in 2022. The turbo blowers manufacturing unit commenced its operations in Fiscal 2024. With over 20 years of experience in WWT technology, we have expanded our product portfolio by developing in- house manufacturing capabilities and forging exclusive strategic tie-ups. Our commitment to localize manufacturing was recognised at the Dun & Bradstreet award ceremony in 2024, where we were honoured with the ‘Champion of the Year’ accolade under the Atmanirbhar Abhiyan. With effect from July 25, 2025, our Company has acquired an 80% equity stake in IST-Anlagenbau GmbH, a Germany-based company, making it as one of our Subsidiaries. IST-Anlagenbau GmbH, our Subsidiary is a well recognised player in solar sludge dryer market with more than 30 years of industry experience. (Source: F&S Report) Journey of our WRR business: In 2024, our Company entered into an exclusive supply agreement (including amendment agreement in June 2025) with DSP Singapore Holdings Pte Ltd (“DuPont”) for the exclusive supply of certain WRR components in India. In July 2025, we secured our first WRR order. Journey of our SWT business: In 2014, we entered into the SWT segment with the incorporation of our Subsidiary, Hindustan Waste Treatment Private Limited (“HWTPL”) to design, build, finance, operate and transfer a 100 TPD (with capacity to treat an additional 25 TPD) solid waste treatment facility in North Goa, which commenced operations in August 2016. In 2020, we received the EPC contract from GWMC to expand this facility to 250 TPD treatment capacity (with capacity to treat an additional 50 TPD), and the expansion was completed in February 2022. In 2020, our Subsidiary, Vasudha Waste Treatment Private Limited (“VWTPL”) received the contract from GWMC to design, build, finance, operate and transfer a new solid waste treatment facility in South Goa with a treatment capacity of 100 TPD (with capacity to treat an additional 25 TPD). This facility commenced its operations in May 2023. With these contracts, we are operating a cumulative solid waste treatment capacity of 350 TPD with an 290additional handling capacity of 75 TPD, making our aggregate treatment capacity up to 425 TPD. For further details, see “Our Integrated Solid Waste Management Facilities - SWT” on page 283. In May 2025, we secured orders from a public sector oil marketing company for the engineering, procurement, commissioning and operation & maintenance of: (i) a 125 TPD unsegregated MSW based compressed biogas (CBG) plant for commercial use at Tinsukia, Assam in April 2025; and (ii) a 300 TPD segregated MSW based compressed biogas plant for commercial use at Bhubaneswar, Odisha, for cumulative orders worth ₹5.017.00 million. In 2023, we strategically expanded our portfolio by entering the agro-based biogas / compressed biogas projects, enhancing the breadth of our offerings. In 2025, our Subsidiary, Pentagen Biofuels Private Limited entered into a term sheet for the acquisition of a bio-gas facility based on agricultural residues in Hoshiarpur, Punjab. In 2024, our Subsidiary, Pentagen Biofuels Private Limited has acquired a land area admeasuring 7.73 hectares in Nanded, Maharashtra with the intention of establishing a plant for the conversion of agricultural waste into biogas. QUALITY CONTROL To ensure that our technologies consistently meet global industry standards, in addition to the in-house QA / QC inspection & testing, we engage globally recognized leaders in inspection, verification, testing, and certification services like SGS, Bureau Veritas and TUV for thorough quality assessments. In addition to the quality checks conducted by us and these agencies, our customers are also given the opportunity to perform, if required, independent quality evaluations. This approach not only guarantees adherence to stringent quality norms but also reinforces transparency and trust in our products. EMPLOYEES As of June 30, 2025, our Company employed 181 employees. Our human resource practices are aimed at recruiting talented individuals, ensuring continuous development, and addressing their grievances, if any, in a timely manner. We are anchored by a strong management team, comprising our Promoters, Board of Directors, Key Managerial Personnel and Senior Management, whose extensive industry experience and leadership have been pivotal in steering us towards sustained growth and market leadership. Our skilled workforce, which included 93 engineers as on June 30, 2025, ensures focused and self-motivated task completion. Further, as of June 30, 2025, the department wise strength of our Company is set forth below: Department / Roles Number of Employees Board of Directors / Key Managerial Personnel / Senior Management 15 Design and Engineering 36 Electrical and Instrumentation 12 Erection and Commissioning 40 Manufacturing 8 Municipal Solid Waste 8 Operation and Maintenance 4 Proposals 11 Sales and Business Development 10 Supply Chain Management 9 Finance and Accounts 13 Human Resources 4 Information Technology 2 Administration 9 Total 181 We regularly train our employees to increase our operational performance, improve productivity and maintain quality and safety compliance standards. We attach significant importance to our employees’ health and safety at work as we believe that safe business and production measures minimise operational risks. We monitor data on accidents as well as reported near accidents for the purpose of accident prevention. INTELLECTUAL PROPERTY 291Our Company has the following three registered trademarks: Registered Trademark Class of trademark under The Registering Authority Trade Marks Act, 1999 40 Trade Marks Registry, Mumbai 99 Trade Marks Registry, Mumbai 40 Trade Marks Registry, Mumbai As on the date of this Draft Red Herring Prospectus, our Company has obtained registration for its trademark “C- TECH” in the European Union and in Vietnam. Further, our Subsidiary, SFC Umwelttechnik GmbH has been awarded one patent for ‘recooling system and method for operating a recooling system’ in Europe and has made applications for the following two patent registrations in Europe: a. Hollow-fibre membrane filtration device and use thereof for purifying waste water, in addition to membrane bioreactor; and b. Method for removal of iron (II) and/or manganese (II). Further, our Company has filed the applications for registration of the following logos with the Trade Marks Registry, Mumbai: Trade Mark Class of trade mark under Registering Authority Trade Marks Act 40 Trade Marks Registry, Mumbai 42 Trade Marks Registry, Mumbai INSURANCE We maintain insurance coverage that we believe is reasonable and prudent. Our key insurance policies cover general liability, property damage, transport and environmental risks. 292The following table illustrates the insurance losses experienced by our Company, on a consolidated basis, in the last three financial years: Financial period to Insurance cover Location Details of Date of Loss incurred (in Claim received which the event of loss for the said loss loss Claim ₹ million) (in ₹ million) pertains FY 2025 ₹1,000.00 million Bayad, Transit August 28, 11.87* 5.20 Gujarat Damage 2024 FY 2024 ₹250.00 million Panvel Flood July 20, 1.97 1.37 (Enhanced to warehouse Damage 2023 ₹350.00 million) FY 2023 No Claim - - - - - * Consists of expenses incurred for/in relation to repair/restoration of goods damaged in transit. Further, the following table illustrates the details of the insurance coverage on our tangible fixed assets: (in ₹ million) Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Amount of tangible fixed assets* 644.62 535.12 320.05 Amount of insurance obtained# 1,374.96 1,432.75 1,220.14 Insurance coverage (%) 213.30 267.74 381.24 * Does not include value of free hold land and intangible assets. # Sum insured with respect to assets is based on market price in case of immovable property & at replacement cost in case of vehicles. PROPERTIES Our Registered Office is located at The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India and is our Company’s owned premises. Our Corporate Office is located at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. This is taken on lease pursuant to a leave and license agreement dated April 30, 2024 executed with Plenitude Financial Services. Our manufacturing facilities are situated on owned and leased properties. Phase I of our Pune decanter unit was situated on a leased premises at PAP G/8/7, Chakan Industrial Area, Phase-III, Village Kuruli, Taluka Khed, Pune 410 501, Maharashtra, India which has now been vacated by our Company in April 2025, while phase II of our Pune decanter unit is situated on a leased premises at Plot No. PAP-S-79, Chakan Industrial Area Phase-II, Village Savardari, Taluka Khed, Pune 410 501, Maharashtra, India. We have also leased a premises with built-up area admeasuring 5,292.81 sq. mt. located at Gat No. 352/1, Village Bhamboli, Taluka Khed, District Pune 410 501, Maharashtra, India (“Pune Facility - III”) with an intention to establish our new manufacturing unit to be utilized for the manufacturing of solar sludge dryer systems, diffusers, hollow fibre membranes and fabrication of various equipment required in wastewater treatment and solid waste treatment. Our diffuser manufacturing unit operated by our Subsidiary, Fine Aeration Systems Private Limited is situated on an owned premises at Unit No. 3, Nissar Industrial Park, Gate No. 404/2/5/1/3, Andori, Khandala, Satara 415 521, Maharashtra, India. The blowers manufacturing unit operated by our Associate, Turbomax India Private Limited is situated on a leased premises at D-32, MIDC Phase II, Sagaon, Kalyan, Thane 421 204, Maharashtra, India. Our PLC components manufacturing unit operated by our Subsidiary, Chavare Engineering Private Limited is situated on owned premises at D Unit II, Plot No. TS-19, Phase II, MIDC, Sagaon, Dombivli (East) 421 204, Maharashtra, India. Further, our Subsidiary, SFC Ekotechnika, S.r.o, manufactures C-MEM Hollow Fibre at its manufacturing unit on a leased premised situated at Krizikova 2107 256 01 Benesov, Czech Republic. Our Subsidiary, Pentagen Biofuels Private Limited has purchased plots situated at Gat No. 141 and 145, Khadakmanjri, Loha, Nanded 431 713, Maharashtra, India admeasuring 7.73 hectares on November 26, 2024. Leasehold Properties Set forth are the details of our Company’s leasehold properties: 293Whether Whether stamp Description of the Purpose / Name of the lessor is a Period of duty paid and Rental (₹) leasehold property Usage lessor related lease property party registered PAP-S-79, Chakan For housing M/s Landge No 60 months 1. For the first year, Company has Yes Industrial Area manufacturing Engineering with effect to pay a rent of ₹1,125,000 per Phase-II, Air facility Private Limited from October month (excluding GST. Liquide Chowk, (Decanters - 1, 2023 2. For the Second year, Company Village Savardari, Phase II) has to pay a rent of ₹1,181,250 per Chakan 410 501, month (excluding GST). Maharashtra, India 3. For the third year, Company has to pay a rent of ₹1,240,313 per month (excluding GST). 4. For the fourth year, Company has to pay a rent of ₹1,302,329 per month (excluding GST). 5. For the fifth year, Company has to pay a rent of ₹1,367,446 per m onth (excluding GST). 2201-2202, Rupa For housing Plenitude No 108 months 1. For the first year, Company has Yes Renaissance, D-33, the Corporate Financial with effect to pay a rent of ₹3,065,580 per Turbhe MIDC Road, Office Services from May 15, month (excluding GST. TTC Industrial Area, 2024 2. For the Second year, Company MIDC Industrial has to pay a rent of ₹3,065,580 per Area, Turbhe, Navi month (excluding GST). Mumbai 400 705, 3. For the third year, Company has Maharashtra, India to pay a rent of ₹3,065,580 per month (excluding GST). 4. For the fourth year, Company has to pay a rent of ₹3,525,417 per month (excluding GST). 5. For the fifth year, Company has to pay a rent of ₹3,525,417 per month (excluding GST). 6. For the sixth year, Company has to pay a rent of ₹3,525,417 per month (excluding GST). 7. For the seventh year, Company has to pay a rent of ₹3,701,566 per month (excluding GST). 8. For the eighth year, Company has to pay a rent of ₹3,886,961 per month (excluding GST). 9. For the ninth year, Company has to pay a rent of ₹4,081,114 per month (excluding GST). Gat No. 352/1, To establish Kamal Ramdas No 120 months Monthly license fee of ₹1,701,000 Yes Village Bhamboli, new Padwal, through commencing + GST extra at actuals with annual Taluka Khed, manufacturing power-of- from escalation of 2.99% for the next District Pune 410 unit for solar attorney holder September 1, year, and thereafter 5% annual 501, Maharashtra, sludge dryer M/s Swaraj 2024 increment for the remaining 8 years India systems, Induslog Park in the license fee, commencing in diffusers, each succeeding year hollow fibre membranes and fabrication of equipment CORPORATE SOCIAL RESPONSIBILITY 294We have constituted a CSR Committee of our Board of Directors and have adopted and implemented a CSR Policy in compliance with the requirements of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The key CSR activities of our Company include promoting education & health care, woman empowerment and contribution to PM CARES Fund. Our CSR expenditure for the Fiscals 2025, 2024 and 2023 aggregated to ₹29.84 million, ₹18.05 million and ₹12.95 million, respectively. COMPETITION WWT: The Indian sewage water treatment sector is witnessing significant growth, driven by stricter environmental regulations, and increasing urbanization. (Source: F&S Report) This growth has fostered a diverse market with a range of companies offering various services. (Source: F&S Report) According to the F&S Report, some of the leading players in the WWT segment in India, apart from us, include Thermax, Xylem Water Solutions, Praj Industries, Alfa Laval and Ion Exchange. SWT: According to the F&S Report, the Indian waste-to-energy market is fragmented, with key players including our Company, RE Sustainability, JITF Urban Infrastructure, Abellon Clean Energy and Antony Lara Renewable Energy. These companies do processing and recycling of waste and few of them also do collection and transportation. (Source: F&S Report) Out of them, RE Sustainability, JITF, and Abellon focus solely on incineration. (Source: F&S Report) While majority of the companies use incineration to produce electricity from wastes, we are the only company to use bio-methanation technology to produce bio-gas / electricity, avoiding harmful emissions and ash. (Source: F&S Report) OTHER CONFIRMATION As on the date of this Draft Red Herring Prospectus, we have not taken any key plant or machinery on lease, accordingly there is no conflict of interest with respect to the key plants or machinery operated by us. 295KEY REGULATIONS AND POLICIES IN INDIA The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars and policies which are applicable to our Company and the business undertaken by our Company. The information detailed in this chapter, is based on the current provisions of key statutes, rules, regulations, notifications, memorandums, circulars and policies which are subject to amendments, changes and/or modifications. The information in this section has been obtained from publications available in the public domain. The description of the applicable regulations as given below has been provided in a manner to provide general information to the investors and may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The indicative summary is based on the current provisions of applicable law, which are subject to change or modification or amended by subsequent legislative, regulatory, administrative or judicial decisions. Laws in relation to our business The Environment Protection Act, 1986 (the “Environment Protection Act”), Environment Protection Rules, 1986 (the “Environment Protection Rules”) and the Environmental Impact Assessment Notification, 2006 ("EIA Notification”) 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 Environmental Protection Act and the Environment Protection Rules made thereunder protect and improve the environment and provides rules for the prevention, control and abatement of environmental pollution, and imposes obligations for the proper handling, storage treatment, transportation and disposal of hazardous wastes. 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. Under the EIA Notification, projects are required to mandatorily obtain environmental clearance from the concerned authorities depending on the potential impact on human health and resources by the respective project. Solid Waste Management Rules, 2016 (the “SWM Rules”) The SWM Rules shall apply to every authority responsible for collection, segregation, storage, transportation, processing and disposal of solid wastes. The operator of a facility involved in collecting, segregating, storing, transporting, processing and disposal solid wastes and any other agency appointed for the management and handling of solid wastes is required to obtain authorizations from the state pollution control board. Any solid waste generated is required to be managed and handled in accordance with the procedures specified in the SWM Rules. Plastic Waste Management Rules, 2016 (the “PWM Rules”) The PWM Rules are applicable to every waste generator, local body, gram panchayat, manufacturer, importers, brand owner, plastic waste processor (recycler, co-processor, etc) and producer. PWM Rules lays down the process of managing the plastic waste by its manufacturer, importer, generator, amongst others. The PWM Rules specify the rules relating to inter alia conditions for manufacture, import, stocking, distribution, sale and use of carry bags, plastic sheets or like, or cover made of plastic sheet and plastic packaging, single-use plastic. Further, the PWM Rules provides for responsibility of local body, waste generator, producers, importers and brand owners, etc., marking or labelling of plastic packaging, registration of producers, recyclers and manufacturer. Further, the PWM Rules provides for submitting of an annual report in the prescribed form by every person engaged in recycling or processing of plastic waste. It levies environmental compensation based upon polluter pays principle for any non-compliance with the provisions of the PWM Rules. 296The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) The Air Act was enacted and designed for the prevention, control and abatement of air pollution and establishes central and state boards for the aforesaid purposes. In accordance with the provisions of the Air Act, any individual, industry or institution responsible for emitting smoke or gases by way of use of fuel or chemical reactions must apply in a prescribed form and obtain consent from the state pollution control board prior to commencing any activity. The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) The Water Act was enacted to provide for the prevention and control of water pollution and the maintaining or restoring of wholesomeness of water. Further, the Water Act also provides for the establishment of central pollution control board and state pollution control board with a view to carry out the aforesaid purpose. Any person establishing or taking steps to establish any industry, operation or process, or any treatment and disposal system or extension or addition thereto, which is likely to discharge sewage or trade effluent into a stream, well, sewer or on land is required to obtain the previous consent of the concerned state pollution control board. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Wastes Rules”) The objective of the Hazardous Waste Rules is to control the collection, reception, treatment and storage of hazardous waste. The Hazardous Waste Rules prescribes for every person who is engaged in generation, treatment, processing, package, storage, transportation, use, collection, destruction, conversion, recycling, offering for sale, import, export, transfer or the like of the hazardous and other wastes to obtain an authorisation from the relevant state pollution control board. 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. Bureau of Indian Standards Act, 2016 (the “BIS Act”) and Bureau of Indian Standards Rules, 2018 (the “BIS Rules”) The BIS Act establishes, publishes and regulates national standards to ensure conformity assessment, standardisation, and quality assurance of goods, articles, processes, systems and services. The BIS Act provides for the establishment of a Bureau of Indian Standards (“Bureau”) for the standardization, marking and quality certification of goods. The BIS Act provides for the functions of the bureau which include, among others (a) adopting as Indian standard, any standard established for any goods, article, process, system or service by any other institution in India or elsewhere; (b) specifying a standard mark to be called the ‘Bureau of Indian Standards Certification Mark’ which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and (c) making such inspection and taking such samples of any material or substance as may be necessary to see whether any goods, article, process, system or service in relation to which the standard mark has been used conforms to the relevant standard or whether the standard mark has been properly used in relation to any goods, article, process, system or service with or without a license. Further, the BIS Act sets out, inter alia, liability for use of standard mark on products that do not conform to the relevant Indian standard. Any person in contravention to certain provisions of the BIS Act shall be punishable with imprisonment or fine, or with both. Under the BIS Rules, Bureau shall establish Indian standards in relation to goods, article, process, system or service and shall reaffirm, amend, revise or withdraw Indian standards and shall further review, periodically, at least once in five years, all established Indian standards to determine the need for revision, amendment, reaffirmation or withdrawal 297of such standards. The Indian standards are voluntary, and their implementation depends on adoption by concerned parties unless a contrary it is stipulated in a contract or referred to in a legislation or is made mandatory by specific orders of the Government. The Legal Metrology Act, 2009 (the “Legal Metrology Act”) and Legal Metrology (Packaged Commodities) Rules, 2011 (the “Legal Metrology Rules”) The Legal Metrology Act was enacted with the objectives to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for matters connected therewith or incidental thereto. The Legal Metrology Act states that any transaction/contract relating to goods/class of goods or undertakings shall be as per the weight / measurement / numbers prescribed by the Legal Metrology Act. The specifications with respect to the exact denomination of the weight of goods to be considered in transactions are contained in rules issued by each state. The Legal Metrology Act provides for imposition of penalty on use of non-standard, or unverified weights and measures, and for making any transaction, deal or contract in contravention of the standards of weights and measures. The Legal Metrology Rules, framed under the Legal Metrology Act lays down specific provisions applicable to packages intended for retail sale, wholesale packages and for export and import of packaged commodities and also provides for registration of manufacturers and packers. The said rules also lays down specific provisions for e- commerce transactions and online sale of packaged commodities. The Indian Boilers Act, 2025 (“Boilers Act”) The Boilers Act regulates, inter-alia, the manufacture, possession and use of boilers and provides for the safety of life and property from the explosion of steam boilers and for uniformity in registration and inspection during manufacture, erection and use of boilers in India. In terms of the provisions of the Boilers Act, an owner of a boiler is required to get the boiler registered and certified for its use, by an inspector appointed by the relevant State Government. Such certification is required to be renewed annually or biennially, depending on the type of boiler. Further, the Boilers Act mandates that only certified welders are allowed to perform welding on boilers or boiler components. Coastal Regulation Zone Notification (the “CRZ Notification”) The CRZ Notification was notified on January 18, 2019, by the Ministry of Environment and Forests. The CRZ Notification restricts the setting up and expansion of any industry, operations or processes and the manufacture or handling of oil or storage or disposal of hazardous substances as specified in the Hazardous Substances (Handling, Management and Transboundary Movement) Rules, 2016 in the coastal regulation zone which extends to the coastal stretches of India and water area up to its territorial water limit (excluding the island of Andaman and Nicobar and Lakshadweep and the marine area surrounding these islands up to its territorial limit) (the “Coastal Regulation Zone”). The CRZ Notification provides for detailed classification of the Coastal Regulation Zones into different zones for the purpose of conserving and protecting coastal areas and marine waters, and accordingly permits or prohibits the specific activities within each zone. Shops and establishments legislations Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the workers employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. All establishments must be registered under the shops and establishments legislations of the state where they are located. There are penalties prescribed in the form of monetary fine or imprisonment for violation of the legislations, as well as the procedures for appeal in relation to such contravention of the provisions. Labour related legislations We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare 298of labourers and/or employees of us. The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”) The CLRA Act has been enacted to regulate the employment of contract labour in certain establishments, the regulation of their conditions and terms of service and to provide for its abolition in certain circumstances. The CLRA Act applies to every establishment in which 50 or more workmen are employed or were employed on any day of the preceding 12 months as contract labour. We are regulated by the provisions of the CLRA Act, and the rules framed thereunder which requires us to be registered as a principal employer and prescribes certain obligations with respect to welfare and health of contract labour. The CLRA Act imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period. Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act. The Factories Act, 1948 (“Factories Act”) The Factories Act pertains to the regulation of labour in factories. The term ‘factory’ is defined as any premises where 10 or more workers are working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on with the aid of power, or where 20 more workers are working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on without the aid of power. The state governments are empowered to make rules requiring the registration or licensing of factories or any class of factories. The Factories Act requires the occupier of the factory to ensure, as far as is reasonably practicable, the health, safety and welfare of all workers while they are at work in the factory. We are also subject to other laws concerning condition of working, benefit and welfare of our labourers and employees such as • the Apprentices Act, 1961; • the Child and Adolescent Labour (Prohibition and Regulation) Act, 1986; • the Employees Provident Fund and Miscellaneous Provisions Act, 1952; • the Employees State Insurance Act 1948; • the Equal Remuneration Act, 1976; • the Industrial Disputes Act, 1947; • the Industrial Employment (Standing Orders) Act, 1946; • the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979; • the Maternity Benefit Act, 1961; • the Minimum Wages Act, 1948; • the Payment of Bonus Act, 1965; • the Payment of Gratuity Act, 1972; • the Payment of Wages Act, 1936; • the Public Liability Insurance Act, 1991; • the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 • the Trade Unions Act, 1926; and • the Workmen’s Compensation Act, 1923. In order to rationalise and reform labour laws in India, the Government has enacted the following codes: • Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. It 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. 299• Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of employment in industrial establishments and undertakings, and the investigation and settlement of industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947. • Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs the constitution and functioning of social security organisations such as the employees’ provident fund and the ESIC, regulates the payment of gratuity, the provision of maternity benefits, and compensation in the event of accidents to employees, among others. It subsumes various legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972. • Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding the occupational safety, health and working conditions of persons employed in an establishment. It subsumes various legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition) Act, 1970. Certain portions of the Code on Wages, 2019 and Code on Social Security, 2020, have come into force upon notification by the Ministry of Labour and Employment. The remainder of these codes shall come into force on the day that the Government shall notify for this purpose. Intellectual property laws Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides for trademark protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual property by imposing civil and criminal liability for infringement. Trade Marks Act, 1999 and the Trade Marks Rules, 2017 The Trade Marks Act, 1999 as amended (the “Trade Marks Act”) governs the law pertaining to the protection of trade marks in India. Once a mark is registered, it is valid in India only for a period of 10 years and can be renewed from time to time in perpetuity. Registration of a trade mark grants the owner a right to exclusively use the trade mark as a mark of goods and services and provides for remedies in case of the fraudulent use of deceptively similar marks by any third party. The Trade Marks Rules, 2017 as amended (the “Trade Marks Rules”) lays down certain guidelines including the process for determination of “well-known trademark”, representation of sound marks, recognition of e- mail as a mode of service, new registration fees and mandatory filing of statements of users. Other laws In addition to the above, our Company is also required to comply with the provisions of the Companies Act and rules framed thereunder, relevant central and state tax laws, including the Income Tax Act, 1961, the Income Tax Rules, 1962, and the relevant goods and services tax legislations, Electricity Act, 2003, the National Electricity Policy, manual on water supply and treatment systems issued by Ministry of Housing and Urban Affairs, Government of India, the Competition Act, 2002, the Consumer Protection Act, 2019, the Information Technology Act, 2000, foreign exchange and investment laws, foreign trade laws, relevant fire control and safety regulations and other applicable statutes promulgated by the relevant Central and State Governments. 300HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was incorporated as ‘SFC Environmental Technologies Private Limited’ at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 29, 2005, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on June 29, 2024 and the name of our Company was changed to ‘SFC Environmental Technologies Limited’, and a fresh certificate of incorporation dated August 13, 2024 was issued to our Company by the Registrar of Companies, Central Processing Centre. Change in registered office of our Company Except as disclosed below, our Company has not changed its registered office since its incorporation: Date of Change Details of change Reasons for change October 5, 2005 Registered office of our Company was changed from 8/202, Balaji Operational convenience Garden, Sector 11, Kopar Khairane, Navi Mumbai 400 709, Maharashtra, India to 1201, Krishna Residency, Sector 30, Vashi, Navi Mumbai 400 709, Maharashtra, India April 1, 2008 Registered office of our Company was changed from 1201, Krishna Operational convenience Residency, Sector 30, Vashi, Navi Mumbai 400 709, Maharashtra, India to 202, Krishna Regency, Plot Number 40, Sector 30, Vashi, Navi Mumbai 400 703, Maharashtra, India January 1, 2010 Registered office of our Company was changed from 202, Krishna Purchase of own premises by Regency, Plot Number 40, Sector 30, Vashi, Navi Mumbai 400 703, our Company Maharashtra, India to The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India Main Objects of our Company The main objects contained in the Memorandum of Association of our Company are as mentioned below: To carry on in India or abroad the business of providing technology, designing, engineering, procuring, consulting, manufacturing, assembling, fabricating, importing, exporting, distributing, supplying, installing, commissioning, repairing of equipments, devices, systems and its components, constructing, developing, investing, owning, supervising and operating & maintaining of the facilities/utilities and carrying out research & development, for and in relation to treatment of sewage, sludge, industrial wastewater or other types of effluents & contaminated water to make it safe for discharge or reuse and to carry out all activities ancillary or incidental thereto. To generate energy and recover recyclable/resources from treatment of all types of waste including and not limited to municipal solid waste, and agro waste, agro residue etc. ensuring efficient & environmentally sustainable waste management practices in India or abroad by way of supplying technology, design & engineering, procuring, constructing, developing, investing, owning and operating the facilities for and in relation to treatment of all types of waste and agro residue including manufacturing, assembling, fabricating, importing, exporting, supplying, repairing of equipments, devices and its components in relation thereto, and carrying out all activities ancillary or incidental thereto. To carry out in India or abroad activities/projects in relation to alternative sources of energy like bio-gas, compressed bio-gas and other forms of renewable energy, automations, energy efficiency, pollution control, resource recovery, recyclables, waste minimization, waste avoidance, emissions abatement and sustainable power and other related areas, development of/contributing to infrastructure/facilities for environmental conservation, sustainability and human well-being. 301Amendments to our Memorandum of Association Set out below are the amendments to our Memorandum of Association in the ten years preceding the date of this Draft Red Herring Prospectus: Date of Shareholders’ resolution / Date of Nature of Amendment change March 10, 2023# Clause V of our Memorandum of Association was amended to reflect the increase in the authorised share capital of our Company from ₹60,000,000, consisting of 6,000,000 equity shares of ₹10 each to ₹174,000,000, consisting of 17,400,000 equity shares of ₹10 each pursuant to the Scheme of Amalgamation. June 29, 2024 Clause I of our Memorandum of Association was amended to reflect the change in name of our Company from ‘SFC Environmental Technologies Private Limited’ to ‘SFC Environmental Technologies Limited’, pursuant to the conversion of our Company to a public limited company. Clause III of our Memorandum of Association was amended to reflect clearly and comprehensively the current business objects pursued by the Company. September 5, 2024 Clause V of our Memorandum of Association was amended to reflect the subdivision of 17,400,000 equity shares of ₹10 each to 87,000,000 equity shares of ₹2 each. September 5, 2024 Clause V of our Memorandum of Association was amended to reflect the increase in the authorised share capital of our Company from ₹174,000,000 consisting of 870,00,000 equity shares of ₹2 each to ₹250,000,000, consisting of 125,000,000 Equity Shares of ₹2 each. # Pursuant to the Scheme of Amalgamation sanctioned by the National Company Law Tribunal, Mumbai Bench Major events and milestones of our Company The table below sets forth the key events in the history of our Company: Calendar Year Particulars 2005 Incorporation of our Company 2006 Secured the 1st C-Tech purchase order of our Company 2008 Acquired majority stake in SFC Umwelttechnik GmbH, Austria Acquired majority stake in Chavare Engineering Private Limited which provides electrical and automation solutions. 2011 Exclusive tie up with TurboMax Co. Ltd., South Korea for turbo blowers. Secured 100th C-Tech purchase order. 2012 Exclusive tie up with IST-Anlagenbau GmbH for solar sludge drying system. Incorporated Hindustan Waste Treatment Private Limited to execute an integrated SWT facility in 2014 North Goa. Excusive tie up with Yucheon Enviro Co. Ltd (South Korea) for fibre disc filters. Commenced operations in integrated MSW processing facility with capacity of 100 TPD North Goa 2016 facility under Hindustan Waste Treatment Private Limited. 2019 Secured 500th C-Tech purchase order. Hindustan Waste Treatment Private Limited received expansion order to enhance design capacity of a facility to 250 TPD. 2020 Order for 100 TPD capacity MSW processing facility in South Goa awarded to Vasudha Waste Treatment Private Limited. Commenced decanter manufacturing in facilities situated in Pune. Incorporated Fine Aeration Systems Private Limited to enabling manufacturing of diffusers in India. 2022 Formed a joint venture company, Turbomax India Private Limited to manufacture blowers. Expanded the capacity of integrated MSW processing facility in North Goa from 100 TPD to 250 TPD, operated and maintained by Hindustan Waste Treatment Private Limited Secured 1,000th C-Tech plant order. Company and Fine Aeration Systems Private Limited obtained authorisation to exclusively 2023 manufacture and test MP-3 diffusers, by Environmental Dynamics International, Inc., USA. Commenced operations of 100 TPD capacity integrated MSW processing facility at South Goa, 302operated and maintained by Vasudha Waste Treatment Private Limited. Incorporated Pentagen Biofuels Private Limited for agro-based CBG plants. Exclusive tie-up with Smicon, Netherlands for SWT equipment. Entered into a memorandum of understanding (MoU) with a large Indian oil and natural gas conglomerate for setting up of municipal solid waste plants for producing compressed biogas Hindustan Waste Treatment Private Limited entered into a memorandum of understanding (MoU) with a large Indian natural gas conglomerate Exclusive Agreement with a leading ultrafiltration technology company for the distribution of its 2024 UF membranes. Entered into purchase and assignment agreement to acquire SFC Umwelttechnik GmbH, Austria as a wholly owned subsidiary of the Company. Company increased shareholding to 80% in Hindustan Waste Treatment Private Limited. Company increased shareholding to 100% in Vasudha Waste Treatment Private Limited. Company increased shareholding to 100% in Hindustan Waste Treatment Private Limited. Incorporated Nanded Biofuels Private Limited for biogas generation from renewable energy sources. Company secured orders for the engineering, procurement, commissioning and operation & maintenance of: (i) a 125 TPD unsegregated MSW based compressed biogas (CBG) plant for 2025 commercial use at Tinsukia, Assam; and (ii) a 300 TPD segregated MSW based compressed biogas plant for commercial use at Bhubaneswar, Odisha, for cumulative orders worth ₹5,017.00 million Company received first order for Wastewater Recycling & Reuse (WRR) segment Acquisition of 80% share capital in IST-Anlagenbau GmbH, making it our Subsidiary. Awards, accreditations or recognitions The following are the key awards, accreditations and recognitions received by our Company: Calendar Year Particulars Awarded as the Water Technology Company of the Year by CMO global stars of the industry awards for excellence in water. 2019 ASSOCHAM India water management excellence awards 2019 for Best Technology in Water Reuse. Global Water Conservation Award, 2019 by Energy and Environment Foundation for outstanding achievement to achieve water conservation and reduce the environmental footprints in its process. Atmanirbhar Abhiyan – Champion of the Year award from the business enterprises of tomorrow awards 2024 2024 presented by Bank of Baroda. Excellence in Bio-Energy award at the Economic Times Energy Leadership Awards 2024. Launch of key products or services, entry in new geographies or exit from existing markets, capacity / facility creation or location of plants For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity or facility creation and the location of plants see “– Major Events and Milestones of our Company” and “Our Business” on pages 302 and 260 respectively. Significant financial or strategic partners Our Company does not have any significant financial or strategic partners as on the date of filing this Draft Red Herring Prospectus. Time or cost overruns Except as disclosed below, there have been no time or cost overruns pertaining in the setting up of projects by our Company since incorporation: Due, to Covid-19 Pandemic and other external circumstances, Vasudha Waste Treatment Private Limited (in relation to South Goa Plant) and Hindustan Waste Treatment Private Limited (in relation to expansion of North Goa Project) had got extension in timelines from Goa Waste Management Corporation (“GWMC”) for fulfilling their contractual 303obligations under respective contracts. The said extended timelines were adhered to. Also, for the aforesaid projects, Vasudha Waste Treatment Private Limited (in relation to South Goa Project) and Hindustan Waste Treatment Private Limited (in relation to expansion of North Goa Plant) made price escalation claims to GWMC pursuant to the project escalation cost as notified by the PWD department, Government of Goa for covid pandemic related escalation. Defaults or rescheduling / restructuring of borrowings with financial institutions / banks Our Company has not defaulted on repayment of any loan availed from any banks or financial institutions. The tenure of repayment of any loan availed by our Company from banks or financial institutions has not been rescheduled or restructured. Revaluation of assets Our Company has not revalued its assets in the 10 years preceding the date of this Draft Red Herring Prospectus. Our holding company As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company. Details regarding acquisition or divestment of business or undertakings Except as disclosed below, there have been no material acquisitions or divestments of business or undertakings by our Company in the last 10 years: 1. Our Company entered into a purchase and assignment agreement dated October 2, 2024 (“Agreement”) with Franz Urstöger and Konrad Wutscher (“Sellers”) who held 12.76% of share capital in SFC Umwelttechnik GmbH. Pursuant to the terms of the Agreement, our Company purchased the balance 12.76% of share capital in SFC Umwelttechnik GmbH from the Sellers for a total consideration of EUR 1,11,702.12 and upon completion of the transaction, our Company holds 100.00% of the share capital of SFC Umwelttechnik GmbH, making it a wholly-owned Subsidiary of our Company. The details in respect of acquisition of equity shares of SFC Umwelttechnik GmbH have been set out below: Particulars Details in respect of the acquisition Name of acquiree SFC Umwelttechnik GmbH Relationship of our Promoters or Directors None of our Promoters or Directors have any relationship with the Sellers. with the Sellers Summarized information about valuation Basis the valuation report obtained fair value of equity shares of SFC Umwelttechnik GmbH, was determined as Euro 1.00 per equity share, as on December 31, 2024. Effective date of transaction June 26, 2025 Documents pertaining to the acquisition i) Purchase and assignment agreement dated October 2, 2024 entered into between our Company, Franz Urstöger and Konrad Wutscher. ii) Valuation report dated January 30, 2025 issued by Tarang Savla & Associates, Chartered Accountants. 2. Our Company entered into a share purchase agreement with SMC Infrastructures Private Limited (“Seller”), Hindustan Waste Treatment Private Limited (“HWT”), Navitas Waste Treatment Private Limited (now known as Sustainyx Smart Solution Private Limited) (“Navitas”) and Suhas Narayan Mehta, dated October 5, 2023 (“SPA 1”). Initially, the Seller held 51.00% of the equity shareholding in HWT. Pursuant to the terms of the SPA 1, our Company acquired 12,102,400 fully paid-up equity shares of HWT, representing 31.00% of its share capital from the Seller for a total consideration of ₹151.96 million. Upon completion of this transaction, our Company held a total of 31.00% direct equity stake in HWT. Subsequently, our Company entered into another share purchase agreement with Navitas and HWT, dated February 26, 2024 (“SPA 2”). Navitas, a wholly-owned subsidiary of our Company, initially held 49.00% of the equity shareholding in HWT. To streamline the ownership structure and remove multiple layers of investments, 304our Company acquired 19,129,600 fully paid-up equity shares of HWT from Navitas, representing 49.00% of its equity share capital of HWT, for a total consideration of ₹219.99 million. Pursuant to the completion of this share purchase agreement with Navitas, our Company held 31,232,000 equity shares of HWT representing 80.00% of its share capital. There was no valuation report obtained for the acquisition of shares pursuant to SPA 1 and SPA 2. Subsequently, our Company entered into another share purchase agreement with Suhas Narayan Mehta (“Seller 1”) dated March 31, 2025 (“SPA 3”). Pursuant to the terms of SPA 3, our Company acquired 7,808,000 fully paid-up equity shares of HWT from Seller 1, representing 20.00% of its equity share capital of HWT, for a total consideration of ₹180.00 million. Pursuant to the completion of this transaction, our Company holds 100.00% share capital in HWT. The details in respect of acquisition of equity shares of HWT have been set out below: Particulars Details in respect of the acquisition Name of acquiree Hindustan Waste Treatment Private Limited Relationship of our Promoters or Directors At the time of acquisition, one of our Directors, Sandeep Sudhakar Asolkar with the Seller and Navitas was also a director in Navitas. None of our Promoters or Directors have any relationship with the Seller. Summarized information about valuation Basis the valuation report obtained in relation to SPA 3, fair value of equity shares of HWT was determined as ₹23.05 per equity share, as on December 31, 2024. Effective date of transaction i) October 5, 2023 for the acquisition of 12,102,400 equity shares of HWT by our Company pursuant to the SPA 1. ii) February 26, 2024 for the acquisition of 19,129,600 equity shares of HWT by our Company pursuant to the SPA 2. iii) March 31, 2025 for the acquisition of 7,808,000 equity shares of HWT by our Company pursuant to the SPA 3. Documents pertaining to the acquisition i) Share purchase agreement dated October 5, 2023 entered into between our Company, the Seller, HWT, Navitas and Suhas Narayan Mehta. ii) Share purchase agreement dated February 26, 2024 entered into between our Company, HWT and Navitas. iii) Share purchase agreement dated March 31, 2025 entered into between our Company and Seller 1. iv) Valuation report dated March 31, 2025 issued by the registered valuer, Jainam Doshi & Associates, Chartered Accountants 3. Our Company has entered into an agreement regarding sale and transfer of shares with Wolfgang Brehm and Maschinenbau Kaltenbach GmbH and IST-Anlagenbau GmbH (“IST”), dated July 22, 2025. Pursuant to the terms of the said share purchase agreement, our Company acquired 80.00% shares of IST-Anlagenbau GmbH from Wolfgang Brehm (39.60%) and Maschinenbau Kaltenbach GmbH (40.40%) making it subsidiary of the Company for purchase consideration amounting to Euro 3.20 million (INR 323.20 million). The details in respect of acquisition of equity shares of IST have been set out below: Particulars Details in respect of the acquisition Name of acquiree IST-Anlagenbau GmbH (IST) Relationship of our Promoters or Directors None of our Promoters or Directors have any relationship with the Sellers. with the Sellers Summarized information about valuation Basis the valuation report obtained, the total value of equity of IST, as at April 1, 2025 was determined as Euro 4.00 million* Effective date of transaction July 30, 2025 Documents pertaining to the acquisition i) Agreement regarding sale and transfer of shares dated July 22, 2025 entered into between our Company, Wolfgang Brehm and Maschinenbau Kaltenbach GmbH and IST-Anlagenbau GmbH. ii) Valuation report issued by Eidel Valuation & Assurance GmbH. * Our Company acquired IST for purchase consideration of Euro 3.20 million, which is the valuation of equity of IST based on financial position as on December 31, 2024. 3054. Our Company entered into a joint venture agreement dated July 28, 2022 with TurboMAX Co., Ltd. (“TurboMAX”), (the “JV Agreement”) a company incorporated under the laws of the Republic of Korea. The JV Agreement established a joint venture company, Turbomax India Private Limited (the “Turbomax India”), with its registered office in Mumbai / Navi Mumbai. Turbomax India shall engage in the business of (i) sale, marketing, distribution, manufacture, production control, inspection, quality assurance, quality control and after sales service of air-foil bearing, high speed, variable speed driven centrifugal turbo blowers (the “Products”) with the capacity of up to 100 horse power, (ii) after sales service of the Products governed under the supply agreement dated March 8, 2021, with the capacity mainly above 100 horse power, and (iii) any other associated businesses within (i) above, within the territory of India. Mergers or amalgamations Except as disclosed below, our Company has not been party to any merger or amalgamation in the 10 years preceding the date of this Draft Red Herring Prospectus: Our Company filed a composite scheme of amalgamation and arrangement (“Scheme of Amalgamation”) under section 230-232 and other applicable provisions of the Companies Act, 2013, for the amalgamation of Enviropro Water Tech Private Limited (“First Transferor Company”) and Intergeo Solid Waste Management Private Limited (“Second Transferor Company”, together with the First Transferor Company, the “Transferor Companies”) into and with our Company before the National Company Law Tribunal, Mumbai Bench (“NCLT”), on April 19, 2022. The Scheme of Amalgamation was approved by our Board on January 4, 2022. Our Company was the Subsidiary of the First Transferor Company, and the Second Transferor Company was the wholly owned subsidiary of our Company and an indirect subsidiary of the First Transferor Company. Pursuant to the Scheme of Amalgamation, 1,750 fully paid up Equity Shares of ₹10 each of our Company were issued and allotted for every 1,000 fully paid up equity shares of ₹10 each held in the First Transferor Company in consideration for the amalgamation of the First Transferor Company into and with our Company. The Second Transferor Company was a wholly owned subsidiary of our Company, and pursuant to the Scheme, the entire paid up share capital in the Second Transferor Company was cancelled without payment of any consideration. The rationale of the Scheme of Amalgamation was, inter alia, to consolidate, synergize the operation and holding of, and create a strong financial base for hosting the entire product portfolio under our Company, thereby resulting in unified interface with customers, on-time supplies, efficiency of management and maximising value for the shareholders. The NCLT sanctioned the Scheme of Amalgamation pursuant to its order dated December 21, 2022 (“Order”). The Order was effective on the date of filing of the copy of the Order with the RoC, i.e. on March 10, 2023 being the date on which our Company filed the relevant form with the RoC. Pursuant to the Order, our Company allotted 5,027,418 Equity Shares to the then shareholders of Enviropro Water Tech Private Limited on July 24, 2023. For further details, see “Capital Structure – Equity Share capital history of our Company” on page 114. The details in respect of amalgamation of Enviropro Water Tech Private Limited and Intergeo Solid Waste Management Private Limited into and with our Company have been set out below: Particulars Details in respect of the amalgamation Name of transferor Enviropro Water Tech Private Limited and Intergeo Solid Waste Management Private Limited Relationship of our Promoters or Directors with One of our Directors, Sandeep Sudhakar Asolkar was also a director in the Transferor Companies the Transferor Companies Summarized information about valuation The amalgamation was undertaken as per share exchange ratio of 1.75:1 at a valuation of ₹550.85 per share. Effective date of transaction March 10, 2023 Documents pertaining to the amalgamation i) Composite scheme of amalgamation and arrangement, and ii) Valuation report issued by the registered valuer, Bhavesh M Rathod. 306Shareholders’ agreements Except as set out below and as disclosed in “- Details regarding acquisition or divestment of business or undertakings” and “- Mergers or amalgamations” on page 306, there are no other arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’ agreements, inter-se agreements, any agreements between our Company, our Promoters and/or our Shareholders, agreements of like nature and/or agreements comprising of material clauses/ covenants which are material to our Company and required to be disclosed in this Draft Red Herring Prospectus or non-disclosure of which may have a bearing on the investment decisions of the prospective investors in the Offer. Further, there are no other clauses/ covenants that are adverse or prejudicial to the interest of the minority and public shareholders of our Company: Shareholder’s agreement dated October 29, 2022 (the “Shareholders’ Agreement”) entered by and among Enviropro Water Tech Private Limited, our Company, Chandrakant Vallabhaji Gogri on behalf of himself and his affiliates representing the investor group consisting of various individual investors and/or entities who have duly authorised him (the “Investor Group"), Aparna Vivek Kapoor, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Subodh Sapre, Sarvesh Kumar Garg, Veera Venkata Satyanarayana Yannamani, Sandeep Sudhakar Asolkar and Saketchandrasingh Pratapsingh Dhandoriya (together with the Investor Group, the “Parties”) as amended and modified pursuant to the waiver-cum-amendment agreement executed between the continuing parties to the Shareholders’ Agreement dated March 21, 2025 (the “SHA Amendment Agreement”) The Parties have entered into the Shareholders’ Agreement to record the terms and conditions on which the investors have subscribed to and purchased the securities, and the rights of the Investor Group in the management of our Company. Prior to the execution of the Shareholders’ Agreement, our Company had filed an application before the National Company Law Tribunal, Mumbai bench (“NCLT”) for amalgamation and arrangement and the Shareholders’ Agreement required the promoters (as defined in the Shareholders’ Agreement) to not withhold their approvals and to do all acts and deeds to effectuate and expedite the merger of Enviropro Water Tech Private Limited into our Company. Subsequently, this scheme of amalgamation and arrangement was sanctioned by the NCLT. For further details, see “– Mergers or amalgamations” on page 306. The Shareholders’ Agreement also sets out certain veto rights available with the Investor Group relating to the matters including key decisions with respect to the IPO including but not limited to issue size, issue price, issue type, appointment of financial advisor and issue manager, and decisions for taking up new work orders / projects. Several rights were granted to the Investor Group including, inter alia, (i) changes in the capital structure of our Company, (ii) mergers, demergers, restructuring, acquisitions, sale or transfer of any business, (iii) changes to dividend policy or distribution of capital / profits by way of dividends, (iv) any contract / transaction with any related party of ₹0.50 million or more on a cumulative basis in any financial year including any alteration in the compensation structure of the promoters, (v) adoption of financial statements of our Company, and (vi) initiation of any litigation or settlement of claim, the value of which exceeds ₹5.00 million, which our Company, Board or Shareholders may not take any decision on without the prior consent of the Investor Group. Further, the Shareholders’ Agreement also required our Company to get listed on the Stock Exchanges through the IPO route preferably before December 31, 2023. The terms of the Shareholders’ Agreement provide for certain transfer restrictions with respect to the transfer of equity shares by the promoters (as defined in the Shareholders’ Agreement) and the Investor Group, subject to exceptions provided for the Investor Group members under the Shareholders’ Agreement. Further, pursuant to the terms of the Shareholders’ Agreement, Sandeep Asolkar, one of our Promoters, is required to hold the position of whole-time chairman or managing director of our Company and the Investor Group has the right to nominate one non-executive director on the Board. Additionally, Investor Group in consonance with the promoters (as defined in the Shareholders’ Agreement) hold the right to appoint independent directors at any time prior to the initiation of IPO process, through mutual consent. Further, at least one of such independent directors is required to be appointed as per the nomination / recommendation of the Investor Group. The Shareholders’ Agreement also imposed restriction on the working promoters (as defined in the Shareholders' Agreement) from entering into any competing business during the period of employment with our Company and obligated such working promoters to continue to fulfil such conditions up to seven years post termination of their employment. In view of the Offer, the continuing Parties have entered into the SHA Amendment Agreement, pursuant to which our Company shall be duly listed on the Stock exchanges through IPO before the IPO Long Stop Date, which shall be the date which falls one year from the date when final observations on the Draft Red Herring Prospectus filed by the 307Company for the IPO are received from SEBI, unless otherwise extended by the parties in writing. Additionally, the Shareholders’ Agreement will be terminated with immediate effect on the date of listing of the Equity Shares on the Stock Exchanges except for the provisions in relation to the day to day management of the Company and few boiler plate clauses such as clauses in relation to governing law, dispute resolution mechanism and notice clause which shall survive the termination of the Shareholders’ Agreement. Pursuant to the Amendment Agreement the parties, to the extent applicable, have waived the veto rights for all key decisions with respect to Offer including but not limited to issue size, issue price, issue type, appointment of financial advisor and issue manager, etc. Further, the Parties, to the extent applicable, have also waived the requirement of consent to be taken for any action in relation to (i) change in capital structure; (ii) any amendment or issuance of the ESOP plan; (iii) changes to dividend policy or distribution of capital profits by dividends; and (iv) adoption of financial statements of the Company. Further, the SHA Amendment Agreement shall stand terminated with immediate effect in case the (i) Equity Shares are not listed on the Stock Exchanges on or before the IPO Long Stop Date; or (ii) where no draft offer document is filed, and the Board and Selling Shareholders jointly decide not to undertake the Offer; or (iii) where the draft offer document is filed but the Offer is abandoned, withdrawn or is unsuccessful due to any reason. In case of termination of the SHA Amendment Agreement, the Shareholders’ Agreement shall (i) be automatically re-instated to the position as it stood immediately prior to the execution of the SHA Amendment Agreement within 15 (fifteen) working days; and (ii) shall be deemed to have been continuing during the period from the date of execution of the SHA Amendment Agreement and their respective dates of termination, without any break or interruption whatsoever. Further, the corporate and organization structure of the Company (including in relation to the Articles) shall be reinstated to the position as it existed one day prior to the date of the SHA Amendment Agreement and the Parties shall initiate all actions for achieving the same within 15 (fifteen) working days of the termination of the SHA Amendment Agreement or such other extended date as may be mutually agreed. There are no special rights available to the Promoters and/or Shareholders’ which shall survive the listing of the Equity Shares of the Company. Agreements with Key Managerial Personnel, Senior Management, Director, Promoter or any other employee Neither our Promoters, nor any of the Key Managerial Personnel, Senior Management, Directors or employees of our Company have 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. Other material agreements Our Company has not entered into any other subsisting material agreement, including with strategic partners, joint venture partners and/or financial partners, other than in the ordinary course of business. Except as disclosed above, including under “- Shareholders’ Agreement”, there are no agreements entered into by our Shareholders, Promoters, Promoter Group entities, related parties, Directors, Key Managerial Personnel, employees of our Company or of our Subsidiaries or Associates, among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company, whether or not our Company is a party to such agreements. Guarantees given by our Promoter Selling Shareholders Other than as disclosed below, as on the date of this Draft Red Herring Prospectus, the Promoter Selling Shareholders have not given any guarantees to third parties: 308S. Guarantee issued Guarantee issued Borrower Guarantee amount Type of facility No. by in favour of (in ₹ million) 1. Sandeep Sudhakar Mitcon Credentia Asolkar 550.00 Issue of non-convertible Asolkar and Priya Trusteeship Tradecraft debentures by Asolkar Sandeep Asolkar Services Limited Private Limited Tradecraft Private Limited The guarantee set out above has been issued in connection with the issue of non-convertible debentures by Asolkar Tradecraft Private Limited, the Promoter Group entity. Pursuant to the terms of the deed of personal guarantee dated February 23, 2024, the obligations of Sandeep Sudhakar Asolkar and Priya Sandeep Asolkar include repayment of the guaranteed amount in case of default by Asolkar Tradecraft Private Limited. The financial implication in case of default by the borrower is that the Mitcon Credentia Trusteeship Services Limited would be entitled to invoke the guarantee to the extent of the guaranteed amount together with any interests, costs or charges. The guarantee is effective for a period until the secured obligations are repaid by the borrower. No consideration has been paid or payable to Sandeep Sudhakar Asolkar and Priya Sandeep Asolkar for providing this guarantee. The issue of non- convertible debentures by Asolkar Tradecraft Private Limited is secured by mortgage on immovable property owned by Sandeep Sudhakar Asolkar, hypothecation on movable assets of Asolkar Tradecraft Private Limited, and pledge on 5.33% shareholding of the Company held by Asolkar Tradecraft Private Limited. Guarantee S. Guarantee issued Guarantee amount issued in favour Borrower Type of facility No. by (in ₹ million) of 1. Sandeep Sudhakar ICICI Bank SFC Environmental 930.00 Working Capital (Fund Asolkar Limited Technologies Limited and Non-Fund based) 2. Sandeep Sudhakar Axis Bank SFC Environmental 641.00 Term Loan & Working Asolkar Limited Technologies Limited Capital (Fund and Non- Fund based) 3. Sandeep Sudhakar Kotak Mahindra SFC Environmental 1,075.00 Working Capital (Fund Asolkar Bank Limited Technologies Limited and Non-Fund based) 4. Sandeep Sudhakar Bank of India SFC Environmental 217.36 Working Capital (Fund Asolkar Technologies Limited and Non-Fund based) 5. Sandeep Sudhakar ICICI Bank Pentagen Biofuels 57.10 Cash Credit and Term Asolkar Limited Private Limited Loan 6. Sandeep Sudhakar ICICI Bank Hindustan Waste 300.00 Working Capital (Fund Asolkar Limited Treatment Private and Non-Fund based) Limited The guarantees set out above have been issued as security in connection with the facilities availed by our Company and our Subsidiary. Pursuant to the terms of the guarantees, the obligations of our Promoter Selling Shareholder include repayment of the guaranteed sum in case of default by the respective borrowers. The financial implications in case of default by the borrowers are that the lender would be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs or charges due to the respective lenders. The guarantees are effective for a period until the underlying loan is repaid in full by the respective borrowers. Any default or failure by our Company to repay the loans in a timely manner, or at all, could trigger repayment obligations on the part of our Promoter Selling Shareholders. No consideration has been paid or is payable to our Promoter Selling Shareholders for providing these guarantees. For details of the security in connection with the secured borrowings of our Company, see “Financial Indebtedness – Principal terms of the borrowings availed by our Company and our Subsidiaries – Security” on page 504. The borrowings of our Company are typically secured by immovable property, movable fixed assets, inventory and trade receivables. For further details in relation to the financing arrangements of our Company, see “Financial Indebtedness” and “Restated Consolidated Financial Information” on pages 503 and 353, respectively. 309OUR SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES As on the date of this Draft Red Herring Prospectus, our Company has the following Subsidiaries, Associates and Joint Ventures: Subsidiaries (i) Hindustan Waste Treatment Private Limited; (ii) Vasudha Waste Treatment Private Limited; (iii) Pentagen Biofuels Private Limited; (iv) Fine Aeration Systems Private Limited; (v) Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited); (vi) Chavare Engineering Private Limited; (vii) IST-Anlagenbau GmbH; and (viii) SFC Umwelttechnik GmbH. Step-Down Subsidiaries (i) SFC Ekotechnika, s.r.o. (Czech Reublic); and (ii) Nanded Biofuels Private Limited. Chavare Engineering & Endress Plus Hauser JV is a step-down subsidiary of the Company as per Ind AS. Chavare Engineering & Endress Plus Hauser JV is a non-corporate entity (association of persons) and has been consolidated in the Restated Consolidated Financial Information in accordance with the requirement of Ind AS 110 “Consolidated Financial Statement”. Associates (i) Turbomax India Private Limited. Joint Ventures (i) Endress + Hauser & Chavare Engineering (JV) Private Limited. Unless stated otherwise, the details in relation to our Subsidiaries, Associates and Joint Ventures provided below are as on the date of this Draft Red Herring Prospectus. Details of our Subsidiaries 1. Hindustan Waste Treatment Private Limited Corporate Information Hindustan Waste Treatment Private Limited was incorporated as a private limited company on June 27, 2014, under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U90002MH2014PTC255728. Its registered office is situated at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India, and corporate office is situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. Nature of business Hindustan Waste Treatment Private Limited is engaged in the business of design, engineering, fabrication, procurement, equipment supply, erection and commissioning of municipal solid waste (“MSW”) treatment plants based on different variants of public private partnership contracts model such as built own operate transfer (BOOT), design-built finance operate transfer (DBFOT) or cash contracts such as engineering, procurement and 310commissioning (EPC) and annuity projects. It also renders all type of services in relation to treatment of municipal solid waste and also carries out operation and maintenance services of MSW plant, processing / treating waste to separate recyclables, convert waste into sustainable energy, generating compost, generating refused derived fuel and remediation/ bio mining of legacy waste dumpsites. Capital Structure The authorised share capital of Hindustan Waste Treatment Private Limited is ₹400,000,000 divided into 40,000,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of Hindustan Waste Treatment Private Limited is ₹390,400,000 divided into 39,040,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Hindustan Waste Treatment Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 39,039,994# 100.00# Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Sandeep Sudhakar Asolkar* 1 0.00^ Mahendra Pandharinath Ingale* 1 0.00^ Sarvesh Kumar Garg* 1 0.00^ Virendra Vijay Rane* 1 0.00^ Amit Anil Sawant* 1 0.00^ Total 39,040,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 # Includes 7,807,999 equity shares (representing 20.00% of the issued and paid-up share capital) of HWTPL held by Suhas Narayan Mehta as the registered owner and held for the beneficial interest of SFC Environmental Technologies Limited. 2. Vasudha Waste Treatment Private Limited Corporate Information Vasudha Waste Treatment Private Limited was incorporated as a private limited company on May 26, 2014 under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U90000MH2014PTC255305. Its registered office is situated at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India, and corporate office is situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. Nature of business Vasudha Waste Treatment Private Limited is engaged in the business of design, engineering, fabrication, procurement, equipment supply, erection and commissioning of municipal solid waste (“MSW”) treatment plants based on different variants of public private partnership contracts model such as built own operate transfer (BOOT), design built finance operate transfer (DBFOT) or cash contracts such as engineering, procurement and commissioning (EPC) and annuity projects. It also renders all type of services in relation to treatment of municipal solid waste and also carries out operation and maintenance services of MSW plant, processing / treating waste to separate recyclables, convert waste into sustainable energy, generating compost, generating refused derived fuel and remediation/ bio mining of legacy waste dumpsites. Capital Structure 311The authorised share capital of Vasudha Waste Treatment Private Limited is ₹15,000,000 divided into 1,500,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of Vasudha Waste Treatment Private Limited is ₹10,000,000 divided into 1,000,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Vasudha Waste Treatment Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 999,994 100.00 Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Sandeep Sudhakar Asolkar* 1 0.00^ Prachiti Sandeep Asolkar* 1 0.00^ Sarvesh Kumar Garg* 1 0.00^ Mandar Dinkar Desai* 1 0.00^ Amit Anil Sawant* 1 0.00^ Total 1,000,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 3. Pentagen Biofuels Private Limited Corporate Information Pentagen Biofuels Private Limited was incorporated as a private limited company on April 24, 2023 under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Pune. It bears the corporate identification number U19201PN2023PTC219898. Its registered office is situated at Cabin No. 09, Office No. 01, Aster Coworking, S. No. 846, Near Marathwada College, Shivajinagar, Deccan Gymkhana, Pune - 411 004, Maharashtra, India, and corporate office is situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. Nature of business Pentagen Biofuels Private Limited is engaged in the business of designing, engineering, procurement services for upgradation of biogas plants, operations and maintenance services, and energy generation based on treatment of agrowaste / residue. Capital Structure The authorised share capital of Pentagen Biofuels Private Limited is ₹50,000,000 divided into 5,000,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of Pentagen Biofuels Private Limited is ₹20,000,000 divided into 2,000,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Pentagen Biofuels Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 1,999,994 100.00 Sandeep Sudhakar Asolkar* 1 0.00^ Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Prachiti Sandeep Asolkar* 1 0.00^ 312Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) Sarvesh Kumar Garg* 1 0.00^ Mandar Dinkar Desai* 1 0.00^ Amit Anil Sawant* 1 0.00^ Total 2,000,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 4. Fine Aeration Systems Private Limited Corporate Information Fine Aeration Systems Private Limited was incorporated as a private limited company on December 22, 2022, under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Pune. It bears the corporate identification number U29100PN2022PTC217219. Its registered office is situated at Unit No. 3 & 4, Nissar Industrial Park, Gat No. 404/2/5/1/3 & 4 Andori, Satara, Khandala 415 521, Maharashtra, India and corporate office is situated at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. Nature of business Fine Aeration Systems Private Limited is engaged in the business of designing, manufacturing, assembling, testing, supplying, installation and commissioning of diffused aeration systems required for sewage treatment plants and waste water treatment plants. Capital Structure The authorised share capital of Fine Aeration Systems Private Limited is ₹1,500,000 divided into 150,000 equity shares of ₹10 each. The issued, subscribed, and paid-up equity share capital of Fine Aeration Systems Private Limited is ₹1,000,000 divided into 100,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Fine Aeration Systems Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 50,996 51.00 Sushant SubhashYande 25,000 25.00 Rashmi Sushant Yande 24,000 24.00 Mandar Dinkar Desai* 1 0.00^ Amit Anil Sawant* 1 0.00^ Mahendra Pandharinath- Ingale* 1 0.00^ Rohan Manohar Kharche* 1 0.00^ Total 100,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 5. Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) Corporate Information Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) was incorporated as a private limited company on July 25, 2014 under the Companies Act, 2013 with the Registrar 313of Companies, Maharashtra at Mumbai. It bears the corporate identification number U46909MH2014PTC256611. Its registered office and corporate office is situated at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India. Nature of business Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) is engaged in the business of trading and dealing in all types of products, equipment, machinery (including spares) related to the treatment of water, wastewater, and solid waste, including agro residues, conservation of the environment, energy-efficient appliances, sustainable technologies, and renewable energy solutions. Capital Structure The authorised share capital of Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) is ₹100,000 divided into 10,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) is ₹100,000 divided into 10,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 9,994 100.00 Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Sandeep Sudhakar Asolkar* 1 0.00^ Prachiti Sandeep Asolkar* 1 0.00^ Sarvesh Kumar Garg* 1 0.00^ Mandar Dinkar Desai* 1 0.00^ Amit Anil Sawant* 1 0.00^ Total 10,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 6. Chavare Engineering Private Limited Corporate Information Chavare Engineering Private Limited was incorporated as a private limited company on June 21, 1996 under the Companies Act, 1956 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U29100MH1996PTC100426. Its registered and corporate office is situated at Plot No. TS- 19, Sagaon, PH Manpada Road, Sagaon (N.V.), Thane, Dombivli 421 204, Maharashtra, India. Nature of business Chavare Engineering Private Limited is engaged in the business of designing, manufacturing, supplying, installation and commissioning of process automation systems, which includes control panels, programmable logic controllers, power panels, operating stations and distribution boards. Capital Structure The authorised share capital of Chavare Engineering Private Limited is ₹40,000,000 divided into 400,000 equity shares of ₹100 each. The issued, subscribed and paid-up equity share capital of Chavare Engineering Private 314Limited is ₹40,000,000 divided into 400,000 equity shares of ₹100 each. Shareholding pattern The shareholding pattern of Chavare Engineering Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 203,997 51.00 Sanjay R Chavare 73,500 18.37 Rajesh R Chavare 73,500 18.37 Adwait Rajesh Chavare 49,000 12.25 Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Amit Anil Sawant* 1 0.00^ Rohan Manohar Kharche* 1 0.00^ Total 400,000 100.00 * Nominee shareholder of the SFC Environmental Technologies Limited ^ Number less than 0.01 7. IST-Anlagenbau GmbH Corporate Information IST-Anlagenbau GmbH was incorporated as a limited liability company on April 21, 1994 under the laws of the Federal Republic of Germany. It bears the registration number HRB 412311. Its registered and corporate office is situated at Rheinweg 9, 79395, Neuenburg am Rhein, Germany. Nature of business IST-Anlagenbau GmbH is engaged in the business of supply of plant equipment, the machine, control technology or turnkey solutions and commissioning support for drying of sludge generated from treatment of wastewater and solid waste. Capital Structure The authorised share capital of IST-Anlagenbau GmbH is EUR 1,25,000 divided into 1,25,000 equity shares of EUR 1 each. The issued, subscribed and paid-up equity share capital of IST is EUR 1,25,000 divided into 1,25,000 equity shares of EUR 1 each. Shareholding pattern The shareholding pattern of IST-Anlagenbau GmbH as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Environmental Technologies Limited 1,00,000 80.00 Wolfgang Brehm 12,500 10.00 Maschinenbau Kaltenbach GmbH 12,500 10.00 Total 1,25,000 100.00 8. SFC Umwelttechnik GmbH Corporate Information 315SFC Umwelttechnik GmbH was incorporated as a limited liability company on November 20, 1991 under the laws of Austria. It bears the unique commercial register number FN 3975h. Its registered and corporate office is situated at Julius-Welser Srasse 15, 5020 Salzburg, Austria. Nature of business SFC Umwelttechnik GmbH is engaged in the business of providing environmental technology solutions, equipment and goods for treatment of water and wastewater. Capital Structure The authorised share capital of SFC Umwelttechnik GmbH is EUR 875,000. The issued, subscribed and paid-up equity share capital of SFC Umwelttechnik GmbH is EUR 875,000. Shareholding pattern The shareholding pattern of SFC Umwelttechnik GmbH as on the date of this Draft Red Herring Prospectus is as provided below: Name of the shareholder Percentage of the issued and paid-up share capital (%) SFC Environmental Technologies Limited 100.00 Details of our step-down Subsidiaries 1. SFC Ekotechnika, s.r.o. Corporate Information SFC Ekotechnika, s.r.o. was incorporated as a private limited company on July 12, 1999 at Czech Republic under the laws of Czech Republic. It bears the tax number CZ25569287 and registration number C 147427. Its registered and corporate office is situated at 256 01 Benešov, Křižíkova 2107. Nature of business SFC Ekotechnika, s.r.o. is engaged in the business of machining/manufacturing activities in relation to treatment of water and waste water. Capital Structure The authorised share capital of SFC Ekotechnika, s.r.o. is CZK 100,000 divided into 100,000 equity shares of CZK 1 each. The issued, subscribed and paid-up equity share capital of SFC Ekotechnika, s.r.o. is CZK 100,000 divided into 100,000 equity shares of CZK 1 each. Shareholding pattern The shareholding pattern of SFC Ekotechnika S.R.O. as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) SFC Umwelttechnik GmbH 100,000 100.00 Total 100,000 100.00 2. Nanded Biofuels Private Limited 316Corporate Information Nanded Biofuels Private Limited was incorporated as a private limited company on February 17, 2025 under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U35106MH2025PTC440313. Its registered office is situated at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India and corporate office at 2201-2202, Rupa Renaissance, D-33, Turbhe MIDC Road, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai 400 705, Maharashtra, India. Nature of business Nanded Biofuels Private Limited is engaged in the business of designing, engineering, procurement services for upgradation of biogas plants, operations and maintenance services, and energy generation based on treatment of agrowaste / residue. Capital Structure The authorised share capital of Nanded Biofuels Private Limited is ₹10,00,000 divided into ₹1,00,000 equity shares of ₹10 each and its issued, subscribed and paid up equity share capital is ₹10,00,000 divided into 1,00,000 equity shares of ₹10 each. The shareholding pattern of Nanded Biofuels Private Limited as on date is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) Hindustan Waste Treatment Private Limited 99,994 100.00 Saketchandrasingh Pratapsingh Dhandoriya* 1 0.00^ Sandeep Sudhakar Asolkar* 1 0.00^ Prachiti Sandeep Asolkar* 1 0.00^ Sarvesh Kumar Garg* 1 0.00^ Mandar Dinkar Desai* 1 0.00^ Amit Anil Sawant* 1 0.00^ Total 100,000 100.00 * Nominee shareholder of the Hindustan Waste Treatment Private Limited ^ Number less than 0.01 Details of our Associates 1. Turbomax India Private Limited Corporate Information Turbomax India Private Limited was incorporated as a private limited company on September 14, 2022 under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U29308MH2022FTC390451. Its registered office is situated at The Ambience Court, Hi- Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India, and corporate office at Plot No D-32 MIDC Phase II, Sagaon Dombivli East, Manpada, Thane, Kalyan 421 204, Maharashtra, India. Nature of business Turbomax India Private Limited is engaged in the business to manufacture, fabricate, alter, assemble, improve, repair and servicing, prepare for market, buy, sell, import, export and otherwise deal in low-pressure compressor packages (blowers). Capital Structure 317The authorised share capital of Turbomax India Private Limited is ₹16,25,00,000 divided into 1,62,50,000 equity shares of ₹10 each and its issued, subscribed and paid up equity share capital is ₹15,85,10,000 divided into 1,58,51,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Turbomax India Private Limited as on date is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) TurboMAX Co., Ltd. 8,084,010 51.00 SFC Environmental Technologies Limited 7,766,990 49.00 Total 15,851,000 100.00 Details of our Joint Ventures 1. Endress + Hauser & Chavare Engineering (JV) Private Limited Corporate Information Endress + Hauser & Chavare Engineering (JV) Private Limited was incorporated as a private limited company on September 21, 2018 under the Companies Act, 2013 with the Registrar of Companies, Maharashtra at Mumbai. It bears the corporate identification number U74999MH2018PTC314600. Its registered and corporate office is situated at 7B, 7th Floor, Godrej One Building Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079, Maharashtra, India. Nature of business Endress + Hauser & Chavare Engineering (JV) Private Limited is engaged in the business of bidding for and undertaking water / waste water automation tenders issued by various governmental authorities of India and in this regard, to carry on in India the business of designing, assembling, integrating, importing, buying, selling, trading, supplying, storing, reselling, marketing, promoting, inspecting, assembling and developing process measuring instruments products, monitoring, controlling, and any other process automation solution system and its spare parts, components, accessories, and any other engineering products connected therewith and rendering services of indenting agents, testing, job work, repairs, maintenance, site survey, erection, commissioning, installation, certification, documentation, presale engineering, post-sale engineering, application engineering, training, and calibration activities, or any other engineering services. Capital Structure The authorised share capital of Endress + Hauser & Chavare Engineering (JV) Private Limited is ₹5,000,000 divided into 500,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of Endress + Hauser & Chavare Engineering (JV) Private Limited is ₹500,000 divided into 50,000 equity shares of ₹10 each. Shareholding pattern The shareholding pattern of Endress + Hauser & Chavare Engineering (JV) Private Limited as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and paid- Name of the shareholder shares up share capital (%) Endress + Hauser (India) Private Limited 25,500 51.00 Chavare Engineering Private Limited 24,500 49.00 Total 50,000 100.00 318Accumulated profits or losses There are no accumulated profits or losses of any of our Subsidiaries, Associate or Joint Venture that have not been accounted for by our Company in the Restated Consolidated Financial Information as per applicable accounting standards. Business interest in our Company Other than as mentioned in this section, and in “Other Financial Information - Related Party Transactions” and “Our Business” on pages 470 and 260, respectively, our Subsidiaries, Associate or Joint Venture have no business interests in our Company. Common Pursuits Except for Hindustan Waste Treatment Private Limited, Vasudha Waste Treatment Private Limited, Pentagen Biofuels Private Limited, Fine Aeration Systems Private Limited, Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited), Chavare Engineering Private Limited, IST-Anlagenbau GmbH, SFC Umwelttechnik GmbH, SFC Ekotechnika, s.r.o., Nanded Biofuels Private Limited, Turbomax India Private Limited, and Endress + Hauser & Chavare Engineering (JV) Private Limited, none of our Subsidiaries, Associates or Joint Venture are engaged in a business similar to the business of our Company. Our Company shall adopt necessary measures and practices as permitted by law and regulatory guidelines to address any conflict situation as and when they arise. Confirmations None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, any of the securities of our Subsidiaries have not been refused listing by any stock exchange in India or abroad, nor have any of our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad, to the extent applicable. 319OUR MANAGEMENT Board of Directors The Articles of Association of our Company require that our Board shall comprise of not less than three Directors and not more than 15 Directors, provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting. As on the date of filing this Draft Red Herring Prospectus, we have eight Directors on our Board, of whom, three are Executive Directors, one is a Non-Executive Director and four are Additional Non- Executive Independent Directors, including one woman Additional Non-Executive Independent Director. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof. The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus: Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN Sandeep Sudhakar Asolkar Indian Companies: Designation: Chairman and Managing Director 1. Asolkar Tradecraft Private Limited Date of birth: December 5, 1968 Foreign Companies: Age: 56 years Nil Address: 27, Udayagiri Society, opposite Telecom Factory, Deonar, Mumbai 400 088, Maharashtra, India Occupation: Business Current term: For a period of five years with effect from October 27, 2023 Period of directorship: Director since incorporation of our Company DIN: 00097828 Chandrakant Vallabhaji Gogri Indian Companies: Designation: Non-Executive Director 1. Aarti Nature Care Private Limited 2. Aarti Surfactants Limited Date of birth: August 16, 1946 3. Alchemie Financial Services Limited 4. Anushakti Enterprise Private Limited Age: 79 years 5. Crystal Millennium Realtors Private Limited 6. KJF Shelters Foundation Address: 1801, Richmond Tower, Cliff Avenue, Hiranandani Garden, 7. KJF Manavta-NI-Mahek Foundation Near Hiranandani School, Powai, Mumbai 400 076, Maharashtra, 8. Parakh Hospitals Private Limited India 9. Prozeal Green Energy Limited 10. Saswat Trusteeship Private Limited Occupation: Business Foreign Companies: Current term: With effect from November 18, 2023, liable to retire by rotation Nil Period of directorship: Director since October 27, 2023 DIN: 00005048 Sarvesh Kumar Garg Indian Companies: Designation: Executive Director 1. Chavare Engineering Private Limited 2. Sustainyx Smart Solution Private Limited (formerly Date of birth: May 1, 1972 known as Navitas Waste Treatment Private Limited) 320Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN 3. Turbomax India Private Limited Age: 53 years Foreign Companies: Address: 3/103-104, Kesar Harmony, Plot Number 11/12, Sector 6, Kharghar, Raigad 410 210, Maharashtra, India Nil Occupation: Service Current term: With effect from December 29, 2020, liable to retire by rotation Period of directorship: Director since June 12, 2020 DIN: 06873116 Saketchandrasingh Pratapsingh Dhandoriya Indian Companies: Designation: Additional Executive Director 1. Hindustan Waste Treatment Private Limited 2. Pentagen Biofuels Private Limited Date of birth: May 29, 1974 3. Vasudha Waste Treatment Private Limited Age: 51 years Foreign Companies: Address: Flat Number B-302, Neelsidhi Splendour, Road Number 4, Nil Plot Number 58 and 65, Sector 15, CBD Belapur, Navi Mumbai, Konkan Bhavan, Thane 400 614, Maharashtra, India Occupation: Service Current term: From September 5, 2024 till the next annual general meeting of the Shareholders and liable to retire by rotation Period of directorship: Director since September 5, 2024 DIN: 06873114 Neha Rajen Gada Indian Companies: Designation: Additional Non-Executive Independent Director 1. Aarti Drugs Limited 2. Fore Green Real Estate Private Limited Date of birth: March 22, 1976 3. Gala Precision Engineering Limited 4. Infineon Capital Advisors Private Limited Age: 49 years 5. JITO Mumbai Midtown Chapter Foundation 6. Motilal Oswal Home Finance Limited Address: 701, Krishna Kunj, Plot number 49, Road number 9, 7. Pinnacle Life Science Private Limited Brahmanwada, Matunga Central Railway, Mumbai 400 019, 8. Sejal Glass Limited Maharashtra, India 9. Tamboli Industries Limited (formerly Tamboli Capital Limited) Occupation: Business Foreign Companies: Current term: For a period of five years with effect from August 14, 2025 Nil Period of directorship: Director since August 14, 2024 DIN: 01642373 Satish Chandrashekhar Deshpande Indian Companies: Designation: Additional Non-Executive Independent Director Nil 321Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN Date of birth: January 25, 1954 Foreign Companies: Age: 71 years Nil Address: Flat No. 101, Sneh Kunj, Plot number 78, B Lane, Sector 8, Vashi, Navi Mumbai 400 703, Maharashtra, India Occupation: Business Current term: For a period of one year with effect from August 14, 2025 Period of directorship: Director since August 14, 2024 DIN: 03153724 Nandkishor Trivikram Joshi Indian Companies: Designation: Additional Non-Executive Independent Director 1. Common Effluent Treatment Plant (Thane-Belapur) Association Date of birth: November 20, 1952 2. Padmaja Areo Biologicals Private Limited 3. Paona Chempro Private Limited Age: 72 years 4. Trans Thane Creek Waste Management Association Address: RH 3, Om Shiv Parvati CHS, Plot Number 101, Sector 29, Foreign Companies: Navi Mumbai 400 703, Maharashtra, India Nil Occupation: Business Current term: For a period of one year with effect from August 14, 2025 Period of directorship: Director since August 14, 2024 DIN: 02070242 Dilip Damodar Karambelkar Indian Companies: Designation: Additional Non-Executive Independent Director 1. Aaswad Prakashan Private Limited 2. Vivek Rural Development Centre Date of birth: December 28, 1954 3. Vivek Webmedia Foundation Age: 70 years Foreign Companies: Address: C – 704, Meena towers, Swastik park, Chembur, Mumbai Nil 400 071, Maharashtra, India Occupation: Self employed Current term: For a period of one year from with effect from August 14, 2024 Period of directorship: Director since August 14, 2024 DIN: 00970812 Brief profiles of our Directors Sandeep Sudhakar Asolkar is a Promoter and the Chairman and Managing Director on the Board of our Company. He holds a bachelor’s degree in civil engineering from Sardar Patel College of Engineering, University of Bombay. He has completed a senior management programme of the 3-tier programme for management development from 322Indian Institute of Management, Ahmedabad. He has received a certificate in business excellence from Columbia Business School in recognition of completing the advanced management program. He has undergone factory training program and is certified to operate and perform maintenance on Energy Recovery Inc. products. Further, he has attended the “Recent Advances in Water and Waste Water Treatment” course organised by the School of Water Sciences, Cranfield University in April 1999. He has over 31 years of experience in the environmental engineering sector. He has previously served as manager – waste water treatment with Ion Exchange (India) Limited, sales engineer with Hindustan Dorr-Oliver Limited, junior engineer (environmental) with Gherzi Eastern Limited and as project engineer with Klean Environmental Consultants Private Limited. He has been awarded the Times Group Trendsetters 2022 award in the field of sewage and solid waste treatment, Entrepreneur of the Year at the Business Enterprises of Tomorrow Awards 2024 presented by Dun & Bradstreet, Inspiring Personalities 2022 by the Economic Times, Maharashtra Achievers’ Awards 2021 for leading environmental technology company and has been recognised as Icons of Navi Mumbai by the Economic Times. Chandrakant Vallabhaji Gogri is a Non-Executive Director on the Board of our Company. He holds a diploma in business management from Ghatkopar Institute of Management, Bombay. He is a promoter of Aarti Drugs Limited, Aarti Industries Limited, Aarti Pharmalabs Limited and Aarti Surfactants Limited. He has been awarded the Lala Shriram National Award 2015 by Indian Institute of Chemical Engineers for leadership in chemical industry and Lifetime Achievement Award 2022 by Federation of Indian Chambers of Commerce and Industry for lifetime contribution to the industry. Sarvesh Kumar Garg is an Executive Director on the Board of our Company. He holds a bachelor of engineering degree in environmental subject from Kolhapur Institute of Technology’s College of Engineering. He has completed a diploma programme on industrial safety from the National Council for Labour Management. He has also completed a course on “Sludge Treatment and Membrane Technology” jointly organised by Dr. Babasaheb Ambedkar Technological University, Lonere, India and School of Water Sciences, Cranfield University, United Kingdom. He has participated in a two-day workshop on “Water and Wastewater Treatment” held by Indian Institute of Chemical Engineers, Mumbai Regional Centre. He has over 26 years of experience in the environmental engineering sector. He has previously served as the deputy manager – process with Aquatech Industries (India) Private Limited, the senior executive - proposals with Ion Exchange (India) Limited, the deputy manager – environment with Paryacon Engineers Private Limited and the engineer (environment) with Premier Energy Technologies Private Limited. Saketchandrasingh Pratapsingh Dhandoriya is a Promoter and an Additional Executive Director on the Board of our Company. He holds a diploma in mechanical engineering from Board of Technical Examination, Maharashtra. He has over 25 years of experience in the environmental engineering sector. He has been associated with our Company since 2005 and has previously served as manager – field services with Ion Exchange (India) Limited. Neha Rajen Gada is an Additional Non-Executive Independent Director on the Board of our Company. She is an associate member of the Institute of Chartered Accountants of India (“ICAI”) and holds the certificate for limited insolvency examination from Insolvency and Bankruptcy Board of India. She has previously served as a manager with Bombay Stock Exchange Limited and is a co-founder in Infineon Capital Advisors Private Limited. She has been awarded the “Card of Recognition” for completing 25 years of membership with the ICAI and first position in the category of “CA Women Independent Director” award conferred by the Women & Young Members Excellence Committee of the ICAI, 2023. Satish Chandrashekhar Deshpande is an Additional Non-Executive Independent Director on the Board of our Company. He holds a bachelor’s degree in engineering from Nagpur University, and a master’s degree in technology (public health engineering) from Nagpur University. He is a fellow of the Institution of Engineers (India). Further, he is currently a member of standing committee on premises related procurement which is formulated by Reserve Bank of India and has also served as a chairman of the said committee from January 2021 till January 2024. He holds certification for “Industrial and Municipal Water and Wastewater Treatment Facilities” from the United States Environmental Training Institute from 1993. He has over 36 years of experience. He has previously served as the chief executive officer with OPT Engineers Private Limited, and the chief engineer and general manager (technology) with City and Industrial Development Corporation of Maharashtra Limited, consultant in public health engineering with Shah Technical Consultants Private Limited and assistant lecturer with Government Polytechnic, Nagpur. Further, he has been provided with an appreciation letter from City and Industrial Development Corporation of Maharashtra Limited. 323Nandkishor Trivikram Joshi is an Additional Non-Executive Independent Director on the Board of our Company. He holds a master’s degree in science and a doctorate degree in philosophy (science) from University of Bombay. He has completed the “Center for Urban Environment Workshop” sponsored by the United States Information Agency and the College of Applied Science and Technology, Illinois State University in January 2000. Further, he is the founder of Padmaja Areo Biologicals Private Limited where he has over 17 years of experience as a director. Dilip Damodar Karambelkar is an Additional Non-Executive Independent Director on the Board of our Company. He holds a bachelor’s degree in science and a master’s degree in business administration from Shivaji University. He has over 25 years of experience as an editor of, Vivek Weekly. He also serves as a governing body member for Vaidyaraj Vision and Vivek Vyaspeeth. Details of directorship in companies suspended or delisted Except as disclosed below, none of our Directors is or was a director of any listed company, whose shares have been or were suspended from being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the term of their directorship in such company: i) NSE and BSE issued notices dated April 28, 2021 and April 29, 2021, respectively, for the procedural suspension of trading of equity shares of Sejal Glass Limited (“SGL”) from May 7, 2021 for the purpose of fixing the record date for the implementation of reduction of share capital of SGL (“Capital Reduction”) pursuant to the resolution plan approved by National Company Law Tribunal, Mumbai bench in its order dated March 26, 2021 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”). Neha Rajen Gada, one of our Additional Non-Executive Independent Director, was appointed on the board of SGL as an independent director on May 17, 2021, during the ongoing procedural suspension of trading of equity shares of SGL. Following the completion of the Capital Reduction, NSE and BSE vide notices/circulars dated December 9, 2021, respectively, approved the listing and trading of the equity shares of SGL, with effect from December 13, 2021. Particulars Details Name of the company Sejal Glass Limited Name of the stock exchange(s) on which the company is National Stock Exchange of India Limited and BSE Limited listed Date of suspension on stock exchanges May 7, 2021 If trading suspended for more than three months, reason for Procedural suspension for the purpose of reduction of share suspension and period of suspension capital of Sejal Glass Limited pursuant to the resolution plan approved by National Company Law Tribunal, Mumbai bench in its order dated March 26, 2021 under the provisions of Insolvency and Bankruptcy Code, 2016 If the suspension of trading was revoked, the date of December 13, 2021 revocation of suspension Term of directorship of Neha Rajen Gada on Board of Sejal Five consecutive financial years, not liable to retire by Glass Limited rotation from May 17, 2021 Further, none of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company. Relationships between our Directors and the Key Managerial Personnel or Senior Management Except as disclosed below, none of our Directors are related to each other or to any of our Key Managerial Personnel or Senior Management: (i) Sandeep Sudhakar Asolkar is the father of Prachiti Sandeep Asolkar. Arrangement or understanding with major Shareholders, customers, suppliers or others None of our Directors have been appointed on our Board pursuant to any arrangement with our major shareholders, customers, suppliers or others. 324Service contracts with Directors Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment. Borrowing Powers At present, our Company’s borrowings are within the limits prescribed by the Companies Act and our Articles of Association. Pursuant to our Articles of Association and the applicable provisions of the Companies Act, our Board is authorised to borrow any sum or sums of money from time to time from any or more banks, NBFCs, financial institutions, bodies corporate, mutual funds, or any other entity or person, whether by way of advances, loans, debentures, bonds or otherwise whether unsecured or secured which together with the monies already borrowed do not exceed the sum of ₹6,110.23 million subject to the limits approved under section 180(1)(c) of the Companies Act. In the event our Company proposes to borrow sums in excess of such limits prescribed by the Companies Act, we will be required to obtain the consent of our shareholders through a special resolution. Terms of appointment of our Directors a) Terms of employment of our Executive Directors Sandeep Sudhakar Asolkar, Chairman and Managing Director Sandeep Sudhakar Asolkar was appointed as the Chairman and Managing Director of our Company pursuant to a resolution passed by our Board of Directors at their meeting held on October 27, 2023, and a resolution passed by our Shareholders at their annual general meeting held on November 18, 2023. He receives remuneration from our Company in accordance with the Board resolution dated August 14, 2024 and the resolution of our shareholders approved in their general meeting held on September 5, 2024. Our Company has set out the terms of his remuneration in accordance with the provisions of sections 196, 197 and 203 read with Schedule V of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of the remuneration that Sandeep Sudhakar Asolkar is entitled to and the other terms of his employment are enumerated below: 1. Fixed remuneration of ₹33.00 million per annum along with variable remuneration of 0.50% of net profit of our Company. Sarvesh Kumar Garg, Executive Director Sarvesh Kumar Garg was appointed as the Executive Director of our Company pursuant to the resolution passed by our Board on June 5, 2020 and the resolution passed by our Shareholders on December 29, 2020. He receives remuneration from our Company in accordance with the Board resolution dated August 14, 2024. Our Company has set out the terms of his remuneration in accordance with the provisions of sections 196, 197 and 203 read with Schedule V of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of the remuneration that Sarvesh Kumar Garg is entitled to and the other terms of his employment are enumerated below: 1. Fixed remuneration of ₹11.83 million per annum. Saketchandrasingh Pratapsingh Dhandoriya, Additional Executive Director Saketchandrasingh Pratapsingh Dhandoriya has been appointed as an Additional Executive Director of our Company pursuant to the resolution passed by our Board on September 5, 2024. He receives remuneration from our Company in accordance with the Board resolution dated September 5, 2024. Our Company has set out the terms of his remuneration in accordance with the provisions of sections 196, 197 and 203 read with Schedule V of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 3252014. The details of the remuneration that Saketchandrasingh Pratapsingh Dhandoriya is entitled to and the other terms of his employment are enumerated below: 1. Fixed remuneration of ₹11.83 million per annum. b) Sitting fees and commission to Non-Executive Director and Additional Non-Executive Independent Directors Pursuant to a resolution of our Board dated August 14, 2024, our Non-Executive Director is entitled to receive ₹15,000 as sitting fees and for attending each meeting of our Board and the committees constituted of the Board. Further, our Non-Executive Director may be paid commission and reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations. Pursuant to the Additional Non-Executive Independent Directors appointment letters dated August 11, 2025, our Additional Non-Executive Independent Directors are entitled to receive ₹15,000 as sitting fees and for attending each meeting of our Board and the committees constituted of the Board. Further, our Additional Non-Executive Independent Directors may be paid reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations. Our Company has not entered into any contract appointing or fixing the remuneration of a Director, whole-time director, or manager in the two years preceding the date of this Draft Red Herring Prospectus. Payments or benefits to our Directors a) Executive Directors The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if any) paid to our Executive Directors for the Fiscal 2025: S. Remuneration for Fiscal Name of the Director Designation of Director No. 2025 (in ₹ million) 1. Sandeep Sudhakar Asolkar Chairman and Managing Director 41.45 2. Sarvesh Kumar Garg Executive Director 11.83 3. Saketchandrasingh Pratapsingh Dhandoriya Additional Executive Director 11.83 Note: Saketchandrasingh Pratapsingh Dhandoriya was appointed as Additional Executive Director of our Company with effect from September 5, 2024 and he was paid remuneration of ₹ 6.90 million in the capacity of the Additional Executive Director. b) Non-Executive Directors The table below sets forth the details of the remuneration (including sitting fees and commission) paid to our Non-Executive Directors for the Fiscal 2025: S. Remuneration for Fiscal 2025 Name of the Director Designation of Director No. (in ₹ million) 1. Chandrakant Vallabhaji Gogri Non-Executive Director 0.05 2. Neha Rajen Gada Additional Non-Executive Independent 0.18 Director 3. Satish Chandrashekhar Deshpande Additional Non-Executive Independent 0.12 Director 4. Nandkishor Trivikram Joshi Additional Non-Executive Independent 0.12 Director 5. Dilip Damodar Karambelkar Additional Non-Executive Independent 0.12 Director Note: 1. Amount paid to Chandrakant Vallabhaji Gogri is towards sitting fees. Remuneration paid or payable to our Directors by our Subsidiaries or Associates: 326No remuneration has been paid to our Directors by any of our Subsidiaries or Associates in Fiscal 2025. Contingent and deferred compensation payable to the Directors As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration. Bonus or profit-sharing plan for our Directors Except as set out in “– Terms of appointment of our Directors” on page 325, our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have participated. Shareholding of Directors in our Company The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring Prospectus: No. of Equity Percentage of the pre-Offer Percentage of the post-Offer Name of the Director Shares paid up share capital (%) paid up share capital (%)* Sandeep Sudhakar Asolkar(1) 31,585,470 33.81 [●] Chandrakant Vallabhaji Gogri(2) 6,600,225 7.06 [●] Sarvesh Kumar Garg 5,527,215 5.92 [●] Saketchandrasingh Pratapsingh Dhandoriya 8,434,125 9.03 [●] Neha Rajen Gada(3) 37,500 0.04 [●] * Subject to finalisation of Basis of Allotment. (1) Out of 31,585,470 Equity Shares held by Sandeep Sudhakar Asolkar, he individually holds 13,500,000 Equity Shares aggregating to 14.45% of the pre-Offer paid up share capital of our Company; and he jointly with Priya Sandeep Asolkar, one of our Promoters, holds 18,085,470 Equity Shares aggregating to 19.36% of the pre-Offer paid up share capital of our Company. (2) Out of 6,600,225 Equity Shares held by Chandrakant Vallabhaji Gogri, he jointly holds (i) 5,749,350 Equity Shares with Jaya Chandrakant Gogri and Hetal Gogri Gala, aggregating to 6.15% of the pre-Offer paid up share capital of our Company, and (ii) 850,875 Equity Shares with Jaya Chandrakant Gogri, aggregating to 0.91% of the pre-Offer paid up share capital of our Company. (3) Out of the cumulative 37,500 Equity Shares held by Neha Rajen Gada, 18,750 Equity Shares are held by Neha Rajen Gada jointly with Rajen Hemchand Gada (Neha Rajen Gada being the first holder) and 18,750 Equity Shares are held by Rajen Hemchand Gada jointly with Neha Rajen Gada (Rajen Hemchand Gada being the first holder). Our Articles of Association do not require our Directors to hold qualification shares. Interest of Directors All our Directors may be deemed to be interested to the extent of fees and commission, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration, commission and reimbursement of expenses, if any, payable to them by our Company. Sandeep Sudhakar Asolkar, Saketchandrasingh Pratapsingh Dhandoriya and Sarvesh Kumar Garg may be deemed to be interested to the extent of remuneration paid to them for services rendered as officers of our Company. For further details, see “Restated Consolidated Financial Information – Note 52 - Related Party Disclosures” on page 436. Our Directors may also be regarded as interested to the extent of the Equity Shares, if any, held by them and to the extent of any dividend payable to them and other distributions in respect of these Equity Shares. For further details regarding the shareholding of our Directors, see “Shareholding of Directors in our Company” on page 327. Further, (i) Sarvesh Kumar Garg is a director on the board of our Subsidiary, Chavare Engineering Private Limited, Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) and on the board of our Associate, Turbomax India Private Limited; (ii) Sandeep Sudhakar Asolkar is a director on the board of our Group Company, Asolkar Tradecraft Private Limited; and (iii) Saketchandrasingh Pratapsingh Dhandhoriya is a director on the board of our Subsidiaries, namely – (a) Hindustan Waste Treatment Private Limited, (b) Pentagen Biofuels Private Limited and (c) Vasudha Waste Treatment Private Limited. 327Further, our Directors are also directors on the boards, or are shareholders, trustees or members of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. For further details, see “Restated Consolidated Financial Information – Note 52 – Related Party Disclosures” on page 436. Except to the extent of the sale of Equity Shares in the Offer for Sale by Sandeep Sudhakar Asolkar (jointly with Priya Sandeep Asolkar), Saketchandrasingh Pratapsingh Dhandoriya, Sarvesh Kumar Garg and Chandrakant Vallabhaji Gogri (with respect to the joint shareholding of Jaya Chandrakant Gogri with Chandrakant Vallabhaji Gogri and Hetal Gogri Gala) who are also Directors of our Company, there is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds from the Offer. Interest in promotion of our Company As on the date of this Draft Red Herring Prospectus, except for Sandeep Sudhakar Asolkar and Saketchandrasingh Pratapsingh Dhandoriya who are the Promoters of our Company, none of our other Directors are interested in the promotion of our Company. For further details, see “Our Promoters and Promoter Group” on page 344. Interest in land and property Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company. Further, our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus. Loans to Directors As on the date of this Draft Red Herring Prospectus, no loans have been availed by our Directors from our Company. Other confirmations No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce such Director to become or to help such Director qualify as a Director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company. Changes to our Board in the last three years Except as mentioned below, there have been no changes in our Directors in the last three years: Designation (at the time of Date of appointment / Name of the Director appointment / change in change in designation / Reason designation / cessation) cessation Chandrakant Vallabhaji Additional Director October 27, 2023 Appointment as Non-Executive Director Gogri Sandeep Sambhaji Parab Executive Director November 6, 2023 Resignation due to reconstitution of the Board as per the Shareholders’ Agreement Veera Venkata Executive Director November 6, 2023 Resignation due to reconstitution of the Satyanarayana Board as per the Shareholders’ Yannamani Agreement Sandeep Sudhakar Managing Director October 27, 2023 Change in designation from Managing Asolkar Director to Chairman and Managing Director Neha Rajen Gada Additional (Non-Executive August 14, 2024 Appointment as an additional non- Independent) Director executive independent director Satish Chandrashekhar Additional (Non-Executive August 14, 2024 Appointment as an additional non- Deshpande Independent) Director executive independent director 328Designation (at the time of Date of appointment / Name of the Director appointment / change in change in designation / Reason designation / cessation) cessation Nandkishor Trivikram Additional (Non-Executive August 14, 2024 Appointment as an additional non- Joshi Independent) Director executive independent director Dilip Damodar Additional (Non-Executive August 14, 2024 Appointment as an additional non- Karambelkar Independent) Director executive independent director Saketchandrasingh Additional (Executive September 5, 2024 Appointment as an additional Executive Pratapsingh Dhandoriya Director) Director Neha Rajen Gada Non-executive independent August 14, 2025 Appointment as an Additional Non- director Executive Independent Director Satish Chandrashekhar Non-executive independent August 14, 2025 Appointment as an Additional Non- Deshpande director Executive Independent Director Nandkishor Trivikram Non-executive independent August 14, 2025 Appointment as an Additional Non- Joshi director Executive Independent Director Dilip Damodar Non-executive independent August 14, 2025 Appointment as an Additional Non- Karambelkar director Executive Independent Director Note: This table does not include details of regularisations of additional Directors. Corporate Governance The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining to the constitution of the Board and committees thereof. As on the date of filing this Draft Red Herring Prospectus, we have eight Directors on our Board, of whom three are Executive Directors, one is a Non-Executive Director and four are Additional Non-Executive Independent Directors, including one woman Additional Non-Executive Independent Director. Committees of our Board In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following committees of our Board: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders’ Relationship Committee (d) Corporate Social Responsibility Committee (e) Risk Management Committee For purposes of the Offer, our Board has also constituted an IPO Committee. (a) Audit Committee The Audit Committee was constituted by our Board through its resolution dated September 5, 2024. Our Board has adopted a revised terms of reference for the Audit Committee through its resolution dated March 21, 2025. It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit committee is as follows: The members of the Audit Committee are: Name of Director Position in the Committee Designation Neha Rajen Gada Chairperson Non-Executive Independent Director* Sandeep Sudhakar Asolkar Member Chairman and Managing Director Dilip Damodar Karambelkar Member Non-Executive Independent Director* Satish Chandrashekhar Deshpande Member Non-Executive Independent Director* 329*Additional Non-Executive Independent Director with effect from August 14, 2025 The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows: Powers of Audit Committee The Audit Committee shall have powers, which should include the following: (a) To investigate any activity within its terms of reference; (b) To seek information from any employee of the Company; (c) To obtain outside legal or other professional advice; (d) To secure attendance of outsiders with relevant expertise, if it considers necessary; and (e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations. Role of Audit Committee The role of the Audit Committee shall include the following: (a) Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; (b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee; (c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company; (d) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of section 134(3) of the Companies Act, 2013; • Changes, if any, in accounting policies and practices and reasons for the same; • Major accounting entries involving estimates based on the exercise of judgment by the management of the Company; • Significant adjustments made in the financial statements arising out of audit findings; • Compliance with listing and other legal requirements relating to financial statements; • Disclosure of any related party transactions; and • Qualifications / modified opinion(s) in the draft audit report. (e) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval; (f) Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the monitoring agency report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, or preferential issue or qualified 330institutions placement and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use / application of the funds raised through the proposed initial public offer by the Company; (g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; (h) Formulating a policy on related party transactions, which shall include materiality of related party transactions; (i) Approval or any subsequent material modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company or its Subsidiaries subject to such conditions as may be prescribed under the SEBI Listing Regulations. Provided that only those members of the committee, who are independent directors, shall approve related party transactions; Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act. (j) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company or its Subsidiaries pursuant to each of the omnibus approvals given; (k) Scrutiny of inter-corporate loans and investments; (l) Undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary; (m) Evaluation of internal financial controls and risk management systems; (n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; (o) 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; (p) Discussion with internal auditors of any significant findings and follow up there on; (q) 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; (r) 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; (s) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; (t) Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; (u) Reviewing the functioning of the whistle blower mechanism; (v) Approval of the appointment of the Chief Financial Officer of the Company (“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 and background, etc., of the candidate; 331(w) Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision; (x) To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time; (y) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee for directors and employees to report their genuine concerns or grievances; (z) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc., on the Company and its shareholders; (aa) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; (bb) reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; (cc) approving the key performance indicators for disclosure in its offering documents; (dd) Carrying out any other functions and roles as required to be carried out by the Audit Committee as may be decided by the Board as per the Companies Act, the SEBI Listing Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties; and (ee) To make available its terms of reference and review periodically those terms of reference and its own effectiveness and recommend any necessary changes to the Board. The Audit Committee shall mandatorily review the following information: (a) Management discussion and analysis of financial condition and results of operations; (b) Management letters/letters of internal control weaknesses issued by the statutory auditors of the Company; (c) Internal audit reports relating to internal control weaknesses; (d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; (e) Statement of deviations: • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and • annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice, certified by the statutory auditors of the Company, in terms of Regulation 32(7) of the SEBI Listing Regulations; and (f) Quarterly statement of variation for public issue, rights issue and preferential issue indicating category wise variation (capital expenditure, sales and marketing, working capital, etc.) between projected utilisation of funds and the actual utilisation of funds, before the submission to stock exchange(s); and (g) Such information as may be prescribed under the Companies Act and SEBI Listing Regulations. 332The Company Secretary of our Company shall serve as the secretary of the Audit Committee. The Audit Committee is required to meet at least four times in a financial year and not more than one hundred and twenty days shall elapse between two consecutive meetings under Regulation 18(2)(a) of the SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. (b) Nomination and Remuneration Committee The Nomination and Remuneration committee was constituted by our Board through its resolution dated September 5, 2024. Our Board has adopted a revised terms of reference for the Nomination and Remuneration committee through its resolution dated March 21, 2025. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration committee is as follows: Name of Director Position in the Committee Designation Dilip Damodar Karambelkar Chairperson Non-Executive Independent Director* Chandrakant Vallabhaji Gogri Member Non-Executive Director Nandkishor Trivikram Joshi Member Non-Executive Independent Director* Satish Chandrashekhar Deshpande Member Non-Executive Independent Director* *Additional Non-Executive Independent Director with effect from August 14, 2025 The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as follows: (a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; The Nomination and Remuneration Committee, while formulating the above policy, should ensure that (i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. (b) Formulation of criteria for evaluation of performance of independent directors and the Board; (c) 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: (i) use the services of an external agencies, if required; (ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and (iii) consider the time commitments of the candidates. (d) Devising a policy on diversity of the Board; 333(e) Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report; (f) Analysing, monitoring and reviewing various human resource and compensation matters; (g) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors; (h) Recommending the remuneration, in whatever form, payable to the senior management and other staff (as deemed necessary); (i) Reviewing and approving the Company’s compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; (j) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; (k) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (l) Administering, monitoring and formulating the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the applicable laws (“ESOP Scheme”) (i) Determining the eligibility of employees to participate under the ESOP Scheme; (ii) Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate; (iii) Date of grant; (iv) Determining the exercise price of the option under the ESOP Scheme; (v) The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct; (vi) The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period; (vii) The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee; (viii) The right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period; (ix) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares; (x) The grant, vest and exercise of option in case of employees who are on long leave; (xi) Allow exercise of unvested options on such terms and conditions as it may deem fit; (xii) The procedure for funding the exercise of options; (xiii) Forfeiture/ cancellation of options granted; 334(xiv) Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration: ▪ the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action; and ▪ the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option. (m) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme; (n) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: (a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; (b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended; and (c) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by the Company and its employees, as applicable; (o) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee; (p) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations. The Nomination and Remuneration Committee is required to meet at least once in a financial year under Regulation 19(3A) of the SEBI Listing Regulations. The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director. (c) Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by our Board through its resolution dated September 5, 2024. Our Board has adopted a revised terms of reference for the Stakeholders’ Relationship Committee through its resolution dated March 21, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’ Relationship Committee is as follows: Name of Director Position in the Committee Designation Nandkishor Trivikram Joshi Chairperson Non-Executive Independent Director* Sarvesh Kumar Garg Member Executive Director Chandrakant Vallabhaji Gogri Member Non-Executive Director Satish Chandrashekhar Deshpande Member Non-Executive Independent Director* *Additional Non-Executive Independent Director with effect from August 14, 2025 The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows: (a) redressal of all security holders’ and investors’ grievances such as complaints related to transfer/transmission of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of 335shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non- receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate certificates, general meetings, etc., and assisting with quarterly reporting of such complaints; (b) reviewing of measures taken for effective exercise of voting rights by shareholders; (c) investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; (d) giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re- materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time; (e) reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; (f) reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services; (g) considering and specifically looking into various aspects of interest of shareholders, debenture holders or holders of any other securities; (h) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; (i) to approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time; (j) to monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other securities of the Company; (k) to further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s) or agent(s); (l) carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or the SEBI Listing Regulations, or by any other regulatory authority; and (m) such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations. The Stakeholders’ Relationship Committee is required to meet at least once in a financial year under Regulation 20(3A) of the SEBI Listing Regulations. (d) Corporate Social Responsibility Committee The Corporate Social Responsibility Committee was constituted by our Board through its resolution dated June 10, 2014 and was last reconstituted pursuant to a resolution passed by our Board on September 30, 2024. The current constitution of the Corporate Social Responsibility Committee is as follows: Name of Director Position in the Committee Designation Sandeep Sudhakar Asolkar Chairperson Chairman and Managing Director Nandkishor Trivikram Joshi Member Non-Executive Independent Director* Satish Chandrashekhar Deshpande Member Non-Executive Independent Director* Dilip Damodar Karambelkar Member Non-Executive Independent Director* *Additional Non-Executive Independent Director with effect from August 14, 2025 336The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act, 2013. Its terms of reference are as follows: (a) To formulate and recommend to the Board, a corporate social responsibility policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan, which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board; (b) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes; (c) To recommend the amount of expenditure to be incurred for the corporate social responsibility activities referred to in clause (a), being at least two-percent of the average net profits of the Company made during the three immediately preceding financial years in pursuance of its corporate social responsibility and the distribution of the same to various corporate social responsibility programmes undertaken by the Company; (d) To formulate and recommend to the Board, an annual action plan in pursuance to the corporate social responsibility policy, which shall include the following, namely: (i) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013; (ii) the manner of execution of such projects or programmes as specified in Rule 4(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014; (iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (iv) monitoring and reporting mechanism for the implementation of the projects or programmes; and (v) details of need and impact assessment, if any, for the projects undertaken by the company. Provided that the Board may alter such plan at any time during the financial year, as per the recommendations of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect. (e) Identifying and appointing the corporate social responsibility team of the Company and delegate responsibilities to such team and supervise proper execution of all delegated responsibilities; (f) To 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; (g) To take note of the compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company; (h) To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred or perform such responsibilities as may be required by the corporate social responsibility committee in terms of the provisions of Section 135 of the Companies Act; and (i) Such terms of reference as may be prescribed under Section 135 of the Companies Act. (e) Risk Management Committee The Risk Management Committee was constituted by our Board through its resolution dated September 5, 2024. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The current 337constitution of the Risk Management Committee is as follows: Name of Director Position in the Committee Designation Sarvesh Kumar Garg Chairperson Executive Director Dilip Damodar Karambelkar Member Non-Executive Independent Director* Neha Rajen Gada Member Non-Executive Independent Director* Amit Anil Sawant Member Chief Financial Officer *Additional Non-Executive Independent Director with effect from August 14, 2025 The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the following: (i) To formulate a detailed risk management policy which shall include: • framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the committee; • measures for risk mitigation including systems and processes for internal control of identified risks; and • business continuity plan. (ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (iii) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; (iv) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (v) To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken; (vi) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to review by the Risk Management Committee. (vii) To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. (viii) Laying down risk assessment and minimization procedures and the procedures to inform Board of the same; (ix) Framing, implementing, reviewing and monitoring the risk management plan for the Company and such other functions, including cyber security, as may be delegated by the Board; and (x) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Risk Management Committee. The Risk Management Committee is required to meet at least twice in a financial year under Regulation 21(3A) of the SEBI Listing Regulations. Management organization chart 338Key Managerial Personnel and Senior Management Key Managerial Personnel In addition to Sandeep Sudhakar Asolkar, the Chairman and Managing Director, Saketchandrasingh Pratapsingh Dhandoriya, the Additional Executive Director and Sarvesh Kumar Garg, the Executive Director of our Company, whose details are provided in “– Brief profiles of our Directors” on page 322, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below: Mandar Dinkar Desai is the Chief Executive Officer of our Company. He has been associated with our Company since January 15, 2010. In our Company, he oversees all technical and operational functions of the Company. He holds a bachelor’s degree and a master’s degree in engineering (in civil branch) from University of Mumbai. He has over 14 years of experience in the environmental engineering sector in our Company. Prior to his association with our Company, he has previously worked as general manager with Hindustan Dorr-Oliver Limited for over 13 years. The remuneration paid to him in Fiscal 2025 was ₹13.13 million. Amit Anil Sawant is the Chief Financial Officer of our Company. He has been associated with our Company since November 11, 2023. He handles finance and accounts. He is a fellow member of the Institute of Chartered Accountants of India. He has approximately four years of experience in the finance sector. Before his association with our Company, he has previously served as the partner at G B C A & Associates LLP, Chartered Accountants. The remuneration paid to him in Fiscal 2025 was ₹4.78 million. Shweta Deshpande is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since March 9, 2023. She handles legal and compliance. She holds a bachelor’s degree in commerce and a bachelor’s degree in law from Dr. Babasaheb Ambedkar Marathwada University, Aurangabad and is an associate member of the Institute of Company Secretaries of India. She has also completed diploma in taxation laws from Dr. Babasaheb Ambedkar Marathwada University, Aurangabad. She has over five years of experience in the secretarial and statutory compliances sector. Before her association with our Company, she has previously served as an associate with the DVD & Associates and as the company secretary at Devgen Seeds and Crop Technology Private Limited. The remuneration paid to her in Fiscal 2025 was ₹0.98 million. Prachiti Sandeep Asolkar is the Chief Strategy Officer of our Company. She has been associated with our Company 339since August 1, 2023, initially in the role of financial analyst, and was subsequently promoted to Chief Strategy Officer. She holds a bachelor's degree in media studies (communication management – advertising) from Symbiosis International University, Pune. She has also obtained a master of science in finance degree and a master of science in internation business from Hult International Business School. Further, she has participated in the programme on project management held at the Indian Institute of Management, Ahmedabad from October 21, 2024 to October 26, 2024. The remuneration paid to her in Fiscal 2025 was ₹1.33 million. Senior Management In addition to Amit Anil Sawant, Chief Financial Officer and Shweta Deshpande, Company Secretary and Compliance Officer of our Company, whose details are provided in “Key Managerial Personnel” on page 339, the details of our Senior Management Personnel, as on the date of this Draft Red Herring Prospectus, are as set forth below: Kumaraguru Madurakavi is the Head of Technology of our Company. He has been associated with our Company since September 2004. In our Company, he oversees development of new technologies business areas and also guides sales and marketing, proposals and engineering team of the Company. He holds a bachelor’s degree in technology (chemical engineering) from Anna University, Madras and a master’s degree in technology (chemical engineering) from Indian Institute of Technology, Madras. He has approximately 33 years of experience in the water and wastewater management sector. Before his association with our Company, he has previously served as the deputy manager with Biotech Consortium India Limited, and the sales executive with Ion Exchange (India) Limited. The remuneration paid to him in Fiscal 2025 was ₹11.83 million. Ajit Dhondiram Marathe is the Head of Sales and Operations of our Company. He has been associated with our Company since February 15, 2013. In our Company, he handles sales and operations. He holds a bachelor’s degree in science (chemistry) from Fergusson College, University of Pune. He has participated in the “Emerging Leader’s Programme of 3-TP” held by Indian Institute of Management, Ahmedabad. He has approximately 34 years of experience in the sales and operations sector. Before his association with our Company, he has previously served as the assistant general manager – business development with Ramky Infrastructure Limited, and the senior general manager - projects with Aquachem Enviro Engineers Private Limited. The remuneration paid to him in Fiscal 2025 was ₹8.63 million. Abhijit Parolkar is the Head of Marketing & Business Development of our Company. He has been associated with our Company since May 14, 2014. In our Company, he handles sales and business development. He holds a bachelor’s degree in technology (chemical engineering) from Uttar Pradesh Technical University and a master’s degree in business administration from the Institute of Chartered Financial Analysts of India University, Sikkim. He has also completed a postgraduate diploma in marketing and a diploma in management from the Institute of Chartered Financial Analysts of India University, Sikkim. He has approximately 15 years of experience in the water, waste water and sewage treatment sector. Before his association with our Company, he has previously served as the senior executive – proposals with Thermax Limited, an engineer in corporate research and development division with Moser Baer India Limited, and the proposal engineer with VA Tech Wabag Limited. The remuneration paid to him in Fiscal 2025 was ₹7.54 million. Mahendra Pandharinath Ingale is the Head of Manufacturing of our Company. He has been associated with our Company since January 29, 2008. In our Company, he handles manufacturing function. He holds a diploma in civil engineering from Maharashtra State Board of Technical Education and he has also participated in emerging leaders’ programme of 3-TP held at Indian Institute of Management, Ahmedabad. He has approximately 16 years of experience in the manufacturing sector. The remuneration paid to him in Fiscal 2025 was ₹8.40 million. Virendra Vijay Rane is the Head of Erection and Commissioning of our Company. He has been associated with our Company since December 21, 2007. In our Company, he handles erection and commissioning. He holds a bachelor’s degree in science (chemistry) from University of Mumbai and a post graduate diploma in environmental pollution control technology from Garware Institute of Career Education and Development, University of Mumbai. He has also participated in emerging leaders’ programme of 3-TP held at Indian Institute of Management, Ahmedabad. He has 16 years of experience in the erection and commissioning sector. The remuneration paid to him in Fiscal 2025 was ₹6.27 million. 340Rohan Manohar Kharche is the Head of Supply Chain Management of our Company. He has been associated with our Company since December 11, 2017. In our Company, he handles supply chain management. He holds a bachelor’s degree in engineering (in civil branch) and a master’s degree in management studies from University of Mumbai. He has over 11 years of experience in the supply chain management sector. Before his association with our Company, he has previously served as the manager (purchase) with JK Tyre and Industries Limited and has handled functions of supply chain. The remuneration paid to him in Fiscal 2025 was ₹5.65 million. Prasad Govind Kumbhar is the Head of the Proposals of our Company. He has been associated with our Company since June 6, 2016. In our Company, he handles proposal functions, bringing strategic directions and technical expertise to the role. He holds a master’s degree in environmental science from Shivaji University, Kolhapur, Maharashtra and a master’s of technology degree in environmental engineering from Dr. Babasaheb Ambedkar Technological University, Lonere, Maharashtra. Further, he has participated in the managerial effectiveness programme held at Indian Institute of Management, Ahmedabad in January 2025. He has over 17 years of experience. Before his association with our Company, he has previously served as environmental officer with Hydroair Tectonics (PCD) Limited, project co-ordinator in proposal and project department with Aquatech Solutions Private Limited, assistant manager (technical) at SMS Envocare Limited, manager proposal at Fontus Water Private Limited and senior manager (environment) at Aquatech Infra Projects Private Limited. The remuneration paid to him in Fiscal 2025 was ₹3.42 million. Kapil Narayanrao Deulkar is the Head of the Detailed Engineering of our Company. He has been associated with our Company since June 4, 2018. He holds a bachelor’s of civil engineering from Nagpur University and a master’s degree in technology (civil engineering) from University of Mumbai. He is also associated with Association of Consulting Civil Engineers (India) as a life member. Further, he has participated in the managerial effectiveness programme held at Indian Institute of Management, Ahmedabad in January 2025. He has over 18 years of experience. Before his association with our Company, he has previously served as site engineer with Junghare Designers and Consultants, manager – design with Lars Enviro Private Limited and design engineer (environment) with our Company. The remuneration paid to him in Fiscal 2025 was ₹4.61 million. Relationships among Key Managerial Personnel, Senior Management and Directors Except as disclosed in “- Relationships between our Directors and the Key Managerial Personnel or Senior Management” on page 324, none of our Key Managerial Personnel or the Senior Management are related to each other or to the Directors of our Company. Arrangements or understanding with major Shareholders, customers, suppliers or others None of our Key Managerial Personnel or our Senior Management have been appointed pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others. Changes in the Key Managerial Personnel or the Senior Management in last three years Except as mentioned below, and as specified in “– Changes to our Board in the last three years” on page 328, there have been no changes in the Key Managerial Personnel or Senior Management during the three years: Name Date of change Reason Shweta Deshpande March 9, 2023 Appointment as a Company Secretary and Compliance Officer Amit Anil Sawant August 14, 2024 Appointment as the Chief Financial Officer Mandar Dinkar Desai August 14, 2024 Appointment as the Chief Executive Officer Kumaraguru Madurakavi September 5, 2024 Appointment as Head of Technology Ajit Dhondiram Marathe September 5, 2024 Appointment as Head of Sales and Operations Abhijit Parolkar September 5, 2024 Appointment as Head of Marketing Mahendra Pandharinath Ingale September 5, 2024 Appointment as Head of Manufacturing Virendra Vijay Rane September 5, 2024 Appointment as Head of Erection and Commissioning Rohan Manohar Kharche September 5, 2024 Appointment as Head of Supply Chain 341Name Date of change Reason Management Prachiti Sandeep Asolkar* August 11, 2025 Appointment as a Chief Strategy Officer Prasad Govind Kumbhar August 11, 2025 Appointment as Head of the Proposals Kapil Narayanrao Deulkar August 11, 2025 Appointment as Head of the Detailed Engineering In addition to above, Sandeep Sambhaji Parab, Rajnesh Trivedi and Veera Venkata Satyanarayana Yannamani were earlier identified as senior management of our Company pursuant to the Board Resolution dated September 5, 2024 which has been updated pursuant to the Board Resolution dated August 11, 2025 to reflect changes in roles and association. The rate of attrition of our Key Managerial Personnel and our Senior Management is not high in comparison to the industry in which we operate. Status of Key Managerial Personnel and Senior Management As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management are permanent employees of our Company. Service Contracts, and retirement or termination benefits Other than statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors, our Key Managerial Personnel or Senior Management is entitled to any benefits upon termination of employment, including under any service contract with our Company. Further, other than the respective employment agreements/appointment letters entered into by our Key Managerial Personnel or Senior Management with our Company or our Subsidiary, as the case may be, none of our Directors, Key Managerial Personnel or Senior Management have entered into a service contract/appointment letter with our Company or our Subsidiary pursuant to which they are entitled to such statutory benefits upon termination of their employment in our Company. Shareholding of the Key Managerial Personnel and Senior Management Except as disclosed under “Shareholding of Directors in our Company” on page 327, and except as disclosed below, none of our other Key Managerial Personnel and the Senior Management hold any Equity Shares in our Company: Key Managerial Personnel No. of Equity Percentage of the pre-Offer Percentage of the post-Offer Name Shares paid up share capital (%) paid up share capital (%)* Amit Anil Sawant 60,000 0.06 [●] Mandar Dinkar Desai (held jointly 75,000 0.08 [●] with Shruti Mandar Desai) Shweta Deshpande 500 0.00^ [●] *Subject to finalisation of Basis of Allotment. ^represents value less than 0.01 Senior Management No. of Equity Percentage of the pre-Offer Percentage of the post-Offer Name Shares paid up share capital (%) paid up share capital (%)* Kumaraguru Madurakavi 4,592,715 4.92 [●] Ajit Dhondiram Marathe 19,000 0.02 [●] Mahendra Pandharinath Ingale 17,000 0.02 [●] Virendra Vijay Rane 87,000 0.09 [●] Rohan Manohar Kharche 19,000 0.02 [●] Abhijit Parolkar 30,000 0.03 [●] 342Prasad Govind Kumbhar 4,000 0.00^ [●] *Subject to finalisation of Basis of Allotment. ^represents value less than 0.01 Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial Personnel for Fiscal 2025, which does not form part of their remuneration for such period. Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Except as disclosed under “Terms of employment of our Executive Directors” on page 325, our Company has no profit-sharing plan in which the Key Managerial Personnel and the Senior Management participate. Our Company makes bonus payments to our Key Managerial Personnel or the Senior Management, in accordance with their terms of appointment. Interest of Key Managerial Personnel and Senior Management Our Key Managerial Personnel and the Senior Management are interested in our Company to the extent of the remuneration (including any variable pay or sales-linked incentives), or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. Our Key Managerial Personnel and the Senior Management may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares held by them in our Company. Further, Amit Anil Sawant is a director on the board of our Subsidiaries, namely – (a) Hindustan Waste Treatment Private Limited, (b) Vasudha Waste Treatment Private Limited (c) Pentagen Biofuels Private Limited and (d) Nanded Biofuels Private Limited. Mandar Dinkar Desai is a director on the board of our Subsidiary, Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited). Rohan Manohar Kharche is a director on the board of our Subsidiaries, namely – (a) Sustainyx Smart Solution Private Limited (formerly known as Navitas Waste Treatment Private Limited) and (b) Fine Aeration Systems Private Limited. Mahendra Pandharinath Ingale is a director on the board of our Subsidiary, Fine Aeration Systems Private Limited. Shweta Deshpande is also a company secretary on the board of our Subsidiary, Hindustan Waste Treatment Private Limited. Except as disclosed herein and “Other Financial Information – Related Party Transactions” on page 470, none of our Key Managerial Personnel or Senior Management have been paid any consideration of any nature from our Company, other than their remuneration. Except as disclosed herein, our Key Managerial Personnel and Senior Management (including through relatives, as defined under the Companies Act, 2013), are not directly or indirectly interested in any current or proposed transaction, contract, agreement or arrangement entered into by the Company or the Subsidiaries and in which the Company or the Subsidiaries have a beneficial interest, and no payments have been made in respect of these contracts, agreements or arrangements or are proposed to be made. Employee Stock Option Plan For details about the ESOP Scheme, see “Capital Structure” on page 113. Payment or Benefit to officers of our Company (non-salary related) No non-salary related amount or benefit has been paid or given within the two years preceding the date of this Draft Red Herring Prospectus or is intended to be paid or given to any officer of the Company, including our Directors, Key Managerial Personnel and Senior Management. 343OUR PROMOTERS AND PROMOTER GROUP The Promoters of our Company are Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar, Prachiti Sandeep Asolkar and Saketchandrasingh Pratapsingh Dhandoriya. As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 40,019,595 Equity Shares, representing 42.84% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company, on a fully diluted basis. For details, please see “Capital Structure – Details of Shareholding of our Promoters and members of the Promoter Group in the Company – Build-up of the Promoters, members of Promoter Group and Selling Shareholders shareholding in our Company” on page 136. Details of our Promoters 1. Sandeep Sudhakar Asolkar Sandeep Sudhakar Asolkar, aged 56 years, is one of our Promoters and is also the Chairman and Managing Director on our Board. For the complete profile of Sandeep Sudhakar Asolkar along with details of his date of birth, personal address, educational qualifications, professional experience, position / posts held in the past, directorships held, and business and financial activities, other directorships, other ventures and special achievements, see “Our Management – Board of Directors” on page 320. His permanent account number is ABPPA3294E. As on date of this Draft Red Herring Prospectus, Sandeep Sudhakar Asolkar individually holds 13,500,000 Equity Shares representing 14.45% of the issued, subscribed and paid-up equity share capital of our Company, on a fully diluted basis. Further, he jointly holds 18,085,470 Equity Shares along with Priya Sandeep Asolkar, one of our Promoters, representing 19.36% of the issued, subscribed and paid-up equity share capital of our Company, on a fully diluted basis. 2. Priya Sandeep Asolkar Priya Sandeep Asolkar, aged 56 years, is one of our Promoters. Details of her date of birth and address are as follows: Date of Birth: November 6, 1968 Address: 27, Udaygiri, opposite Telecom Factory, Deonar, Mumbai 400 088, Maharashtra, India Priya Sandeep Asolkar holds a bachelor’s degree in engineering (civil) from Sardar Patel College of Engineering, University of Bombay. She has previously worked with Development Consultants Limited as senior design engineer (civil), Sterling Engineering Consultancy Services Private Limited in her capacity as design engineer, N. N. Purandare Consultants as junior design engineer and with Atlanta Construction Co. (India) Limited as an assistant engineer. Further, she has previously provided engineering consultancy services as a consultant to our Company. 344Priya Sandeep Asolkar is a director of the following companies: 1. Asolkar Tradecraft Private Limited. Her permanent account number is ABPPA3341Q. As on the date of this Draft Red Herring Prospectus, Priya Sandeep Asolkar together with Sandeep Sudhakar Asolkar, holds 18,085,470 Equity Shares, representing 19.36% of the issued, subscribed and paid- up equity share capital of our Company, on a fully diluted basis. 3. Prachiti Sandeep Asolkar Prachiti Sandeep Asolkar, aged 29 years, is one of our Promoters and is also the Key managerial personnel of our Company. Details of her date of birth and address are as follows: Date of Birth: June 3, 1996 Address: 27, Udaygiri, opposite Telecom Factory, Deonar, Mumbai 400 088, Maharashtra, India For the complete profile of Prachiti Sandeep Asolkar along with details of her educational qualifications, professional experience, position / posts held in the past, directorships held, and business and financial activities, other directorships, other ventures and special achievements, see “Our Management – Key Managerial Personnel and Senior Management - Key Managerial Personnel” on page 339. Her permanent account number is BSDPA4217R. As on date of this Draft Red Herring Prospectus, Prachiti Sandeep Asolkar does not hold any Equity Shares of our Company. 4. Saketchandrasingh Pratapsingh Dhandoriya Saketchandrasingh Pratapsingh Dhandoriya, aged 51 years, is one of our Promoters and is also the Additional Executive Director on our Board. For the complete profile of Saketchandrasingh Pratapsingh Dhandoriya along with details of his date of birth, personal address, educational qualifications, professional experience, position / posts held in the past, directorships held, and business and financial activities, other directorships, other ventures and special achievements, see “Our Management – Board of Directors” on page 320. His permanent account number is ABTPD9924C. As on the date of this Draft Red Herring Prospectus, Saketchandrasingh Pratapsingh Dhandoriya holds 8,434,125 Equity Shares, representing 9.03% of the issued, subscribed and paid-up equity share capital of our Company, on a fully diluted basis. 345Our Company confirms that the permanent account number, bank account number, Aadhaar number, driving license number and passport number, as applicable, of our Promoters shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Change in control of our Company Pursuant to a board resolution dated October 27, 2023, our Company had identified Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar and Saketchandrasingh Pratapsingh Dhandoriya as the promoters of our Company, and they were also identified as the promoters of our Company in the annual returns filed by our Company for Fiscal 2023 and Fiscal 2024. Subsequently, pursuant to the board resolution dated August 11, 2025, our Company has identified Sandeep Sudhakar Asolkar, Priya Sandeep Asolkar, Prachiti Sandeep Asolkar and Saketchandrasingh Pratapsingh Dhandoriya as the Promoters of our Company. However, 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. Interests of Promoters Our Promoters are interested in our Company to the extent that they are the Promoters of our Company and to the extent of their respective shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their respective shareholding in our Company, Sandeep Sudhakar Asolkar’s and Saketchandrasingh Pratapsingh Dhandoriya’s directorship in our Company, the shareholding of their relatives in our Company, or the shareholding of entities in which our Promoters are interested, in our Company. For details of the shareholding of our Promoters in our Company, see “Capital Structure” on page 113. Additionally, some of our Promoters are also nominee shareholders on behalf of our Company in certain of our Subsidiaries. Further, our Promoters are also directors on the boards or are shareholders, kartas, trustees, proprietors, members or partners of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. For further details of interest of our Promoters in our Company, see “Other Financial Information – Related Party Transactions” on page 470. Sandeep Sudhakar Asolkar may also be deemed to be interested to the extent of remuneration, benefits, reimbursement of expenses, sitting fees and commission payable to him as the Chairman and Managing Director on our Board. For further details, see “Our Management – Interest of Directors” on page 327. Further, Saketchandrasingh Pratapsingh Dhandoriya may also be deemed to be interested to the extent of remuneration, benefits, reimbursement of expenses, sitting fees and commission payable to him as the Additional Executive Director on our board and as the director on the board of our Subsidiaries, being, Pentagen Biofuels Private Limited, Hindustan Waste Treatment Private Limited and Vasudha Waste Treatment Private Limited. Prachiti Sandeep Asolkar may also be deemed to be interested to the extent of remuneration, benefits, reimbursement of expenses, payable to her as Chief Strategy Officer. None of our Promoters have any interest, whether direct or indirect, in any property acquired by our Company within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company as on the date of this Draft Red Herring Prospectus, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery: Our Promoters are not interested as a member in any firm or company which has any interest in our Company. Further, no sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any our Promoters or by such firm or company in connection with the promotion or formation of our Company. Except for Saketchandrasingh Pratapsingh Dhandoriya, who is on the board of our Subsidiaries, being, Pentagen Biofuels Private Limited, Hindustan Waste Treatment Private Limited and Vasudha Waste Treatment Private Limited, which are engaged in a business similar to the business of our Company, none of our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by our Company. 346Experience of the Promoters in the business of our Company Our Promoters have adequate experience in the business activities currently undertaken by our Company. Our Company do not intend to venture into any new line of business. Companies or firms from which our Promoters have disassociated in the last three years Except for the following, none of our Promoters have disassociated themselves from any other company or firm in the three years preceding the date of this Draft Red Herring Prospectus: S. Name of the entity Name of the Promoter Date of Date of Reason for and circumstances No. from which our disassociation disassociation as leading to disassociation Promoter has as a director a shareholder disassociated 1. Aibhuna Technology Sandeep Sudhakar November 8, Not Applicable Aibhuna Technology and and Communication Asolkar 2022 Communication Private Limited Private Limited erroneously reported Sandeep Sudhakar Asolkar as a director on its board of directors. However, this was corrected and Sandeep Sudhakar Asolkar ceased to be a director on the board effective the same day. 2. Fine Aeration Saketchandrasingh September 16, Not Applicable Saketchandrasingh Pratapsingh Systems Private Pratapsingh Dhandoriya 2024 Dhandoriya resigned from the Limited Company due to preoccupation. 3. Sustainyx Smart Saketchandrasingh September 16, Not Applicable Saketchandrasingh Pratapsingh Solution Private Pratapsingh Dhandoriya 2024 Dhandoriya and Sandeep Limited (formerly Sandeep Sudhakar Sudhakar Asolkar resigned from known as Navitas Asolkar the company due to Waste Treatment preoccupation. Private Limited) 4. Pentagen Biofuels Sandeep Sudhakar September 17, Not Applicable Sandeep Sudhakar Asolkar Private Limited Asolkar 2024 resigned from the company due to preoccupation. Payment or Benefits to Promoters or members of Promoter Group Except as disclosed herein and as stated in “Other Financial Information – Related Party Transactions” and “Dividend Policy” at pages 470 and 352, there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus. Material Guarantees Our Promoters have not given any material guarantee to any third party, in respect of the Equity Shares, as of the date of this Draft Red Herring Prospectus. Promoter Group In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below: 347Natural persons who are part of the Promoter Group The natural persons who are part of the Promoter Group, other than our Promoters, are as follows: Relationship with Promoter S. Name of Promoter Name of Promoter Group Member (as defined under the No. Companies Act, 2013) Pushpa Sudhakar Asolkar Mother Vidya Ravindra Borwankar Sister Sandeep Sudhakar 1. Archana Ajit Kunhaleri Thayyil Sister Asolkar Prateek Sandeep Asolkar Son Deepak Deshpande Spouse’s Brother Deepak Deshpande Brother Prateek Sandeep Asolkar Son 2. Priya Sandeep Asolkar Pushpa Sudhakar Asolkar Spouse’s Mother Vidya Ravindra Borwankar Spouse’s Sister Archana Ajit Kunhaleri Thayyil Spouse’s Sister Prachiti Sandeep Prateek Sandeep Asolkar Brother 3. Asolkar Kalyani Saketchandrasingh Dhandoriya Spouse Lalitabai Pratabsingh Dhandoriya Mother Saketchandrasingh 4. Prithviraj Pratapsingh Dhandoriya Brother Pratapsingh Dhandoriya Swati Dhirajsingh Mangaiya Sister Siddharth Dhandoriya Son Entities forming part of the Promoter Group The entities forming part of our Promoter Group are: 1. Asolkar Tradecraft Private Limited; and 2. Konkan Mango Processing (Ratnagiri) Private Limited. 348OUR GROUP COMPANIES In accordance with the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of ‘group companies’, our Company has considered (i) such companies (other than the Promoters and the Subsidiaries of our Company) with which there were related party transactions during the period for which Restated Consolidated Financial Information have been disclosed in this Draft Red Herring Prospectus, as covered under the applicable accounting standards (i.e., Ind AS 24); and (ii) any other companies which are considered material by our Board. In respect of point (ii) above, our Board, in its meeting held on August 13, 2025, has considered and adopted a policy of materiality for the identification of companies that shall be considered material and disclosed as a ‘group company’ in this Draft Red Herring Prospectus. In terms of such materiality policy, if a company (a) is a member of the Promoter Group; and (b) has entered into one or more transactions with the Company during the last completed full Financial Year and the most recent period (if any) included in the Restated Consolidated Financial Information, which individually or cumulatively in value exceeds 10% of the revenue from operations of the Company derived from the Restated Consolidated Financial Information of the last completed full financial year, it shall be considered material and disclosed as a ‘group company’. Accordingly, all such companies (other than our Subsidiaries) with which our Company had related party transactions as covered under the relevant accounting standard (i.e., Ind AS 24), as per the Restated Consolidated Financial Information, have been considered as Group Companies in terms of the SEBI ICDR Regulations. Based on the parameters set out above, the following have been identified as Group Companies: 1. Asolkar Tradecraft Private Limited; and 2. Turbomax India Private Limited. In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Companies for the previous three financial years, extracted from their respective financial statements, are available at the website indicated below. Our Company is providing a link to the aforementioned website solely to comply with the requirements specified under the SEBI ICDR Regulations. Such financial information of our Group Companies and other information provided on the website(s) do not constitute a part of this Draft Red Herring Prospectus. Such information should not be considered as part of information that any investor should consider before making any investment decision. None of our Company, the BRLMs or any of the Company’s or the BRLMs’ respective directors, employees, affiliates, associates, advisors, agents or representatives have verified the information available on the websites indicated below. Details of our Group Companies: The details of our Group Companies are as provided below: 1. Asolkar Tradecraft Private Limited (“Asolkar Tradecraft”) Corporate information The registered office of Asolkar Tradecraft is situated at Flat-11, 3rd Wing, Vikram, Jyoti CHS Ltd, Chembur, Mumbai, Mumbai, Mumbai, Maharashtra, India, 400088. Financial information Asolkar Tradecraft was incorporated on February 9, 2024, and therefore its audited financial statements for Fiscals 2025, 2024 have not been prepared as of the date of filing of the DRHP. 2. Turbomax India Private Limited (“Turbomax”) 349Corporate information The registered office of Turbomax is situated at The Ambience Court, Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane 400 705, Maharashtra, India. Financial information Turbomax’s financial information with respect to reserves (excluding revaluation reserve), sales, profit after tax, earnings per share, diluted earnings per share and net asset value based on the audited standalone financial statements for Fiscals 2025, 2024 and 2023 are available on the website of our Company at https://www.sfcenvironment.com/investors/financial-highlights/financial-statements-of-subsidiaries-and-group- companies Common pursuits among Group Companies Except for Turbomax India Private Limited which is also engaged in the business of manufacturing, marketing and repairing of blowers, there are no common pursuits among any of our Group Companies and our Company. Further, one of our Directors, is currently on the board of Turbomax India Private Limited, however, our Company and the concerned Group Company shall adopt necessary procedures and practices as permitted by laws and regulatory guidelines to address situations of conflict of interest as and when they arise. Nature and extent of interest of our Group Companies a. Interest in the promotion of our Company Except Asolkar Tradecraft Private Limited which is part of our Promoter Group, none of our Group Companies have any interest in the promotion of our Company. b. Interest in the property acquired or proposed to be acquired by the Company None of our Group Companies are interested, directly or indirectly, in the properties acquired by our Company in the preceding three years or proposed to be acquired by our Company. c. Interest in transactions for acquisition of land, construction of building, or supply of machinery None of our Group Companies are interested, directly or indirectly, in any transactions for acquisition of land, construction of building, supply of machinery, with our Company. Related business transactions with our Group Companies and their significance on the financial performance of our Company Other than the transactions disclosed in the section “Other Financial Information – Related Party Transactions” on page 470, there are no related business transactions between the Group Companies and our Company. Business interest of our Group Companies in our Company Except as disclosed in the section “Other Financial Information – Related Party Transactions” on page 470, our Group Companies have no business interests in our Company. Further, Sandeep Sudhakar Asolkar is also a director on the board of Asolkar Tradecraft Private Limited. Litigation involving our Group Companies As on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving any of our Group Companies which has or will have a material impact on our Company. Other confirmations 350The equity shares of our Group Companies are not listed on any stock exchange. Our Group Companies have not made any public / rights / composite issue in the last three years. 351DIVIDEND POLICY Our Board of Directors, pursuant to a resolution dated August 14, 2024, have adopted a dividend distribution 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, in accordance with the provisions of our Articles of Association and applicable law, including the Companies Act (together with applicable rules issued thereunder) and SEBI Listing Regulations. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, profits earned and available for distribution during the relevant fiscal, past dividend pattern of our Company and the industry, capital expenditure to be incurred by our Company, accumulated reserves including retained earnings, liquidity position of our Company including its present and expected obligations. In addition, our ability to pay dividends may be impacted by a number of external factors, such as economic environment, changes in the Government policies and regulatory provisions, and inflation rates. Our ability to pay dividends may also be restricted under certain financing arrangements that we may enter into. We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. For more information on restrictive covenants under our current loan agreements, see “Financial Indebtedness” on page 503. Our Company may pay dividend by cheque, or electronic clearance service, as will be approved by our Board in the future. Our Board may also declare interim dividend from time to time. Except as disclosed below, our Company has not declared any dividends on the Equity Shares during the last three Fiscals and during the period from April 1, 2025, until the date of filing of this Draft Red Herring Prospectus: For the Fiscal For the period from Particulars 2023 2024 2025 April 1, 2025* Number of equity shares(1) 6,000,000 6,227,418 93,411,270 93,411,270 Face value per equity share (in ₹)^ 10.00 10.00 2.00^ 2.00 Rate of dividend (%) 450.00 150.00 166.67 - Dividend per equity share (in ₹)# 45.00 15.00 3.33 - Dividend paid** (in ₹ million) 270.00(2) 93.41 311.37(3) - Dividend distribution tax (in ₹ - - - - million) Dividend distribution tax (%) - - - - Mode of payment of dividend RTGS RTGS RTGS NA As certified by Statutory Auditors, pursuant to their certificate dated August 25, 2025. *Includes the period from April 1, 2025 till the date of filing of this Draft Red Herring Prospectus. **Excluding dividend distribution tax. #The dividend per equity share is calculated as dividend amount divided by number of equity shares. ^The Board of Directors at its meeting held on August 14, 2024 had approved the sub-division of fully paid-up equity share of ₹10 into 5 fully paid-up Equity Shares of ₹2 each on record date which was approved by the Shareholders by means of an ordinary resolution dated September 5, 2024. As on the date of this Draft Red Herring Prospectus, the face value of Equity Shares is ₹2 each. Note: (1) The number of equity shares reflected above are outstanding equity shares as on the last day of the respective financial year / period. The number of equity shares and resultant paid up equity share capital for Financial Year 2022-23 reflected in the Restated Consolidated Financial Information of the Company are after taking into account retrospective effect of issuance and reduction of shares pursuant to the clause 14 of the Composite Scheme of Amalgamation of Enviropro Water Tech Private Limited and Intergeo Solid Waste Management Private Limited with the Company approved by the National Company Law Tribunal vide its order dated December 21, 2022. (2) The dividend amount for the Financial Year 2022-2023 reflected in the Restated Consolidated Financial Information of the Company are after taking into account the retrospective effect of amalgamation pursuant to the clause 13 of the Composite Scheme of Amalgamation of Enviropro Water Tech Private Limited and Intergeo Solid Waste Management Private Limited with the Company approved by the National Company Law Tribunal vide its order dated December 21, 2022. (3) The dividend amount for the Financial Year 2024 -25 reflected above consists of interim dividend of ₹20 per equity share and ₹2 per equity share declared on June 3, 2024 and March 30, 2025, respectively. The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or dividend policy, in the future, and there is no guarantee that any dividends will be declared or paid in the future. For details in relation to the risk involved, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future” on page 83. 352SECTION VI – FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL INFORMATION The remainder of this page has intentionally been left blank 353INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL INFORMATION To The Board of Directors SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) The Ambience Court Hi-Tech Business Park, 21st Floor, Sector 19-D, Plot No. 2, Vashi, Navi Mumbai, Thane – 400705, Maharashtra, India 1. We G B C A & Associates LLP, Chartered Accountants have examined the attached Restated Consolidated Financial Information of SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) (hereinafter referred to as the “Company” or the “Issuer”), its subsidiaries (the Company and its Subsidiaries together referred to as the “Group"), its associate and its joint venture, comprising the Restated Consolidated Balance Sheet as at March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of Cash Flows for the year ended March 31, 2025, March 31, 2024, and March 31, 2023, and the Summary Statement of Material Accounting Policies, notes and other explanatory information (collectively, the “Restated Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on August 13, 2025for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”) of face value of Rs. 2 each prepared in terms of the requirements of a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); 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”). 3542. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (the “relevant stock exchanges”) in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 2 of Annexure V to the Restated Consolidated Financial Information. The responsibilities of respective Board of Directors of the companies included in the Group, of its associate and its joint venture includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Group, its associate and its joint venture complies with the Act, ICDR Regulations and the Guidance Note. 3. We have examined such Restated Consolidated Financial Information taking into consideration: a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated September 09, 2024in connection with the proposed IPO of equity shares of the Company; b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations, and the Guidance Note in connection with the IPO. 4. These Restated Consolidated Financial Information have been compiled by the management from: a. Audited Consolidated Financial Statements of the Group, its associate and its joint venture 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 August 13, 2025 and 355b. Audited Consolidated Financial Statements of the Group, its associate and its joint venture as at and for the year ended March 31, 2024, prepared in accordance with the IND AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on August 08, 2024; and c. Audited Consolidated Financial Statements of the Group, its associates and its joint venture as at and for the year ended March 31, 2023, prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on October 27, 2023. 5. For the purpose of our examination, we have relied on: a. Auditor’s Report issued by us dated August 13, 2025 on the Audited Consolidated Financial Statements of the Group, its associate and its joint venture as at and for the year ended March 31, 2025 as referred in Paragraph 4 (a) above. b. Auditor’s Report issued by us dated August 08, 2024 on the Audited Consolidated Financial Statements of the Group, its associate and its joint venture as at and for the year ended March 31, 2024 as referred in Paragraph 4 (b) above. c. Auditor’s Report issued by us dated October 27, 2023 on the Audited Consolidated Financial Statements of the Group, its associate and its joint venture as at and for the year ended March 31, 2023 as referred in Paragraph 4 (c) above. 6. As indicated in our audit reports referred above: We did not audit the financial statements of one subsidiary included in the Group as of and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 as listed in Annexure A below whose financial statements / special purpose financial statements reflect total assets, total revenues and total cash flows included in the Audited Consolidated Financial Statements for the relevant years as tabulated below. These financial statements / special purpose financial statements have been audited by other auditor as detailed in Annexure A whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of such subsidiary, is based solely on the reports of such other auditor. 356Our opinion on the audited consolidated financial statements is not modified in respect of the matters above. (Rs. In Millions) As at/ for the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total Assets 626.27 449.83 451.01 Total Revenue 941.06 927.88 737.61 Net Cash inflows/ (Outflows) 60.61 26.40 (56.54) We did not audit the special purpose financial statements of one subsidiary included in the Group as of and for the year ended March 31, 2025 and March 31, 2024 as listed in Annexure B below whose special purpose financial statements reflect total assets, total revenues and total cash flows included in Audited Consolidated Financial Statements for the relevant year ended March 31, 2025 and March 31, 2024 as tabulated below. The financial statements of this one subsidiary was earlier unaudited at the time of issuance of statutory auditor’s report dated August 08, 2024 on Audited Consolidated Financial Statements of the Company as at and for the year ended March 31, 2024. These special purpose financial statements have now been audited by other auditor as detailed in Annexure B vide audit report dated October 25, 2024 whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of such subsidiary, is based solely on the reports of such other auditor. Our opinion on the audited consolidated financial statements is not modified in respect of the matters above. (Rs. In Millions) As at/ for the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total Assets 155.58 77.71 NA Total Revenue 411.24 97.74 NA Net Cash inflows/ (Outflows) (2.07) 2.55 NA The financial statements of two subsidiaries included in the Group as of and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 are unaudited financial statements as listed in Annexure C below whose financial statements reflect total assets and total revenues included in the Audited Consolidated Financial Statements for the relevant years as tabulated below. These subsidiaries are located outside India whose unaudited financial statements and other unaudited financial information have been prepared in accordance with accounting principles generally accepted in their respective countries. The Company’s management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. 357Our opinion on the Audited Consolidated Financial Statements, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on the financial information certified by the management. (Rs. In Millions) As at/ for the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total Assets 230.22 201.97 157.69 Total Revenue 200.70 207.77 271.17 Further, we did not audit the financial statements of one joint venture as of and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, one associate as of and for the year ended March 31, 2023 and one joint venture as of and for the year ended March 31, 2023 whose financial statements reflect the consolidated entities’ share of profits of in the Audited Consolidated Financial Statements for the relevant years as tabulated below. These financial statements have been audited by other auditors as detailed in Annexure D whose reports have been furnished to us by the Company’s Management, and our opinion on the Audited Consolidated Financial Statements, in so far as it relates to the amounts included in respect of these components, is based solely on the reports of such other auditors. Our opinion on the audited consolidated financial statements is not modified in respect of the matters above. (Rs. In Millions) As at/ for the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Share of Profit/ (Loss) in its NA (0.01) 16.57 associate and joint venture* *Refer Note 2 as Joint Venture ceases to exist w.e.f. August 08, 2023 7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the Auditor’s report issued by the other auditors for the respective period / years, we report that the Restated Consolidated Financial Information: a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024, and March 31, 2023, to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at the year ended March 31, 2025 b) does not contain any qualifications which require adjustments in Restated Consolidated Financial Information as stated in part B of Annexure VI of Restated Consolidated Financial Information. However, there were observations in CARO 2020 and other legal & regulatory matters which do not require any corrective adjustments in the Restated 358Consolidated Financial Information have been disclosed in Annexure VI to the Restated Consolidated Financial Information; and; c) have been prepared in accordance with the Act, ICDR Regulations, Guidance Note. 8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Consolidated Financial Statements mentioned in paragraph 4 above. 9. We have not audited any financial statements of the Group and its associate & joint venture as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2025. 10.This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 11.We have no responsibility to update our report for events and circumstances occurring after the date of the report. 12.Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with SEBI, and relevant stock exchanges in connection with the proposed IPO. 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 G B C A & Associates LLP Chartered Accountants Firm Registration No.: 103142W / W100292 Yogesh Amal Partner Place: Mumbai Membership No.: 111636 Date: August 13, 2025 UDIN: 25111636BMKZDV7262 359ANNEXURE A Entity Nature of Holding March 31, 2025 March 31, 2024 March 31, 2023 Special purpose Chavare financial Audited by Engineering Audited by statements are Subsidiary K M P S & Private Limited K M P S & audited by Associates Associates K M P S & Associates ANNEXURE B Entity Nature of Holding March 31, 2025 March 31, 2024 March 31, 2023 Special purpose Special purpose Chavare financial financial Engineering & Subsidiary statements are statements are - Endress Plus audited by V P audited by V P Hauser JV Joshi Associates Joshi Associates ANNEXURE C 1. SFC Umwelttechnik GmbH – Foreign Subsidiary 2. SFC Ekotechnika S.r.o – Foreign Subsidiary ANNEXURE D Entity Nature of Holding March 31, 2025 March 31, 2024 March 31, 2023 Endress + Audited by Hauser & Vinod S. Mehta Chavare & Co. Audited by Vinod Audited by Vinod Joint Venture Engineering (JV) S.Mehta & Co. S.Mehta & Co. Private Limited Hindustan Waste Subsidiary Audited by us Audited by Audited by us Treatment /Associate Kavthekar & Co. Private Limited 360(Refer Note 1) Gharpure Engg & Const PL - - Audited by Aman Chavare Engg PL Joint Venture - & Co. JV (Refer Note 2) Note: 1. Hindustan Waste Treatment Private Limited is subsidiary of the company effective from October 05, 2023; and audited by us for year ended March 31, 2025 and March 31, 2024. Earlier it was associate and audited by Kavthekar & Co., in the years ended March 31, 2023. 2. The joint venture ceases to exist w.e.f. August 08, 2023. The revenue for the period April 01, 2023 to August 08, 2023 was NIL and Profit before Tax for the said period April 01, 2023 to August 08, 2023 was INR (355) only. In our opinion and according to the information and explanations given to us by the Management, this financial statements / financial information are not material to the Group. 361SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure I Restated Consolidated Balance Sheet CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) As at As at As at Particulars Notes March 31, 2025 March 31, 2024 March 31, 2023 ASSETS 1 Non-current assets (a) Property, plant and equipment 5 6 75.51 611.09 381.18 (b) Right-of-use assets 6 5 57.47 128.46 24.13 (c) Capital work-in-progress 7 5 0.04 67.33 - (d) Investment property 8 71.04 144.80 184.91 (e) Goodwill 9 28.08 28.08 28.08 (f) Other Intangible Assets 10 72.60 127.20 1.38 (g) Financial assets (i) Investments 11 87.79 48.69 547.90 (ii) Loans 12 1 01.07 80.00 61.61 (iii) Trade Receivables 13 5 23.25 533.78 557.59 (iv) Other financial assets 14 2 05.90 159.60 263.99 (h) Deferred tax assets (net) 48 87.93 87.46 70.33 (i) Income tax assets (net) 15 67.14 30.97 20.07 (j) Other non - current assets 16 1 57.08 63.29 22.07 Total Non-Current Assets 2 ,684.89 2 ,110.75 2 ,163.24 2 Current assets (a) Inventories 17 9 75.83 1,084.08 738.08 (b) Financial assets (i) Loans 18 1 80.32 2 01.98 2.46 (ii) Trade receivables 19 4 ,350.46 3,411.36 1,824.79 (iii) Cash and cash equivalents 20 3 75.44 77.32 226.48 (iv) Bank balances other than (iii) above 21 9 85.07 1,808.74 1,020.75 (v) Other Financial Asset 22 1 81.93 141.46 8.61 (c) Other Current Assets 23 2 60.78 213.73 103.32 Total Current Assets 7 ,309.84 6 ,938.66 3 ,924.49 Total Assets 9 ,994.73 9 ,049.41 6 ,087.73 EQUITY AND LIABILITIES Equity (a) Equity share capital 24 1 86.82 62.27 62.27 (b) Other equity 25 6 ,300.00 5,280.68 3,891.89 Total equity attributable to owners of the Parent 6 ,486.82 5 ,342.96 3 ,954.16 Non Controlling Interests 1 40.77 268.50 109.98 Total equity 6 ,627.59 5 ,611.45 4 ,064.14 Liabilities 1 Non-current liabilities (a) Financial liabilities (i) Borrowings 26 4 94.93 461.05 3.90 (ii) Lease liabilities 27 4 75.58 1 04.82 13.71 (b) Provisions 28 58.24 62.46 70.86 (c) Deferred tax liabilities (net) 48 90.44 83.15 77.02 Total non-current liabilities 1 ,119.19 711.49 165.49 362SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure I Restated Consolidated Balance Sheet CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 2 Current liabilities (a) Financial liabilities (i) Borrowings 29 3 42.14 9 30.52 4 60.18 (ii) Lease liabilities 30 55.93 28.02 11.68 (iii) Trade payables Total outstanding dues of micro 31 138.87 217.40 164.02 and small enterprises Total outstanding dues of 31 792.83 889.74 913.70 creditors other than micro and small enterprises (iv) Other financial liabilities 32 2 78.28 230.16 84.31 (b) Other current liabilities 33 5 81.00 328.63 221.17 (c) Provisions 34 0.24 1.00 0.81 (d) Current tax liabilities (net) 35 58.67 101.00 2.24 Total current liabilities 2 ,247.95 2 ,726.48 1 ,858.10 Total liabilities 3 ,367.14 3 ,437.96 2 ,023.58 Total equity and liabilities 9 ,994.73 9 ,049.41 6 ,087.73 Note:TheaboveAnnexureshouldbereadwithmaterialaccountingpoliciesformingpartoftheRestatedConsolidatedFinancialInformationin Annexure V, statement of adjustments to Restated Consolidated Financial Information in Annexure VI and notes to Restated Consolidated Financial Information in Annexure VII. As per our examination report of even date attached For G B C A & Associates LLP For and on behalf of Board of Directors Chartered Accountants SFC Environmental Technologies Limited FRN: 103142W / W100292 (Formerly known as SFC Environmental Technologies Private Limited) Yogesh R. Amal Sandeep Sudhakar Asolkar Sarvesh Kumar Garg Mandar Dinkar Desai Partner Chairman & Managing Director Executive Director Chief Executive Officer Membership No. 111636 DIN: 00097828 DIN: 06873116 Place: Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Amit Anil Sawant Shweta Deshpande Chief Financial Officer Company Secretary M. No.: A-67764 Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 363SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure II Restated Consolidated Statement of Profit and Loss CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars Notes March 31, 2025 March 31, 2024 March 31, 2023 I Income Revenue from operations 36 6 ,978.58 6 ,574.95 5 ,194.47 Other income 37 291.06 1 90.71 1 13.78 Impairment gain on financial assets 38 - 1 .79 - Total income 7 ,269.63 6 ,767.44 5 ,308.25 II Expenses Purchases of Stock-in-trade 39 1 ,274.64 2 ,055.52 2 ,516.36 Cost of Material Consumed 40 1 ,767.43 1 ,220.24 6 82.85 Project Cost 41 287.49 2 61.66 1 5.45 Changes in inventories 42 93.40 ( 162.69) ( 198.70) Employee benefits expense 43 729.98 600.00 4 94.73 Finance costs 44 133.71 88.26 3 6.04 Depreciation and amortization expense 45 178.41 124.58 5 9.08 Impairment loss on financial assets 46 7 .46 2.78 4 .24 Other expenses 47 743.38 666.69 4 38.83 Total expenses 5,215.91 4,857.04 4 ,048.87 Restated Profit before share of profit of joint III 2 ,053.73 1,910.40 1 ,259.38 ventures and associate (I + II) IV Share of profit/(loss) of joint ventures and associate (Net) ( 1.34) 2 4.06 1 3.13 V Restated Profit before tax (III + IV) 2,052.39 1,934.47 1 ,272.51 VI Tax expense Current tax 48 534.99 5 05.46 3 32.24 Deferred tax 48 6.82 ( 11.01) ( 7.82) MAT Credit 48 ( 9.50) ( 1.72) - Total tax expense 5 32.31 4 92.74 3 24.42 VII Restated Profit after Tax (V - VI) 1,520.08 1,441.73 9 48.09 VIII Restated Profit for the year attributable to: - Owners of the Parent 1 ,440.60 1 ,416.07 938.81 - Non-controlling interests 7 9.49 25.66 9 .28 Other comprehensive income/(loss) (OCI) a) Items that will not be susbequently reclassified to profit or loss i) Remeasurement gain/(loss) of the defined benefit plans ( 3.93) ( 5.11) ( 7.30) ii) Income taxes related to items that will not be reclassified to profit or loss 0 .96 1.33 1 .87 b) Items that may be reclassified to profit or loss i) Exchange differences on translating the financial statements of foreign operations 1 .41 9.66 2.11 IX Restated Total other comprehensive income/(loss) ( 1.56) 5.88 ( 3.32) 364SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure II Restated Consolidated Statement of Profit and Loss CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Other comprehensive income/(loss) for the year attributable to: - Owners of the Parent ( 1.95) 7.11 ( 3.62) - Non-controlling interests 0 .38 ( 1.23) 0 .29 X Total comprehensive income for the year 1,518.52 1,447.61 944.76 Total comprehensive income for the year attributable to: - Owners of the Parent 1 ,438.65 1 ,423.18 935.19 - Non-controlling interests 7 9.87 24.43 9 .57 Earnings per share face value of ₹2 each fully paid up : Basic earnings per share (₹) 49 1 5.42 1 5.16 1 0.05 Diluted earnings per share (₹) 49 1 5.42 1 5.16 1 0.05 Note: The above Annexure should be read with material accounting policies forming part of the Restated Consolidated Financial Information in AnnexureV,statementofadjustmentstoRestatedConsolidatedFinancialInformationinAnnexureVIandnotestoRestatedConsolidatedFinancial Information in Annexure VII. As per our examination report of even date attached For G B C A & Associates LLP For and on behalf of Board of Directors Chartered Accountants SFC Environmental Technologies Limited FRN: 103142W / W100292 (Formerly known as SFC Environmental Technologies Private Limited) Yogesh R. Amal Sandeep S udhakar Asolkar Sarvesh Kumar Garg Mandar Dinkar Desai Chairman & Managing Executive Director Partner Director Chief Executive Officer Membership No. 111636 DIN: 00097828 DIN: 06873116 Place: Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Amit Anil Sawant Shweta Deshpande Chief Financial Officer Company Secretary Membership No.: A-67764 Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 365SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure III Restated Statement of changes in equity CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (A) Equity share capital Particulars No. of shares Amount No. of shares Amount Balance as at April 01, 2024 62,27,418 62.27 Changes in equity share capital during the year Split of Share 2,49,09,672 - Bonus Issue of Share 6,22,74,180 124.55 8 ,71,83,852 124.55 Balance as at March 31, 2025 9 ,34,11,270 186.82 Balance as at April 01, 2023 62,27,418 62.27 Changes in equity share capital during the year - - - - Balance as at March 31, 2024 62,27,418 62.27 Balance as at April 01, 2022 62,27,418 62.27 Changes in equity share capital during the year - - - - Balance as at March 31, 2023 62,27,418 62.27 (B) Other equity Reserve and surplus Exchange Total Other Standard differences on attributable to Non Controlling Particulars Comprehensive Securities Gain on Bargain Reserve u/s translation of owners of the Interests Retained earnings General Reserves Capital Reserves Income Premium Purchase 45IC of the RBI foreign operations Parent Act Balance as at April 01, 2024 3.97 5,110.06 70.25 21.40 5 8.41 0.03 24.98 (8.42) 5,280.68 268.50 Profit for the year - 1,440.60 - - - - - - 1,440.60 79.49 Acquisition of Subsidiary* - 16.59 - - - - - - 16.59 - Additions/ (Utilisations) during the year (3.97) (50.34) ( 70.24) - - - 1 .29 - (123.25) 0 .12 Disposal of NCI on additional investments - - - - - - - - - (201.72) Re-measurement gain/(loss) of defined benefit plans (net of tax) - - - - - - - (3.24) (3.24) 0 .27 Total other comprehensive income for the year ( 0.00) 6,516.90 0.02 21.40 5 8.41 0.03 26.28 (11.66) 6,611.37 146.65 Transactions with owners of the group Dividends - (311.37) - - - - - - (311.37) (5.88) Balance as at March 31, 2025 ( 0.00) 6,205.52 0.02 21.40 5 8.41 0.03 26.28 (11.66) 6,300.00 140.77 * Refer Note 25 366SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure III Restated Statement of changes in equity CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Reserve and surplus Exchange Total Other Standard differences on attributable to Non Controlling Particulars Comprehensive Securities Gain on Bargain Reserve u/s translation of owners of the Interests Retained earnings General Reserves Capital Reserves Income Premium Purchase 45IC of the RBI foreign operations Parent Act Balance as at April 01, 2023 3.97 3,787.64 70.30 21.37 - 0.03 15.07 (6.50) 3,891.89 109.98 Profit for the year - 1,416.07 - - - - - - 1,416.07 25.66 Acquisition of Subsidiary - 171.70 - - - - - 0 .57 172.28 138.01 Transfers during the year - 0.05 (0.05) - - - - - - - Additions/ Utilisations during the year - - - 0.03 5 8.41 - 9 .91 - 68.35 0 .05 Other Changes* - (171.99) - - - - - - (171.99) - Re-measurement gain/(loss) of defined benefit plans (net of tax) - - - - - - - (2.50) (2.50) (1.29) Total other comprehensive income for the year 3.97 5,203.47 70.25 21.40 5 8.41 0.03 24.98 (8.42) 5,374.09 272.42 Transactions with owners of the group Dividends - (93.41) - - - - - - (93.41) (3.92) Balance as at March 31, 2024 3.97 5,110.06 70.25 21.40 5 8.41 0.03 24.98 (8.42) 5,280.68 268.50 * this includes Ind AS impact w.r.t cummulative profits of associate (on acquisition as subsidiary) (Refer Note 25(D)). Reserve and surplus Exchange Total Other Standard differences on attributable to Non Controlling Particulars Comprehensive Securities Gain on Bargain Reserve u/s translation of owners of the Interests Retained earnings General Reserves Capital Reserves Income Premium Purchase 45IC of the RBI foreign operations Parent Act Balance as at April 01, 2022 3.97 3,117.91 70.54 21.37 - - 13.23 (1.05) 3,225.97 99.92 Profit for the year - 938.81 - - - - - - 938.81 9 .28 Acquisition of Subsidiary - - - - - - - - 0 .49 Transfers during the year - 0.20 (0.24) - - 0.03 - - - Additions/ Utilisations during the year - - - - - - 1 .84 - 1.84 0 .27 Other Changes - 0.18 - - - - - - 0.18 - Re-measurement gain/(loss) of defined benefit plans (net of tax) - - - - - - - (5.46) (5.46) 0 .03 Total other comprehensive income for the year 3.97 4,057.10 70.30 21.37 - 0.03 15.07 (6.50) 4,161.35 109.98 Transactions with owners of the group Dividends - (269.46) - - - - - - (269.46) - Balance as at March 31, 2023 3.97 3,787.64 70.30 21.37 - 0.03 15.07 (6.50) 3,891.89 109.98 As per our examination report of even date attached For G B C A & Associates LLP For and on behalf of Board of Directors Chartered Accountants SFC Environmental Technologies Limited FRN: 103142W / W100292 (Formerly known as SFC Environmental Technologies Private Limited) Yogesh R. Amal Sandeep Sudhakar Asolkar Sarvesh Kumar Garg Mandar Dinkar Desai Amit Anil Sawant Shweta Deshpande Partner Chairman & Managing Director Executive Director Chief Executive Officer Chief Financial Officer Company Secretary Membership No. 111636 DIN: 00097828 DIN: 06873116 M. No.: A-67764 Place: Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 367SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure IV Restated Statement of Cash Flows CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Cash flows from operating activities Profit for the period before tax 2,052.39 1,934.47 1,272.51 Adjustments for : Depreciation and amortization expenses 178.41 124.58 59.08 Finance costs 133.71 88.26 36.04 Interest income on fixed deposit (111.45) (109.65) ( 60.73) Interest income on loans given (40.01) (9.72) (4.80) Bad debts written off 0 .48 10.09 4.00 Impairment gain/loss on financial asset 7 .46 1.00 4.24 Exchange differences on translation of foreign operations 1 .36 9.94 1.85 Net (gain)/loss on fair valuation of Mutual Funds - ( 11.72) (4.22) Net (gain)/loss on sale of Fixed Assets (56.30) ( 16.42) (1.11) Net (gain)/loss on sale of Investment Property (39.61) ( 16.63) ( 19.91) Net (gain)/loss on Termination of Lease (1.26) - - Share of (profit)/ loss of the joint ventures and associate (Net) 1 .34 ( 24.06) ( 13.13) Operating profit before working capital changes 2,126.51 1,980.14 1,273.82 Working capital adjustments : (Decrease)/ increase in other current liabilities 252.36 107.47 (190.21) (Decrease)/ increase in trade payables (175.44) 29.43 272.96 (Decrease)/ increase in other financial liabilities 106.82 83.81 31.87 (Decrease)/ increase in provisions (7.96) ( 11.99) ( 25.35) Decrease/ (increase) in inventories 108.25 (345.99) (280.09) Decrease/ (increase) in trade receivables (936.52) (1,709.69) (587.51) Decrease/ (increase) in other financial assets (74.10) (153.74) 29.50 Decrease/ (increase) in other current assets (47.06) (110.40) 135.48 Decrease/ (increase) in non-current assets (93.79) ( 41.22) ( 18.95) Adjustments on account of acquisition of subsidiary - 471.13 0.49 Cash generated from operations 1,259.07 298.95 642.01 Income taxes paid (net of refunds) (603.98) (415.89) (338.10) Net cash from operating activities (A) 655.09 (116.94) 303.91 Cash flows from investing activities Purchase of property, plant and equipment and intangible assets (including under development) (309.50) (276.08) (111.75) Sale of property, plant and equipment and intangible assets 173.01 34.49 - Sale of investment property^ 107.28 48.00 66.43 Investment in Mutual Fund (Net)^ - 201.94 (0.00) Consideration paid on acquisition of subsidiary (185.13) (151.96) - Investment in Equity Instrument^ (40.43) - ( 37.23) Investments in fixed deposits (Net) 810.99 (609.36) (120.29) Interest received on fixed deposits 111.45 109.65 60.73 Loans given (Net) 0 .59 (137.91) 24.44 Interest received on loans given 40.01 9.72 4.80 Net cash generated from/(used in) investing activities (B) 708.27 (771.52) (112.87) Cash flows from financing activities Dividend Paid (317.25) ( 97.33) (269.46) Proceeds from Borrowing - Non Current 33.88 457.15 (2.64) Proceeds from Borrowing - Current (588.38) 470.33 86.93 Interest paid on Borrowing - Non Current (64.76) ( 32.39) ( 14.90) Interest paid on Borrowing - Current (32.11) ( 47.04) ( 19.26) Repayment of lease liability (59.60) ( 20.56) (7.40) Interest paid on lease liability (37.02) (8.79) (2.00) Net cash flow used in financing activities (C) (1,065.25) 721.37 (228.73) Net increase(decrease) in cash and cash equivalents (A)+(B)+(C) 298.12 (167.08) ( 37.69) Cash and cash equivalent at the beginning of the year 77.32 226.48 264.17 Add: Upon acquisition of Subsidiary - 17.94 - Cash and cash equivalents at the end of the year (refer note 20) 375.44 77.32 226.48 Components of Cash and cash equivalents - Cash in hand 0 .86 1.57 1.31 Balances with bank 224.59 75.75 225.17 Cheque in hand 150.00 - - Total cash and cash equivalents (refer note 20) 375.44 77.32 226.48 ^ represents amount less than 0.01 Million 368SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure IV Restated Statement of Cash Flows CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Change in Liability Arising from Financing Activities Particular April 01, 2024 Net Cashflow Others* March 31, 2025 Borrowings - Non-current (Refer Note 26) 461.05 33.88 - 494.93 Borrowings - Current (Refer Note 29) 930.52 (588.38) - 342.14 Lease Liability 132.85 (59.60) 458.26 531.51 Total 1,524.42 (614.10) 458.26 1,368.57 Particular April 01, 2023 Net Cashflow Others* March 31, 2024 Borrowings - Non-current (Refer Note 26) 3.90 457.15 - 461.05 Borrowings - Current (Refer Note 29) 460.18 470.33 - 930.52 Lease Liability 25.38 (20.56) 128.02 132.85 Total 489.47 906.92 128.02 1,524.42 Particular April 01, 2022 Net Cashflow Others* March 31, 2023 Borrowings - Non-current (Refer Note 26) 6.54 (2.64) - 3.90 Borrowings - Current (Refer Note 29) 373.26 86.93 - 460.18 Lease Liability 11.85 (7.40) 20.94 25.38 Total 391.64 76.89 20.94 489.47 * For Lease Liability, it includes Net additions and net gain/loss on termination Notes: i)TheaboverestatedconsolidatedcashflowfromoperatingactivitieshasbeenpreparedusingindirectmethodassetoutinIndAS-7CashFlowStatementsas prescribed under section 133 of the Companies Act, 2013 read with rules. ii)TheaboveAnnexureshouldbereadwithsignificantaccountingpoliciesformingpartoftheRestatedConsolidatedFinancialInformationinAnnexureV, statementofadjustmentstoRestatedConsolidatedFinancialInformationinAnnexureVIandnotestoRestatedConsolidatedFinancialInformationinAnnexure VII. As per our examination report of even date attached For G B C A & Associates LLP For and on behalf of Board of Directors Chartered Accountants SFC Environmental Technologies Limited FRN: 103142W / W100292 (Formerly known as SFC Environmental Technologies Private Limited) Yogesh R. Amal Sandeep Sudhakar Asolkar Sarvesh Kumar Garg Mandar Dinkar Desai Partner Chairman & Managing Director Executive Director Chief Executive Officer Membership No. 111636 DIN: 00097828 DIN: 06873116 Place: Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Amit Anil Sawant Shweta Deshpande Chief Financial Officer Company Secretary M. No.: A-67764 Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 369SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 1 Group Overview SFCEnvironmentalTechnologiesLimited(formerlyknownasSFCEnvironmentalTechnologiesPrivateLimited)('thecompany'or'theparent'or'theholding company')iscompanyestablishedonMarch29,2005havingitsregisteredofficesituatedatTheAmbienceCourtHi-TechBusinessPark,21stFloor,Sector19- D,PlotNo.2,Vashi,NaviMumbaiandcorporateofficeat2201-2202,RupaRenaissance,D-33TurbheMIDCRoad,TTCIndustrialArea,MIDCIndustrialArea, Thane, Maharashtra - 400 705. The Company has changed its name from "SFC Environmental Technologies Private Limited" to "SFC Environmental TechnologiesLimited",andafreshcertificateofincorporationconsequenttochangeofnamewasissuedbyRoConAugust13,2024.TheCompanytogether with its subsidiaries is hereinafter referred to as the ‘Group’. TheGroupisanenvironmentaltechnologygroup,offeringefficienttechnologiesandcomprehensiveengineeringsolutionsinthefieldofwastewatertreatment (“WWT”), wastewater recycling & reuse (“WRR”) and solid waste treatment (“SWT”) (including agro-waste based biogas projects). Material Accounting Policies 2 Basis for Preparation TheRestatedConsolidatedFinancialInformation("RFS")havebeenpreparedinaccordancewiththeprovisionsoftheCompaniesAct,2013andtheIndian AccountingStandards(“IndAS”)notifiedundertheCompanies(IndianAccountingStandards)Rules,2015issuedbyMinistryofCorporateAffairsinrespectof Section133readwithRule3oftheCompanies(IndianAccountingStandards)Rules,2015andrelevantamendmentrulesissuedthereafter.Inaddition,the guidancenotes/announcementsissuedbytheInstituteofCharteredAccountantsofIndia (ICAI)arealsoappliedexceptifcompliancewithotherstatutory promulgations require a different treatment. 2.1 Statement of Compliance TheRestatedConsolidatedFinancialInformationofthegroup,itsassociateandits jointventurescomprisetheRestatedConsolidated BalanceSheetasat March 31, 2025; March 31, 2024 and March 31, 2023; the related Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income),theRestatedConsolidatedStatementofChangesinEquity,andtheRestatedConsolidatedStatementofCashFlowsfortheyearendedMarch31, 2025;March31,2024andMarch31,2023andthematerialaccountingpoliciesandRestatedConsolidatedOtherFinancialInformation(togetherreferredtoas 'Restated Consolidated Financial Information'). The Restated Consolidated Financial Information have been prepared on a going concern basis and accrual basis of accounting. The accounting policies, effective as on March 31, 2025 are applied consistently to all the periods presented in the Restated Consolidated Financial Information. TheRestatedConsolidatedfinancialinformationcomplyinallmaterialaspectswithIndianAccountingStandards(IndAS)notifiedunderSection133ofthe Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the Act. TheseRestatedConsolidatedFinancialInformationhavebeenpreparedbythemanagementasrequiredundertheSecuritiesandExchangeBoardofIndia (IssueofCapitalandDisclosureRequirements)Regulations,2018,asamendedissuedbytheSecuritiesandExchangeBoardofIndia('SEBI'),inpursuanceofthe SecuritiesandExchangeBoardofIndiaAct,1992,forthepurposeofinclusionintheDraftRedHerringProspectusinconnectionwiththeproposedinitialpublic offeringofequitysharesoftheCompanycomprisingafreshissueofequitysharesandanofferforsaleofequitySharesheldbytheSellingshareholders(the "Offer"), prepared by the in terms of the requirements of: - Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"); - The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and -TheGuidanceNoteonReportsinCompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndiaasamendedfromtimeto time (the "Guidance Note") The Restated Consolidated Financial Information has been compiled by the Group from: I.AuditedConsolidatedFinancialStatementsoftheGroup,itsassociateanditsjointventuresasatandfortheyearsendedMarch31,2025,March31,2024 andMarch31,2023,preparedinaccordancewithIndianAccountingStandard(referredto“IndAS”)asprescribedundersection133oftheActreadwiththe Companies(IndianAccountingStandards)Rules2015,asamended,andotheraccountingprinciplesgenerallyacceptedinIndiawhichhasbeenapprovedby the Board of Directors at their meeting held on August 13, 2025 , August 08, 2024 and October 27, 2023 respectively. -Further,therewerenochangesinaccountingpoliciesduringtheperiodoftheseFinancialStatements(ReferAnnexureVI-"Statementofadjustmentsto restated consolidated financial information"); - there were no material amounts which have been adjusted for, in arriving at profit / loss of the respective periods. TheRestatedConsolidatedFinancialInformationhavebeenpreparedsoastocontaininformation/disclosuresandincorporatingadjustmentssetoutbelowin accordance with the SEBI ICDR Regulations: a.Adjustmentsforreclassification/regroupingofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertobringtheminlinewiththe groupings as per the Restated Financial Information for the year ended March 31, 2025 and the requirements of the SEBI ICDR Regulations, if any; b. do not require any adjustments for modifications as there is no modification in the underlying audit reports. The Restated Consolidated Financial Information for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were approved for issue in accordance with the resolution of the Board of Directors on August 13, 2025. TheseRestatedConsolidatedFinancialInformationarepresentedinIndianRupees(INR),whichisalsothefunctionalcurrency.Allamountshavebeenrounded- off to the nearest million, unless otherwise indicated. 370SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 2.2 Basis of accounting and preparation and presentation of Restated Consolidated Financial Information The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the following assets and liabilities which are measured on an alternative basis on each reporting date: i)Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments) ii) Employee’s Defined Benefit Plan as per actuarial valuation 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 measurementdate,regardlessofwhetherthatpriceisdirectlyobservableorestimatedusinganothervaluationtechnique.Inestimatingthefairvalueofan assetoraliability,theGrouptakesintoaccountthecharacteristicsoftheassetorliabilityifmarketparticipantswouldtakethosecharacteristicsintoaccount when pricing the asset or liability at the measurement date. Inaddition,forfinancialreportingpurposes,fairvaluemeasurementsarecategorizedintoLevel1,2,or3basedonthedegreetowhichtheinputstothefair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Whenmeasuringthefairvalueofanassetoraliability,thegroupusesobservablemarketdataasfaraspossible.Iftheinputsusedtomeasurethefairvalueof anassetoraliabilityfallintodifferentlevelsofthefairvaluehierarchy,thenthefairvaluemeasurementiscategorizedinitsentiretyinthesamelevelofthe fair value hierarchy as the lowest level input that is significant to the entire measurement. 2.3 Significant accounting judgements, estimates and assumptions ThepreparationoftheserestatedconsolidatedfinancialsinformationinconformitywiththerecognitionandmeasurementprinciplesofIndASrequiresthe managementoftheGrouptomakeestimates,assumptionsandjudgmentsthataffectthereportedbalancesofassetsandliabilities,disclosuresofcontingent liabilities as at the date of the restated consolidated financial information and the reported amounts of income and expense for the periods presented. Theestimatesandassociatedassumptionsarebasedonhistoricalexperienceandotherfactorsthatareconsideredtoberelevant.Actualresultsmaydiffer fromtheseestimatesconsideringdifferentassumptionsandconditions.Estimatesandunderlyingassumptionsarereviewedonanongoingbasis.Impacton accountofrevisionstoaccountingestimatesarerecognisedintheperiodinwhichtheestimatesarerevisedandfutureperiodsareaffected.Thefollowingare thecriticalestimates,assumptionsandjudgementsthatthemanagementhavemadeintheprocessofapplyingtheGroup’saccountingpoliciesandthathavea significant effect on the amounts recognized in the financial statements: (a)Useful lives of Property, plant and equipment: Property,plantandequipmentrepresentasignificantproportionoftheassetbaseoftheGroup.Thechargeinrespectofperiodicdepreciationisderivedafter determininganestimateofanasset’sexpectedusefullifeandtheexpectedresidualvalueattheendofitslife.TheusefullivesandresidualvaluesofGroup’s assets are determined by the Management at the time the asset is acquired and reviewed periodically. (b)Employee benefits: Employeebenefitobligationsaredeterminedusingactuarialvaluations.Anactuarialvaluationinvolvesmakingvariousassumptionsthatmaydifferfromactual developmentsinthefuture.Theseincludethedeterminationofthediscountrate,futuresalaryincreasesandmortalityrates.Duetothecomplexitiesinvolved inthevaluationanditslong-termnature,employeebenefitobligationishighlysensitivetochangesintheseassumptions.Allassumptionsarereviewedateach reporting date. (c)Provision for income tax and deferred tax assets TheGroupusesestimatesandjudgementsbasedontherelevantrulingsintheareasofrevenue,costs,allowancesanddisallowanceswhichisexercisedwhile determiningtheprovisionforincometax.Adeferredtaxassetisrecognisedtotheextentthatitisprobablethatfuturetaxableprofitwillbeavailableagainst whichthedeductibletemporarydifferencesandtaxlossescanbeutilised.Accordingly,theGroupexercisesitsjudgementtoreassessthecarryingamountof deferred tax assets at the end of each reporting period. (d)Provisions and contingent liabilities TheGroupestimatestheprovisionsthathavepresentobligationsasaresultofpasteventsanditisprobablethatoutflowofresourceswillberequiredto settletheobligations.Theseprovisionsarereviewedattheendofeachreportingperiodandareadjustedtoreflectthecurrentbestestimates.TheGroupuses significantjudgementstodisclosecontingentliabilities.Contingentliabilitiesaredisclosedwhenthereisapossibleobligationarisingfrompastevents,the existenceofwhichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfutureeventsnotwhollywithinthecontrolofthe Grouporapresentobligationthatarisesfrompasteventswhereitiseithernotprobablethatanoutflowofresourceswillberequiredtosettletheobligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the Restated Consolidated Financial Information. (e)Fair value measurement of financial instruments Whenthefairvalueoffinancialassetsandfinancialliabilitiesrecordedinthebalancesheetcannotbemeasuredbasedonquotedpricesinactivemarkets, their fairvalueismeasuredusingvaluationtechniquesincludingtheDiscountedCashFlowmodel.Theinputstothesemodels aretakenfromobservable marketswherepossible,butwherethisisnotfeasible,adegreeofjudgementisrequiredinestablishingfairvalues.Judgementsincludeconsiderationsof inputs such as market risk, liquidity risk and credit risk. 371SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (f) Allowance for credit losses on receivables TheGroupdeterminestheallowanceforcreditlossesbasedonhistoricallossexperienceadjustedtoreflectcurrentandestimatedfutureeconomicconditions. The Group considers current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates. (g) Impairment of non- financial assets The Group 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 Group 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. It is determined for an individual asset. 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 assessment of the time value of money and the risk specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share price for publicly traded subsidiaries or other available fair value indicators. (h) Impairment of Goodwill Management reviews the carrying value of goodwill annually, to determine whether there has been any impairment by allocating the value of goodwill to a Cash Generating Unit (CGU). The Group has identified CGUs’ for this purpose, considering the nature of the businesses to which each of the CGU relates. Value in use i.e. the enterprise value of each CGU is aggregate of cash flow projections, for five years as approved by Management and beyond five years extrapolated using a long-term growth rate which ranges from 0% to 5%. Cash flow projections are discounted by a pre-tax discount rate, which ranges from 8% to 12%. The Management believes that any reasonably possible change in the above key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU. During the year ended March 31, 2025, the Group has determined that there is no impairment towards Goodwill. 2.4 Classification of Assets and Liabilities into Current/Non-Current TheOperatingCycleoftheGroupisthetimebetweentheacquisitionsoftheassetsforprocessingandtheirrealisationincash&cashequivalents.TheGroup has identified twelve months as its operating cycle for the purpose of current and non current classification of assets and liabilities. For the purpose of Balance Sheet, an asset is classified as current if: (i) It is expected to be realized, or is intended to be sold or consumed, in the normal operating cycle; or (ii) It is held primarily for the purpose of trading; or (iii) It is expected to realise the asset within twelve months after the reporting period; or (iv)Theassetisacashorcashequivalentunlessitisrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelvemonthsafterthereporting period. All other assets are classified as non-current. Similarly, a liability is classified as current if: (i) It is expected to be settled in the normal operating cycle; or (ii) It is held primarily for the purpose of trading; or (iii) It is due to be settled within twelve months after the reporting period; or (iv)TheGroupdoesnothaveanunconditionalrighttodeferthesettlementoftheliabilityforatleasttwelvemonthsafterthereportingperiod.Termsofa liability that could result in its settlement by the issue of equity instruments at the option of the counterparty does not affect this classification. All other liabilities are classified as non-current. 3 Material accounting policies The accounting policies set out below have been applied consistently to the periods presented in the Financials Statements. 372SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3.1 Basis of Consolidation i) Consolidation of subsidiaries TheRestatedConsolidatedFinancialInformationcomprisethefinancialstatementsoftheGroupanditsassociateandjointventure.Controlisachievedwhen theGroupisexposed,orhasrights,tovariablereturnsfromitsinvolvementwiththeinvesteeandhastheabilitytoaffectthosereturnsthroughitspowerover the investee. Specifically, the Group controls an investee if and only if the Group has: - Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) - Exposure, or rights, to variable returns from its involvement with the investee, and - The ability to use its power over the investee to affect its returns Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: The contractual arrangement with the other vote holders of the investee - Rights arising from other contractual arrangements - The Group’s voting rights and potential voting rights - The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders TheGroupre-assesseswhetherornotitcontrolsaninvesteeiffactsandcircumstancesindicatethattherearechangestooneormoreofthethreeelementsof control.ConsolidationofasubsidiarybeginswhentheGroupobtainscontroloverthesubsidiaryandceaseswhentheGrouplosescontrolofthesubsidiary. Assets,liabilities,incomeandexpensesofasubsidiaryacquiredordisposedofduringtheyearareincludedintheRestatedConsolidatedFinancialInformation from the date the Group gains control until the date the Group ceases to control the subsidiary. RestatedConsolidatedFinancialInformationispreparedusinguniformaccountingpoliciesforliketransactionsandothereventsinsimilarcircumstances.Ifa memberoftheGroupusesaccountingpoliciesotherthanthoseadoptedintheRestatedConsolidatedFinancialInformationforliketransactionsandeventsin similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Restated Consolidated Financial Information to ensure conformity with the Group’s accounting policies. Thefinancialstatementsofallentitiesusedforthepurposeofconsolidationaredrawnuptosamereportingdateasthatoftheparentcompany,i.e.,year endedonMarch31.Whentheendofthereportingperiodoftheparent is differentfromthatofasubsidiary,thesubsidiaryprepares, forconsolidation purposes,additional financial informationas ofthesamedateas thefinancial statementsoftheparent toenable theparent toconsolidate thefinancial information of the subsidiary, unless it is impracticable to do so. Consolidation procedure: a. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. b. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill. c.Eliminateinfullintragroupassetsandliabilities,equity,income,expensesandcashflowsrelatingtotransactionsbetweenentitiesoftheGroup(profitsor lossesresultingfromintragrouptransactionsthatarerecognisedinassets,suchasinventoryandfixedassets,areeliminatedinfull).Intragrouplossesmay indicate an impairment that requires recognition in the Restated Consolidated Financial Information. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. Profitorloss andeachcomponentofothercomprehensiveincome(OCI) areattributedtotheequityholdersoftheparentoftheGroupandtothenon- controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statementsofsubsidiariestobringtheiraccountingpoliciesintolinewiththeGroup’saccountingpolicies.Allintra-groupassetsandliabilities,equity,income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: - Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost - Derecognises the carrying amount of any non-controlling interests - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or deficit in profit or loss - Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or transferred directly to retained earnings, if required by other Ind ASs as would be required if the Group had directly disposed of the related assets or liabilities. 373SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) iii) Details of subsidiaries, Associate and joint venture Country of Effective holding as of March 31, Controlled/owne Name of the Company Incorporation 2025 2024 2023 d by Group since Subsidiary Companies: Chavare Engineering Private Limited India 51.00% 51.00% 51.00% 2010-11 Sustainyx Smart Solution Private Limited (Formerly India 100.00% 100.00% 100.00% 2014-15 known as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited India 100.00% 74.00% 74.00% 2020-21 SFC Umwelttechnik GmbH Austria 87.23% 87.23% 87.23% 2008-09 SFC Ekotechnika S.r.o (step down subsidiary) Czechia 87.23% 87.23% 87.23% 2008-09 Fine Aeration Systems Private Limited India 51.00% 51.00% 51.00% 2022-23 Hindustan Waste Treatment Private Limited ## India 100.00% 80.00% - 2023-24 Pentagen Biofuels Private Limited India 100.00% 88.00% - 2023-24 Chavare Engineering & Endress Plus Hauser JV * India 26.01% 26.01% - 2023-24 (step down subsidiary) Nanded Biofuels Private Limited (step down India 100.00% - - 2024-25 subsidiary) Associate Companies: Hindustan Waste Treatment Private Limited ## India - - 49.00% 2014-15 Turbomax India Private Limited India 49.00% 49.00% - 2022-23 Joint Ventures **: Endress + Hauser & Chavare Engineering (JV) Private India 24.99% 24.99% 24.99% 2017-18 Limited Gharpure Engg & Const PL - Chavare Engg PL JV # India - 2.55% 2.55% 2017-18 * It is non-corporate entity (Association of Persons) being consolidated as per the requirement of IND AS 110 "Consolidated Financial Statement". ** These are joint ventures of our subsidiary (Chavare Engineering Private Limited). # This joint venture was a non corporate entity (Association of Persons) and it ceases to exist w.e.f. August 08, 2023. ## On October 05, 2023, the Group acquired control over Hindustan Waste Treatment Private Limited (HWTPL), erstwhile associate company (49% equity stake) through acquisition of balance 31% of the equity shares and accordingly consolidated as subsidiary w.e.f. October 05, 2023. 374SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) ii) Associate and joint venture AnassociateisanentityoverwhichtheGrouphassignificantinfluence.Significantinfluenceisthepowertoparticipateinthefinancialandoperatingpolicydecisionsoftheinvesteebutisnotcontrolorjointcontrol over those policies. Ajointventureisatypeofjointarrangementwherebythepartiesthathavejointcontrolofthearrangementhaverightstothenetassetsofthejointventure.Jointcontrolisthecontractuallyagreedsharingofcontrol of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining whether significant influence or joint control are similar to those necessary to determine control over the subsidiaries. TheGroup’sinvestmentsinitsassociateandjointventureareaccountedforusingtheequitymethod.Undertheequitymethod,theinvestmentinanassociateorajointventureisinitiallyrecognisedatcost.The carryingamountoftheinvestmentisadjustedtorecognisechangesintheGroup’sshareofnetassetsoftheassociateorjointventuresincetheacquisitiondate.Goodwillrelatingtotheassociateorjointventureis included in the carrying amount of the investment and is not tested for impairment individually. TheRestatedSummaryStatementofprofitandlossreflectstheGroup’sshareoftheresultsofoperationsoftheassociateandjointventure.AnychangeinOCIofthoseinvesteesispresentedaspartoftheGroup’s OCI.Inaddition,whentherehasbeenachangerecogniseddirectlyintheequityoftheassociateorjointventure,theGrouprecognisesitsshareofanychanges,whenapplicable,inthestatementofchangesinequity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture. Ifanentity’sshareoflossesofanassociateorajointventureequalorexceedsitsinterestintheassociateorjointventure(whichincludesanylong-terminterestthat,insubstance,formpartoftheGroup’snet investment in the associate or joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligationsormadepaymentsonbehalfoftheassociateorjointventure.Iftheassociateorjointventuresubsequentlyreportsprofits,theentityresumesrecognisingitsshareofthoseprofitsonlyafteritsshareofthe profits equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the restated summary statement of profit and loss outside operating profit. ThefinancialstatementsoftheassociateorjointventurearepreparedforthesamereportingperiodastheGroup.Whennecessary,adjustmentsaremadetobringtheaccountingpoliciesinlinewiththoseofthe Group. Afterapplicationoftheequitymethod,theGroupdetermineswhetheritisnecessarytorecogniseanimpairmentlossonitsinvestmentinitsassociateorjointventure.Ateachreportingdate,theGroupdetermines whetherthereisobjectiveevidencethattheinvestmentintheassociateorjointventureisimpaired.Ifthereissuchevidence,theGroupcalculatestheamountofimpairmentasthedifferencebetweentherecoverable amount of the associate or joint venture and its carrying value, and then recognises the loss as ‘Share of profit of an associate and a joint venture’ in the restated consolidated statement of profit and loss. Uponlossofsignificantinfluenceovertheassociateorjointcontroloverthejointventure,theGroupmeasuresandrecognisesanyretainedinvestmentatitsfairvalue.Anydifferencebetweenthecarryingamountof the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. 375SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Additional information as required by Paragraph 2 of the General Instructions to Schedule III to the Companies Act, 2013. For period ended March 31, 2025 Net Assets i.e., total assets minus total Share in other comprehensive Share in profit or loss Share in total comprehensive income liabilities income Name of Entity As a % of As a % of As a % of Total consolidated net Amount consolidated Amount As a % of OCI Amount Comprehensive Amount assets profit or loss income Parent SFC Environmental Technologies Limited (Formerly 92.19% 6,110.23 85.24% 1,295.74 218.11% (3.41) 85.10% 1,292.33 known as SFC Environmental Technologies Private Limited) Subsidiary Chavare Engineering Private Limited 2.11% 139.62 2.47% 37.48 -18.06% 0.28 2.49% 37.76 Sustainyx Smart Solution Private Limited (Formerly -0.24% (15.90) -0.02% (0.35) 0.00% - -0.02% (0.35) known as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited 1.97% 130.38 2.75% 41.86 7.43% (0.12) 2.75% 41.74 SFC Umwelttechnik GmbH 0.87% 57.59 0.01% 0.15 -50.57% 0.79 0.06% 0.95 SFC Ekotechnika S.r.o (step down subsidiary) 0.15% 9.79 0.00% 0.03 -32.17% 0.50 0.04% 0.54 Fine Aeration Systems Private Limited 0.04% 2.60 0.66% 10.10 -0.28% 0.00 0.67% 10.11 Hindustan Waste Treatment Private Limited ## 12.75% 844.85 7.08% 107.62 -0.14% 0.00 7.09% 107.62 Pentagen Biofuels Private Limited -0.71% (46.97) -3.18% (48.27) 0.00% - -3.18% (48.27) Chavare Engineering & Endress Plus Hauser JV 0.03% 1.66 0.24% 3.69 0.00% - 0.24% 3.69 (step down subsidiary) Nanded Biofuels Private Limited (step down 0.01% 0.94 0.00% (0.06) 0.00% - 0.00% (0.06) subsidiary) Non Controlling Interest 2.12% 140.77 5.23% 79.49 -24.34% 0.38 5.26% 79.87 Share of Profit of joint ventures and associate -0.09% (1.34) 0.00% - -0.09% (1.34) Inter- Group Elimination & Consolidation -11.29% (747.99) -0.40% (6.07) 0.00% - -0.40% (6.07) Adjustments Total 100% 6,627.59 100.00% 1,520.08 100.00% (1.56) 100.00% 1,518.52 376SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) For year ended March 31, 2024 Net Assets i.e., total assets minus total Share in other comprehensive Share in profit or loss Share in total comprehensive income liabilities income Name of Entity As a % of As a % of As a % of Total consolidated net Amount consolidated Amount As a % of OCI Amount Comprehensive Amount assets profit or loss income Parent SFC Environmental Technologies Limited (Formerly 91.41% 5,129.27 93.41% 1,346.77 -20.76% (1.22) 92.95% 1,345.55 known as SFC Environmental Technologies Private Limited) Subsidiary Chavare Engineering Private Limited 1.92% 107.98 1.42% 20.54 -23.08% (1.36) 1.33% 19.18 Sustainyx Smart Solution Private Limited (Formerly -0.28% (15.55) 1.97% 28.36 0.00% - 1.96% 28.36 known as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited 1.12% 63.12 1.68% 24.19 -0.43% (0.03) 1.67% 24.16 SFC Umwelttechnik GmbH 1.01% 56.64 0.52% 7.47 5.95% 0.35 0.54% 7.82 SFC Ekotechnika S.r.o (step down subsidiary) 0.17% 9.33 0.00% 0.04 157.53% 9.26 0.64% 9.30 Fine Aeration Systems Private Limited -0.13% (7.50) -0.52% (7.55) 0.00% - -0.52% (7.55) Hindustan Waste Treatment Private Limited ## 10.13% 568.26 1.75% 25.27 1.79% 0.11 1.75% 25.37 Pentagen Biofuels Private Limited 0.05% 2.85 -1.02% (14.75) 0.00% - -1.02% (14.75) Chavare Engineering & Endress Plus Hauser JV -0.01% (0.71) -0.14% (2.03) 0.00% - -0.14% (2.03) (step down subsidiary) Non Controlling Interest 4.78% 268.50 1.78% 25.66 -21.00% (1.23) 1.69% 24.43 Share of Profit of joint ventures and associate - - 1.67% 24.06 0.00% - 1.66% 24.06 Inter- Group Elimination & Consolidation -10.17% (570.74) -2.52% (36.30) 0.00% - -2.51% (36.30) Adjustments Total 100.00% 5,611.45 100.00% 1,441.73 100.00% 5.88 100.00% 1,447.61 377SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) For year ended March 31, 2023 Net Assets i.e., total assets minus total Share in other comprehensive Share in profit or loss Share in total comprehensive income liabilities income Name of Entity As a % of As a % of As a % of Total consolidated net Amount consolidated Amount As a % of OCI Amount Comprehensive Amount assets profit or loss income Parent SFC Environmental Technologies Limited (Formerly 95.40% 3,877.13 95.67% 907.00 166.28% (5.53) 95.42% 901.47 known as SFC Environmental Technologies Private Limited) Subsidiary Chavare Engineering Private Limited 2.28% 92.79 1.03% 9.72 -2.16% 0.07 1.04% 9.80 Sustainyx Smart Solution Private Limited (Formerly 0.45% 18.38 0.02% 0.17 0.00% - 0.02% 0.17 known as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited 0.96% 38.96 0.79% 7.51 0.00% - 0.80% 7.51 SFC Umwelttechnik GmbH 1.20% 48.83 -1.63% (15.42) -54.67% 1.82 -1.44% (13.60) SFC Ekotechnika S.r.o (step down subsidiary) 0.02% 0.93 0.06% 0.54 -0.69% 0.02 0.06% 0.56 Fine Aeration Systems Private Limited 0.00% 0.05 -0.05% (0.46) 0.00% - -0.05% (0.46) Non Controlling Interest 2.71% 109.98 0.98% 9.28 -8.76% 0.29 1.01% 9.57 Share of Profit of joint ventures and associate - - 1.38% 13.13 0.00% - 0.00% - Inter- Group Elimination & Consolidation -3.02% (122.90) 1.75% 16.62 0.00% - 3.15% 29.75 Adjustments Total 100.00% 4,064.15 100.00% 948.09 100.00% (3.32) 100.00% 944.76 378SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3.2 Revenue from contracts with customers Revenue from operations: Revenueisrecognizedonthebasisofapprovedcontractsregardingthetransferofgoodsorservicestoacustomerforanamount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration)allocatedtothatperformanceobligation.Thetransactionpriceofgoodssoldandservicesrenderedisnetofvariable consideration. Revenue excludes taxes collected from customers on behalf of the government. Any amount receivable from customerarerecognizedasrevenueatthepointintimewhencontrolofthegoodssoldaretransferredtothecustomer,generally on delivery of the goods. Revenue from services is recognised at the point in time when the performance obligation is satisfied, which typically coincides with the completion of the service or achievement of a delivery milestone when the customer obtains control. For Revenue from service concession arrangement accounted under financial asset model: -Theentityrecognizesfinancialassetarisingfromserviceconcessionarrangementtotheextentithasanunconditionalcontractual right to receive payment. Financial assets are initially recognized at their fair value. -Contractcostisrecognizedasthetotalcostincurredtowardsthefinancialassets.Subsequenttoinitialrecognitionfinancialassets are recognized at amortized cost. For Revenue from service concession arrangement accounted under intangible asset model: - The total construction cost incurred is capitalized as part of the intangible asset. Post initial recognition, the intangible asset is carriedatcostlessaccumulatedamortizationandimpairmentlosses,inaccordancewithIndAS38,andisamortizedsystematically over the term of the concession arrangement. - Revenue from such contracts is recognized over time as per the terms of concession arrangement. CoststoobtainacontractwhichareincurredregardlessofwhetherthecontractwasobtainedarechargedoffinStatementofProfit and Loss immediately in the period in which such costs are incurred. The scrap sales arising directly due to operating activity is a part of revenue from operations. 3.3 Recognition of Dividend Income, Interest income or expense Interest income or expense is recognized using the effective interest method. The‘effectiveinterestrate’istheratethatexactlydiscountsestimatedfuturecashpaymentsorreceiptsthroughtheexpectedlifeof the financial instrument to: - the gross carrying amount of the financial asset; or - the amortized cost of the financial liability Incalculatinginterestincomeandexpense,theeffectiveinterestrateisappliedtothegrosscarryingamountoftheasset(whenthe assetisnotcredit-impaired)ortotheamortizedcostoftheliability.However,forfinancialassetsthathavebecomecredit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. InterestincomefromotherfinancialassetsisrecognizedwhenitisprobablethattheeconomicbenefitswillflowtotheGroupand the amount of income can be measured reliably. Interest income is recognized on time proportion basis taking into account the amount outstanding and the interest rate applicable. 3.4 Property, Plant & Equipment (PPE) PPEisrecognisedwhenitisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtothegroupandthecostof theitemcanbemeasuredreliably.TheinitialcostofPPEcomprisesitspurchaseprice,includingimportdutiesandnon-refundable purchase taxes,andanydirectly attributable costsofbringing anassettoworking condition andlocationfor its intended use,less accumulated depreciation and accumulated impairment losses, if any. Cost includes professional fees related to the acquisitionof PPE and for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. ExpenditureincurredafterthePPEhavebeenputintousesuchasrepairsandmaintenance,arechargedtotheStatementofProfit and Loss in the period in which the costs are incurred. Subsequent costs are included in the assets’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable thatfuture economic benefits associated withthe item will flow tothe group andthe cost ofthe item can be measured reliably.AllotherrepairsandmaintenancecostarechargedtotheStatementofProfitandLossduringtheperiodinwhichtheywere incurred. IfsignificantpartsofanitemofPPEhavedifferentusefullives,thentheyareaccountedforasseparateitems(majorcomponents)of PPE. 379SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Capital work in Progress: Expenditure during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifyingPPEifany)isincludedunderCapitalWork-in-Progress,andthesameisallocatedtotherespectivePPEonthecompletion oftheirconstruction.AdvancesgiventowardsacquisitionorconstructionofPPEoutstandingateachreportingdatearedisclosedas Capital Advances under “Other non-current Assets” Depreciation: Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided using written down valuemethod,soastowriteoffthecostoftheassetslesstheirresidualvaluesovertheirusefullivesspecifiedinScheduleIItothe CompaniesAct,2013,orinthecase ofassetswherethe usefullife wasdetermined bytechnical evaluation,over theuseful lifeso determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial yearendandtheeffectofanychangeintheestimatesofusefullife/residualvalueisaccountedonprospectivebasis.Inrespectof additionsto/deletionsfromthePPE,depreciationisprovidedonpro-ratabasiswithreferencetothemonthofaddition/deletionof the Assets. Gains or losses arising from de-recognition of a Property, Plant and Equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised. 3.5 Investment Property Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property is measured at cost. After initial recognition, the company measures investment property by using cost model. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any. Thecompanydepreciatestheinvestmentpropertiesonwrittendownvaluewhichisinlinewiththeindicativeusefullifeofrelevant type of building mentioned in Part C of Schedule II to the Act. Though investment property is measured using cost model, the fair value of investment property is disclosed in the notes. 3.6 Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash- generating units (or groups of cash generating units (CGUs)) that is expected to benefit from the synergies of the combination. A CGU towhich goodwill hasbeen allocated istested for impairment annually,or more frequently when there is indicationthatthe unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 3.7 Intangible assets Recognition and initial measurement Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Subsequent measurement (amortisation) All intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected future cash flows from the asset The cost thereof is amortised over a period of 5 years. The amortisation period and the amortisation method for intangible assets 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. Revenue expenditure on research is recognised as expense in the year in which it is incurred and are included with the respective nature of account heads in the standalone statement of profit and loss. Capital expenditure on research is shown as addition to property, plant and equipment and depreciation is computed in a manner prescribed for property, plant and equipment. 380SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) De-recognition Gainsorlossesarisingfromderecognitionofanintangibleassetaremeasuredasthedifferencebetweenthenetdisposalproceeds and the carrying amount of the asset and are recognised in the standalone statement of profit and loss when the asset is derecognised 3.8 Leases TheGroupassesseswhetheracontractisorcontainsalease,atinceptionofthecontract.Thatis,ifthecontractconveystherightto control the use of an identified asset for a period of time in exchange for consideration. Group as lessor Leases for which the group is a lessor are classified as finance or operating leases. Leases in which the Group does not transfer substantiallyalltherisksandrewardsincidentaltoownershipofanassetareclassifiedasoperatingleases.Rentalincomearisingis accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating leaseareaddedtothecarryingamountoftheleasedassetandrecognisedovertheleasetermonthesamebasisasrentalincome. Leasesare classified asfinance leases when substantiallyall of the risksandrewards of ownership transfer from the Group tothe lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of the lease. Subsequent to initial recognition, the group regularly reviews the estimated unguaranteedresidualvalueandappliestheimpairmentrequirementsofIndAS109,recognizinganallowanceforexpectedcredit losses on the lease receivables. Finance lease income is calculated with reference to the gross carrying amount of the lease receivables,exceptforcreditimpairedfinancialassetsforwhichinterestincomeiscalculatedwithreferencetotheiramortisedcost (i.e. after a deduction of the loss allowance). Group as lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases (defined as leases withaleasetermof12monthsorless)andleasesoflow-valueassets.TheGrouprecognisesleaseliabilitiestomakeleasepayments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets TheGrouprecognisesright-of-useassetsatthecommencementdateofthelease(i.e.,thedatetheunderlyingassetisavailablefor use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of use assets includes the amount of lease liabilities recognised, initial direct costsincurred,andleasepaymentsmadeatorbeforethecommencementdatelessanyleaseincentivesreceived.UnlesstheGroup is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciatedonastraight-linebasisovertheshorterofitsestimatedusefullifeandtheleaseterm.TheleasetermofGroup’sROU assetswhichcomprisesLandandBuildingsandVehiclesvariesfrom2to10years.Ifownershipoftheleasedassettransferstothe Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimatedusefullifeoftheasset.Right-of-useassetsaresubjecttoimpairmenttest.TheCompanyaccountsforsaleandleaseback transaction, recognising right-of-use assets and lease liability, measured in the same way as other right of use assets and lease liability. Gain or loss on the sale transaction is recognised in statement of profit and loss. Lease liabilities Atthecommencementdateofthelease,theGrouprecognisesleaseliabilitiesmeasuredatthepresentvalueofleasepaymentsto be made over the lease term andare notpaid atthe commencement date,discounted byusing the rateimplicitinthe lease.The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease paymentsthatdependonanindexorarate,andamountsexpectedtobepaidunderresidualvalueguarantees.Thevariablelease paymentsthatdonotdepend onan index or arate are recognised asexpense inthe periodonwhich the eventor conditionthat triggersthepaymentoccurs.Incalculatingthepresentvalueofleasepayments,theGroupusestheincrementalborrowingrateat theleasecommencementdateiftheinterestrateimplicitintheleaseisnotreadilydeterminable.Afterthecommencementdate, theamountofleaseliabilitiesisincreasedtoreflecttheaccretionofinterest(usingtheeffectiveinterestmethod)andreducedfor the lease payments made. Inaddition,the carrying amountof lease liabilities isremeasured ifthere isamodification,achangein theleaseterm,achangeintheleasepayments(e.g.,changestofuturepaymentsresultingfromachangeinanindexorrateusedto determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. 381SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Short-term leases and leases of low-value assets TheGroupappliestheshort-termleaserecognitionexemptiontoitsshort-termleases(i.e.,thoseleasesthathavealeasetermof12 months or less from the commencement date and donot contain a purchase option). Italso applies the lease of low-value assets recognition exemption to leases that are considered of low value. Lease payments on short-term leases and leases of low-value assetsarerecognisedasexpenseonastraight-linebasisovertheleasetermunlessanothersystematicbasisismorerepresentative ofthetimepatterninwhicheconomicbenefitsfromtheleasedassetsareconsumed.Mostofthecontractsthatcontainsextension terms are on mutual agreement between both the parties and hence the potential future rentals cannot be assessed. Certain contracts where the extension terms are unilateralare withunrelated partiesandhencethere isnocertaintyabouttheextension being exercised. The group uses weighted average incremental borrowing rate for lease liabilities measurement. 3.9 Financial Instruments i) Recognition and initial measurement The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.Allfinancialassetsandliabilitiesarerecognizedatfairvalueoninitialrecognition,exceptfortradereceivableswhichare initially measured attransaction price. Transaction coststhatare directly attributable to the acquisitionor issueoffinancialassets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. ii) Classification and subsequent measurement Financial assets at amortised cost Financialassetsaresubsequentlymeasuredatamortisedcostifthesefinancialassetsareheldwithinabusinesswhoseobjectiveis toholdtheseassetsinordertocollectcontractualcashflowsandthecontractualtermsofthefinancialassetsgiveriseonspecified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at fair value through other comprehensive income (FVOCI) Financialassetsaremeasuredatfairvaluethroughothercomprehensiveincomeifthesefinancialassetsareheldwithinabusiness whose objective is achieved by both collecting contractual cash flows onspecified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. Financial assets at fair value through profit or loss (FVTPL) Financialassetsaremeasuredatfairvaluethroughprofitorlossunlesstheyaremeasuredatamortisedcostoratfairvaluethrough other comprehensive income. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profitor lossare immediately recognised instatement ofprofit andloss. This includes all derivative financial assets (see Note 56). Financial liabilities Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the standalone statement of profit and loss. iii) Derecognition Financial Assets TheGroupderecognisesafinancialassetwhenthecontractualrightstothecashflowsfromthefinancialassetexpire,orittransfers thecontractualrightstoreceivethecashflowsfromtheassetorhasassumedanobligationtopaythereceivedcashflowstooneor more recipient. Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownershipofthefinancialasset.Insuchcases,thefinancialassetisderecognised.Wheretheentityhasnottransferredsubstantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferredafinancialassetnorretainedsubstantiallyallrisksandrewardsofownershipofthefinancialasset,thefinancialassetis derecognisedifthe Grouphasnotretainedcontrolofthefinancialasset.WheretheGroupretainscontrolofthefinancialasset,the asset is continued to be recognised to the extent of continuing involvement in the financial asset. Financial Liabilities Afinancialliabilityisderecognisedwhentheobligationspecifiedinthecontractisdischarged,cancelledorexpired.Thedifference between the carrying value ofthe financial liability andthe consideration paid isrecognised instandalone statementofprofitand loss. 382SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3.10 Impairment of assets The carrying amounts of the Group’s assets are reviewed at each Balance Sheet date to determine whether there is any impairment. Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverableamountishigherofanasset’snetsellingpriceanditsvalueinuse.Valueinuseisthepresentvalueofestimatedfuture cashflowsexpectedtoarisefromthecontinuinguseofanassetandfromitsdisposalattheendofitsusefullife.Impairmentlossis recognizedinthestatementofprofitandlossoragainstrevaluationsurplus,whereapplicable.Ifatthebalancesheetdatethereis an indication that previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to maximum of depreciated historical cost. i) Non-derivative financial assets InaccordancewithIndAS109,theGroupuses‘ExpectedCreditLoss’(ECL)model,forevaluatingimpairmentofallfinancialassets subsequent to initial recognition other than financial assets measured at fair valued through profit and loss (FVTPL). For Trade ReceivablestheGroupapplies‘simplifiedapproach’whichrequiresexpectedlifetimelossestoberecognisedfrominitialrecognition of the receivables. The Group uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward-looking estimates are analysed. For otherfinancialassets,theGroupuses12monthECLtoprovidefor impairmentlosswherethere isnosignificantincrease incredit risk since its initial recognition. If there is significant increase in credit risk since its initial recognition full lifetime ECL is used. The impairment losses and reversals are recognised in Statement of Profit and Loss. ii) Impairment of non-financial Asset Ateach reporting date,the Group reviews the carrying amounts ofitsnon-financial assets (other thaninventories,contractassets anddeferredtaxassets)todeterminewhetherthereisanyindicationofimpairment.Ifanysuchindicationexists, therecoverable amount of an asset or Cash Generating Unit (CGU) is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to whichtheassetbelong.ACGUisthesmallestidentifiablegroupofassetsthatgeneratescashinflowsthatarelargelyindependentof the cash inflows from other assets or groups of assets. TherecoverableamountofanindividualassetorCGUisthegreaterofitsvalueinuseanditsfairvaluelesscostsofdisposal.Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss to the extent, asset’s carrying amount exceeds its recoverable amount. 3.11 Inventories Inventories are valued after providing for obsolescence, as under: a)Rawmaterials,components,storesandsparesatlowerofcostornetrealisablevalue.However,theseitemsareconsideredtobe realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost. b)Work-in-progressandFinishedgoodsarevaluedatlowerofcostornetrealisablevalue.Costincludescostofrawmaterials,cost of conversion and other costs incurred in bringing the inventories to their present location and condition. c) Work-in-progress in respect of project is valued at lower of specifically identifiable cost or net realisable value. Cost is determined on weighted average basis which includes expenditure incurred for acquiring inventories like purchase price, import duties, taxes (net of tax credit) and other costs incurred in bringing the inventories to their present location and condition. Netrealisablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,lesstheestimatedcostsofcompletionandthe estimated costs necessary to make the sale. Assessment of net realisable value is made in each subsequent period and when the circumstancesthatpreviouslycausedinventoriestobewritten-downbelowcostnolongerexistorwhenthereisclearevidenceof an increase in net realisable value because of changed economic circumstances, the write-down, if any, in the past period is reversed tothe extentoftheoriginal amountwritten-down sothattheresultantcarryingamountisthe lowerofthecostandthe revised net realisable value. 383SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3.12 Provisions, contingent liabilities and contingent assets Aprovision isrecognized if,as aresult ofa pastevent, the Group hasa presentlegal or constructive obligation that isreasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time valueofmoneyandtherisksspecifictotheliability.UnwindingofthediscountisrecognisedintheStatementofProfitandLossasa finance cost. Contingentliabilityisapossibleobligationarisingfrompasteventsandwhoseexistencewillbeconfirmedonlybytheoccurrenceor non-occurrenceofoneormoreuncertainfutureeventsnotwhollywithinthecontroloftheentityorapresentobligationthatarises frompasteventsbutisnotrecognizedbecauseitisnotprobablethatanoutflowofresourcesembodyingeconomicbenefitswillbe required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. A contingent asset is not recognised unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent asset are disclosed in the financial statements. Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date. 3.13 Employee benefits Employee benefits include provident fund and gratuity fund. (i) Defined Contribution Plan: TheGroup'scontributionstowardsprovidentfundisdefinedcontributionscheme.TheGroup'scontributionpaid/payableunderthe schemes is recognised in the Statement of Profit and Loss on accrual basis during the period in which the employee renders the related service. ii) Short-Term Employee Benefits: Allemployeebenefitspayablewhollywithintwelvemonthsofrenderingtheserviceareclassifiedasshort-termemployeebenefits. Benefits such as salaries, wages, and short term compensated absences, etc. and the expected cost of ex-gratia, if any are recognized in the statement of profit and loss in the period in which the employee renders the related service. iii) Defined benefit plan: TheGroup’sgratuitybenefitschemewithLifeInsuranceCorporationofIndiaisadefinedbenefitplan.TheGroup’snetobligationin respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in returnfortheirserviceinthecurrentandpriorperiods;thatbenefitisdiscountedtodetermineitspresentvalue,andthefairvalue of any plan assets is deducted. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation at each balance sheetdatebyanindependentactuaryusingtheProjectedUnitCreditMethod,whichrecognizeseachperiodofserviceasgivingrise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans are based on the market yields on Government securities as at the balance sheet date. When the calculation results in abenefit tothe Group,the recognized asset islimited tothe nettotal ofany unrecognized actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the statement of other comprehensive income. 3.14 Taxation The tax expenses comprise of current tax and deferred income tax charge or credit. Tax is recognised in Statement of Profit and Loss,excepttotheextentthatitrelatestoitemsrecognisedintheOtherComprehensiveIncomeorinEquity.Inwhichcase,thetax is also recognised in Other Comprehensive Income or Equity, respectively. Current Tax Current tax is determined as the amount of tax payable in respect of taxable income for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Currenttaxassetsandcurrenttaxliabilitiesareoffsetwhenthereisalegallyenforceablerighttosetofftherecognizedamountsand there is an intention to settle the asset and the liability on a net basis. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date. 384SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Deferred Tax Deferredtaxisrecognisedontemporarydifferences betweenthe carryingamountsofassetsandliabilities inthe group’sfinancial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. Deferredtaxliabilitiesaregenerallyrecognisedforalltaxabletemporarydifferencesatthereportingdatebetweenthetaxbaseof assetsandliabilitiesandtheircarryingamountsforfinancialreportingpurposes.Deferredtaxassetsaregenerallyrecognisedforall taxable temporary differences to the extent that is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Thecarryingamountofdeferredtaxassetsisreviewedattheendofeachreportingperiodandreducedtotheextentthatitisno longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets relating to unabsorbed depreciation/business losses are recognised and carried forward to the extent of available taxable temporary differences or where there is convincing other evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. The measurement ofdeferred tax liabilities andassetsreflects the tax consequences thatwould follow from the manner inwhich the group expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities. Transactionoreventwhichisrecognisedoutsideprofitorloss,eitherinothercomprehensiveincomeorinequity,isrecordedalong with the tax as applicable. Deferredtaxassetsanddeferredtaxliabilitiesareoffsetwhenthereisalegallyenforceablerighttosetofftherecognisedamounts and there is an intention to settle the asset and the liability on a net basis. 3.15 Foreign currency transactions TransactionsincurrenciesotherthantheGroup’sfunctionalcurrencyarerecordedoninitialrecognitionusingtheexchangerateat thetransactiondateoratratesthatcloselyapproximatetherateatthedateofthetransaction.AteachBalanceSheetdate,foreign currencymonetaryitemsarereportedusingtheclosingrate.Non-monetaryitemsthataremeasuredintermsofhistoricalcostina foreign currency are translated using the exchange rate as at the date of initial transactions. Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date are recognised in the Statement of Profit & Loss in the period in which they arise. 3.16 Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash, cheque in hand, cash at banks and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. 3.17 Business combinations Business combinations are accountedfor usingthe acquisitionmethod. Theconsideration transferredinabusiness combinationis measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilitiesincurredbytheGrouptotheformerownersoftheacquireeandtheequityinterestsissuedbytheGroupinexchangefor control of the acquiree. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefitsisnotprobable.Acquisition-relatedcostsaregenerallyrecognisedinConsolidatedStatementofProfitandLossasincurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: 1.Deferredtaxassetsorliabilitiesandliabilitiesorassetsrelatedtoemployeebenefitarrangementsarerecognisedandmeasuredin accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively; 2. Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share based payment arrangementsoftheGroupenteredintotoreplaceshare-basedpaymentarrangementsoftheacquireearemeasuredinaccordance with Ind AS 102 Share-based Payments at the acquisition date; and When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designationinaccordancewiththecontractualterms,economiccircumstancesandpertinentconditionsasattheacquisitiondate. Goodwill ismeasured asthe excessof thesum ofthe considerationtransferred,theamountofanynoncontrollinginterestsinthe acquiree,andthefairvalueoftheacquirer'spreviouslyheldequityinterestintheacquiree(ifany)overthenetoftheacquisition- date amounts of the identifiable assets acquired and the liabilities assumed. Incaseofbargainpurchase,beforerecognisinggaininrespectthereof,theGroupdetermineswhetherthereexistsclearevidenceof theunderlyingreasonsforclassifyingthebusinesscombinationasabargainpurchase.Thereafter,theGroupreassesseswhetherit hascorrectlyidentifiedalloftheassetsacquiredandalloftheliabilitiesassumedandrecognisesanyadditionalassetsorliabilities thatareidentifiedinthatreassessment.TheGroupthenreviewstheproceduresusedtomeasuretheamountsthatIndASrequires forthepurposesofcalculatingthebargainpurchase.Ifthegainremainsafterthisreassessmentandreview,theGrouprecognisesit 385 in other comprehensive income and accumulates the same in equity as capital reserve. This gain is attributed to the acquirer. If there does not exist clear evidence of the underlying reasons for classifying the business combination as a bargain purchase, the Group recognises the gain, after reassessing and reviewing, directly in equity as capital reserve. Non-controllingintereststhatarepresentownershipinterestsandentitletheirholderstoaproportionateshareoftheentity'snet assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate shareoftherecognisedamountsoftheacquiree'sidentifiablenetassets.Thechoiceofmeasurementbasisismadeonatransaction- by-transactionbasis.Othertypesofnoncontrollinginterestsaremeasuredatfairvalueor,whenapplicable,onthebasisspecifiedin another Ind AS. When a businesscombination isachieved in stages, the Group's previously held equityinterest inthe acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in the Consolidated Statement of Profit and Loss. Iftheinitialaccountingforabusinesscombinationisincompletebytheendofthefinancialyear,theprovisionalamountsforwhich the accounting is incomplete shall be disclosed in the financial statements and provisional amounts recognised at the acquisition date shall be retrospectively adjusted during the measurement period. During the measurement period, the group shall also recognise additional assets or liabilities if the new information is obtained about facts and circumstances that existed as of the acquisition date and if known, would have resulted in the recognition of those assets and liabilities as of that date. However, the measurementperiodshallnotexceedtheperiodofoneyearfromtheacquisitiondate.Businesscombinationsinvolvingentitiesor businesses under common control shall be accounted for using the pooling of interest method.Business combinations are accountedfor usingthe acquisitionmethod. Theconsideration transferredinabusiness combinationis measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilitiesincurredbytheGrouptotheformerownersoftheacquireeandtheequityinterestsissuedbytheGroupinexchangefor control of the acquiree. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefitsisnotprobable.Acquisition-relatedcostsaregenerallyrecognisedinConsolidatedStatementofProfitandLossasincurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: 1.Deferredtaxassetsorliabilitiesandliabilitiesorassetsrelatedtoemployeebenefitarrangementsarerecognisedandmeasuredin accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively; 2. Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share based payment SFC aErrnanvgeirmoenntsmofethnetGarol uTpeencthernedoinlotogtoieresp lLaciemshiatree-dbasedpaymentarrangementsoftheacquireearemeasuredinaccordance with Ind AS 102 Share-based Payments at the acquisition date; and (Formerly known as SFC Environmental Technologies Private Limited) When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and Annexure V designationinaccordancewiththecontractualterms,economiccircumstancesandpertinentconditionsasattheacquisitiondate. Notes to Restated Consolidated Financial Information Goodwill ismeasured asthe excessof thesum ofthe considerationtransferred,theamountofanynoncontrollinginterestsinthe CIN: U37003MH2005PLC152235 acquiree,andthefairvalueoftheacquirer'spreviouslyheldequityinterestintheacquiree(ifany)overthenetoftheacquisition- (Currency: Indian Rupees in Millions, unless otherwise stated) date amounts of the identifiable assets acquired and the liabilities assumed. Incaseofbargainpurchase,beforerecognisinggaininrespectthereof,theGroupdetermineswhetherthereexistsclearevidenceof theunderlyingreasonsforclassifyingthebusinesscombinationasabargainpurchase.Thereafter,theGroupreassesseswhetherit hascorrectlyidentifiedalloftheassetsacquiredandalloftheliabilitiesassumedandrecognisesanyadditionalassetsorliabilities thatareidentifiedinthatreassessment.TheGroupthenreviewstheproceduresusedtomeasuretheamountsthatIndASrequires forthepurposesofcalculatingthebargainpurchase.Ifthegainremainsafterthisreassessmentandreview,theGrouprecognisesit in other comprehensive income and accumulates the same in equity as capital reserve. This gain is attributed to the acquirer. If there does not exist clear evidence of the underlying reasons for classifying the business combination as a bargain purchase, the Group recognises the gain, after reassessing and reviewing, directly in equity as capital reserve. Non-controllingintereststhatarepresentownershipinterestsandentitletheirholderstoaproportionateshareoftheentity'snet assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate shareoftherecognisedamountsoftheacquiree'sidentifiablenetassets.Thechoiceofmeasurementbasisismadeonatransaction- by-transactionbasis.Othertypesofnoncontrollinginterestsaremeasuredatfairvalueor,whenapplicable,onthebasisspecifiedin another Ind AS. When a businesscombination isachieved in stages, the Group's previously held equityinterest inthe acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in the Consolidated Statement of Profit and Loss. Iftheinitialaccountingforabusinesscombinationisincompletebytheendofthefinancialyear,theprovisionalamountsforwhich the accounting is incomplete shall be disclosed in the financial statements and provisional amounts recognised at the acquisition date shall be retrospectively adjusted during the measurement period. During the measurement period, the group shall also recognise additional assets or liabilities if the new information is obtained about facts and circumstances that existed as of the acquisition date and if known, would have resulted in the recognition of those assets and liabilities as of that date. However, the measurementperiodshallnotexceedtheperiodofoneyearfromtheacquisitiondate.Businesscombinationsinvolvingentitiesor businesses under common control shall be accounted for using the pooling of interest method. 3.18 Investment in associates and joint venture entities An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but do not have control or joint control over those policies A joint venture entity is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is a contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining whether significant influence or joint control, are similar to those necessary to determine control over the subsidiaries The Group’s investments in its associate and joint venture entities are accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture entities is initially recognised at cost. The carrying amount of the investmentisadjustedtorecognisechangesintheGroup’sshareofnetassetsofthejointventure/associatessincetheacquisition date. Transaction costs that the Group incurs in connection with Investment in Joint Ventures/associates are added to the cost of Investments. The consolidated statement of profit and loss reflects the Group’s share of the results of operations of the joint venture and associateentities.AnychangeinOCIofthoseinvesteesispresentedaspartoftheGroup’sOCI.Inaddition,whentherehasbeena change recognised directly in the equity of the joint venture entities, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture entities are eliminated to the extent of the interest in the joint venture entities 386SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure V Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) If an entity’s share of losses of a joint venture or associate equals or exceeds its interest in the associate or joint venture (which includes any long term interest that, in substance, form part of the Group’s net investment in the associate or joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. If the joint venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of a joint venture entities is shown on the face of the consolidated statement of profit and loss. The financial statements of the joint venture entities are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture entities. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture entities are impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture entities and its carrying value, and then recognises the loss as ‘Share of profit of a joint venture entities’ in the consolidated statement of profit and loss. Upon loss of significant influence over associate entity/ joint control over the joint venture entities, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associates entity / joint venture entities upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in the statement of profit and loss. 3.19 Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Board of directors of the Company has been identified as the Chief Operating Decision Maker which reviews and assesses the financial performance and makes the strategic decisions. 3.20 Earnings per share "Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year and equity shares to be issued on conversion of mandatorily convertible instruments. The weighted average number of equity shares outstanding during the period and For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares." 3.21 Dividend distribution to equity holders TheCompanyrecognisesaliabilitytomakecashornon-cashdistributionstoequityholderswhenthedistributionisauthorisedand thedistributionisnolongeratthediscretionoftheCompany.AsperthecorporatelawsinIndia,adistributionisauthorisedwhenit is approved by the shareholders. A corresponding amount is recognised directly in equity. 3.22 Cash flow statement Cash flows are reported using the indirect method, whereby the 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 regular revenue generating, investing and financing activities of the Group are segregated. Cashandcashequivalentsinthecashflowstatementcomprisecash,chequeinhand,cashatbanksandbankdepositswithoriginal maturity of three months or less. 3.23 Events after reporting date Whereeventsoccurringafterthebalancesheetdateprovideevidenceofconditionsthatexistedattheendofthereportingperiod, the impactof such events isadjusted withfinancial statements. Otherwise,eventsafter thebalance sheetdate ofmaterial sizeor nature are only disclosed. 4 Recent pronouncement Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS – 117 InsuranceContractsandamendmentstoIndAS116–Leases,relatingtosaleandleasebacktransactions,applicabletotheCompany w.e.f.April1,2024.TheCompanyhasreviewedthenewpronouncementsandbasedonitsevaluationhasdeterminedthatitdoes not have any significant impact in its financial statements. 387SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Statement of adjustments to restated consolidated financial information Part A: Statement of adjustments to restated consolidated financial information 1. Reconciliation between audited Total Equity and restated Total Equity Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total equity (as per audited Financial statements) 6,627.59 5,611.45 4,064.14 Adjustments (i) Audit qualifications - - - (ii) Adjustments due to change in accounting policy / prior period items / other adjustments - - - (iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - - Total adjustments (i + ii + iii) - - - Total Equity as per Restated Statement of Consolidated Assets and Liabilities 6,627.59 5,611.45 4,064.14 2. Reconciliation between audited profit and restated profit Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit/(Loss) after Tax (as per audited Financial statements) 1,520.08 1,441.73 948.09 Adjustments (i) Audit qualifications - - - (ii) Adjustments due to change in accounting policy / prior period items / other adjustments - - - (iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - - Total adjustments (i + ii + iii) - - - Restated Profit/(Loss) after Tax for the year 1,520.08 1,441.73 948.09 388SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Statement of adjustments to restated consolidated financial information Part A: Statement of adjustments to restated consolidated financial information 3 These Restated Consolidated Financial Information have been compiled from Audited Consolidated Financial Statements of the Group, its associate and its joint ventures as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 after giving effect to below mentioned restatement of prior period errors, regroupings and reclassification as at and for the years ended March 31, 2024 and March 31, 2023. Materialregrouping:Appropriateregroupingshavebeenmadeintherestatedconsolidatedsummarystatementsofassetsandliabilities,restatedconsolidatedstatementofprofitandlossandrestatedconsolidatedstatementsofcashflows, whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpoliciesandclassificationaspertheauditedconsolidatedfinancial statementsfortheyearended31March2025preparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirementsof the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended. The below mentioned restatement of prior period errors, regroupings and reclassification have no Impact on Total Equity and Profit as per Audited Consolidated Financials. The details of restatement of prior period errors, regroupings and reclassification are as follows: a)Statement showing impact of restatement, regrouping and reclassification on Consolidated Balance Sheet March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 ASSETS Non-current assets Property, plant and equipment 611.09 - 611.09 381.18 - 381.18 Right-of-use assets 128.46 - 128.46 2 4.13 - 2 4.13 Capital work-in-progress 6 7.33 - 6 7.33 - - - Investment property 144.80 - 144.80 184.91 - 184.91 Goodwill 2 8.08 - 2 8.08 2 8.08 - 2 8.08 Other Intangible Assets 127.20 - 127.20 1 .38 - 1 .38 Financial assets - - - (i) Investments 4 8.69 - 4 8.69 547.90 - 547.90 (ii) Loans 8 0.00 - 8 0.00 6 1.61 - 6 1.61 (iii) Trade Receivables Reclassification from Current Reclassification from Current 199.20 334.57 533.78 Trade Receivable 184.13 373.46 557.59 Trade Receivable (iv) Other financial assets 159.60 - 159.60 263.99 - 263.99 Deferred tax assets (net) Regrouping from Deferred Tax 8 7.46 - 8 7.46 3 4.82 3 5.51 7 0.33 Liabilities (net) Income tax assets (net) Reclassification from Balance 2 9.58 1 .39 3 0.97 with Government authorities 2 0.07 - 2 0.07 Other non - current assets 6 3.29 - 6 3.29 4 .38 1 7.69 2 2.07 Reclassification from Loans Total Non-Current Assets 1,776.18 334.57 2,110.75 1,736.58 426.65 2,163.24 - Current assets - Inventories 1,084.08 - 1,084.08 738.08 - 738.08 389SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 Financial assets - (i) Loans Reclassification to Capital Advances (Other non - current 201.98 - 201.98 2 0.14 -17.69 2 .46 assets) (ii) Trade receivables Reclassification to Non-Current Reclassification to Non-Current 3,745.93 -334.57 3,411.36 Trade Receivable 2,198.25 -373.46 1,824.79 Trade Receivable (iii) Cash and cash equivalents 7 7.32 - 7 7.32 226.48 - 226.48 (iv) Bank balances other than (iii) above 1,808.74 - 1,808.74 1,020.75 - 1,020.75 (v) Other Financial Asset 141.46 - 141.46 8 .61 - 8 .61 Other Current Assets 223.81 -8.69 213.73 Regrouping of Balance with 415.70 -312.38 103.32 Regrouping of Balance with Government authorities on Government authorities on account set-off with Statutory account set-off with Statutory dues payable (GST) dues payable (GST) -1.39 Reclassification to Income Tax Assets (net) Total Current Assets 7,281.93 -343.26 6,938.66 4,628.01 -703.53 3,924.49 Total Assets 9,058.11 -8.69 9,049.41 6,364.60 -276.87 6,087.73 - EQUITY AND LIABILITIES - Equity - Equity share capital 6 2.27 - 6 2.27 6 2.27 - 6 2.27 Other equity 5,280.68 - 5,280.68 3,891.89 - 3,891.89 Total equity attributable to owners of the Parent 5,342.96 - 5,342.96 3,954.16 - 3,954.16 - Non Controlling Interests 268.50 - 268.50 109.98 - 109.98 - Total equity 5,611.45 - 5,611.45 4,064.14 - 4,064.14 - Liabilities - Non-current liabilities - Financial liabilities - (i) Borrowings 461.05 - 461.05 3 .90 - 3 .90 (ii) Lease liabilities 104.82 - 104.82 1 3.71 - 1 3.71 Provisions 6 2.46 - 6 2.46 7 0.86 - 7 0.86 Deferred tax liabilities (net) Regrouping to Deferred Tax 8 3.15 - 8 3.15 4 1.52 3 5.51 7 7.02 assets (net) Total non-current liabilities 711.49 - 711.49 129.98 35.51 165.49 390SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 Current liabilities - Financial liabilities - (i) Borrowings Reclassification from Other 845.62 8 4.89 930.52 current liabilities 460.18 - 460.18 (ii) Lease liabilities 2 8.02 - 2 8.02 1 1.68 - 1 1.68 (iii) Trade payables - Total outstanding dues of micro and small enterprises 217.40 - 217.40 164.02 - 164.02 Total outstanding dues of creditors other than micro and small enterprises 889.74 - 889.74 913.70 - 913.70 (iv) Other financial liabilities Reclassification from Other 228.16 2 .01 230.16 current liabilities 8 4.31 - 8 4.31 Other current liabilities 424.22 -84.89 328.63 Reclassification to Borrowings 533.55 -312.38 221.17 Regrouping of Balance with -8.69 Regrouping of Balance with Government authorities with Government authorities with Statutory dues payable (GST) on Statutory dues payable (GST) on account of setoff account of setoff -2.01 Reclassification to Other current financial liabilities Provisions 1 .00 - 1 .00 0 .81 - 0 .81 Current tax liabilities (net) 101.00 - 101.00 2 .24 - 2 .24 Total current liabilities 2,735.17 -8.69 2,726.48 2,170.48 -312.38 1,858.10 Total liabilities 3,446.66 -8.69 3,437.96 2,300.46 -276.87 2,023.58 Total equity and liabilities 9,058.11 -8.69 9,049.41 6,364.60 -276.87 6,087.73 b) Statement showing impact of restatement, regrouping and reclassification on Consolidated Statement of Profit and Loss March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 Income Revenue from operations Elimination of intragroup Elimination of intragroup 6 ,583.92 -8.97 6,574.95 Transaction 5,196.86 -2.39 5,194.47 Transaction Other income 199.55 -8.84 190.71 Regrouping from Other Expense 115.66 -1.88 113.78 Regrouping of Other Income (in nature of reimbursement) on account of set off with Cost of Material Consumed Impairment gain on financial assets 1 .79 - 1 .79 - - - 391SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 Total income 6 ,776.41 -8.97 6,767.44 5,312.52 -4.28 5,308.25 - Expenses - Purchases of Stock-in-trade 2 ,062.82 -7.30 2,055.52 Elimination of intragroup 2,632.34 -0.79 2,516.36 Elimination of intragroup Transaction Transaction -115.19 Regroupings to Cost of Material Consumed Cost of Material Consumed 1 ,221.90 -1.67 1,220.24 626.51 115.19 682.85 Regroupings from Purchases of Stock-in-trade -56.97 Regroupings from Changes in Inventories -1.88 Regrouping on account of set off of Other Income (in nature of reimbursement) Project Cost 261.66 - 261.66 1 5.45 - 1 5.45 Changes in inventories - 162.69 - -162.69 -255.67 5 6.97 -198.70 Regroupings to Cost of Material Consumed Employee benefits expense 6 00.00 - 600.00 494.73 - 494.73 Finance costs -8.84 Regrouping to Other Income 3 6.44 -0.40 3 6.04 Regrouping to Other Expense Reclassification to Other 1 00.48 -3.38 8 8.26 Expenses Depreciation and amortization expense 1 24.58 - 124.58 5 9.08 - 5 9.08 Impairment loss on financial assets 2 .78 - 2 .78 4 .24 - 4 .24 Other expenses 663.31 3 .38 666.69 Regrouping from Finance 440.03 -1.60 438.83 Elimination of intragroup Expense Transaction 0 .40 Regrouping of Finance Cost Total expenses 4 ,866.01 -8.97 4,857.04 4,053.15 -4.28 4,048.87 - Restated Profit before share of profit of joint ventures and associate (I + II) 1,910.40 - 1,910.40 1,259.38 - 1,259.38 - Share of profit/(loss) of joint ventures and associate (Net) 2 4.06 - 2 4.06 1 3.13 - 1 3.13 - Restated Profit before tax (III + IV) 1 ,934.47 - 1,934.47 1,272.51 - 1,272.51 - Tax expense - Current tax 5 05.46 - 505.46 332.24 - 332.24 Deferred tax - 11.01 - -11.01 -7.82 - -7.82 MAT Credit -1.72 - -1.72 - - - Total tax expense 4 92.74 - 492.74 324.42 - 324.42 392SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) March 31, 2024 March 31, 2023 As per Audited As per Audited Consolidated Consolidated Particulars Financials for Regrouping / Financials for Regrouping / As per RFS Remarks As per RFS Remarks the financial Reclassification the financial Reclassification year Ended year Ended March 31, 2024 March 31, 2023 Restated Profit after Tax (V - VI) 1 ,441.73 - 1,441.73 948.09 - 948.09 - Restated Profit for the year attributable to: - - Owners of the Parent 1 ,416.07 - 1,416.07 938.81 - 938.81 - Non-controlling interests 2 5.66 - 2 5.66 9 .28 - 9 .28 - Other comprehensive income/(loss) (OCI) - Items that will not be susbequently reclassified to profit or loss - Remeasurement gain/(loss) of the defined benefit plans -5.11 - -5.11 -7.30 - -7.30 Income taxes related to items that will not be reclassified to 1.33 - 1 .33 1 .87 - 1 .87 Items that may be reclassified to profit or loss - Exchangedifferencesontranslatingthefinancialstatementsof foreign operations 9 .66 - 9 .66 2 .11 - 2 .11 Restated Total other comprehensive income/(loss) 5 .88 - 5 .88 -3.32 - -3.32 - Other comprehensive income/(loss) for the year attributable to: - - Owners of the Parent 7 .11 - 7 .11 -3.62 - -3.62 - Non-controlling interests -1.23 - -1.23 0 .29 - 0 .29 Total comprehensive income for the year 1 ,447.61 - 1,447.61 944.76 - 944.76 - Total comprehensive income for the year attributable to: - - Owners of the Parent 1 ,423.18 - 1,423.18 935.19 - 935.19 - Non-controlling interests 2 4.43 - 2 4.43 9 .57 - 9 .57 c) Other impacts (in disclosure notes) a) An inadvertent error in the disclosure of fixed deposits under lien for the financial years ended March 31, 2024 and March 31, 2023 (as disclosed in Note 21 of the RFS) has been rectified. Accordingly, the amounts of fixed deposits under lien should be read as Rs. 1665.29 million and Rs. 1206.41 million for the financial years ended March 31, 2024 and March 31, 2023, respectively, instead of the previously reported amounts of Rs. 1603.02 million and Rs. 147.47 million in the respective Audited Consolidated Financial Statements. b) The classification of Trade Receivable into Current and non-current and the respective aging has been restated in line with practice followed for March 31, 2025 and credit terms of the certain contracts/transactions for the financial years ended March 31, 2024 and March 31, 2023 (as disclosed in Note 13 & 19 of the RFS). The details are as under (including effect of regroupings): 393SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Financial Year Ended on March 31, 2024 Financial Year Ended on March 31, 2023 As per Restated Financial As per Audited Consolidated Financials for the As per Restated Financial As per Audited Consolidated Financials for the Trade Receivables (Net of Allowance for expected credit loss) Information financial year ended March 31, 2024 Information financial year Ended March 31, 2023 Non-Current Current Non-Current Current Non-Current Current Non-Current Current Unbilled 196.39 - 196.39 - 178.45 - 178.45 - Not due 3 37.38 1 ,563.90 1 .89 1 ,520.40 379.15 569.83 5 .69 - Outstanding for following periods from due date of payment Less than 6 months - 1 ,472.40 0 .92 1 ,429.62 - 1 ,017.74 - 1 ,640.87 6 months - 1 year - 2 6.63 - 5 3.84 - 8 8.66 - 1 64.73 1- 2 years - 254.68 - 4 27.54 - 9 7.42 - 3 41.51 2- 3 years - 6 4.33 - 2 85.11 - 2 0.79 - 2 0.79 More than 3 years - 2 9.41 - 2 9.41 - 3 0.35 - 3 0.35 Total 5 33.78 3 ,411.36 1 99.20 3,745.93 5 57.59 1 ,824.79 1 84.13 2,198.25 Total (Non-Current + Current) 3 ,945.13 3 ,945.13 2 ,382.38 2 ,382.38 c) The resultant impact, if any, of above restatement / reclassifications / regroupings was made to Restated Consolidated Statement of Cashflow for the financial years ended March 31, 2024 and March 31, 2023. d)Theapplicablerestatements/reclassifications/regrouping/adjustmentsmadeintheRestatedConsolidatedFinancialStatementshereinhavealsobeenreflectedintheSpecialPurposeStandaloneFinancialStatementspreparedbythe ManagementoftheCompanyforthefinancialyearsendedMarch31,2024andMarch31,2023totheextenttheyhaveaneffectontheauditedstandalonefinancialstatementsoftheCompanyinaccordancewiththerequirementofSecurities andExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamendedfromtimetotime,issuedbytheSecuritiesandExchangeBoardofIndia('SEBI')forthepurposeofmakingnecessarydisclosureinthe DraftRedHerringProspectus("DRHP")/RedHerringProspectus("RHP")/Prospectus(“Prospectus”)tobefiledbytheCompany.Therewerenorestatements/reclassifications/regrouping/adjustmentsrequiredforthefinancialyearended March 31, 2025. Part B: Non-Adjusting events Qualifications in Auditors' Report, which do not require any corrective adjustments in the Restated consolidated Financial Information In addition to the audit opinion on the consolidated financial statements, the auditors are required to comment upon the other legal & regulatory matters under section 143 of Companies Act, 2013 on the financial statements as at and for the financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 respectively. Certain statements/comments included in the above para in the consolidated financial statements, which do not require any adjustments in the Restated Consolidated Financial Information are reproduced below in respect of the consolidated financial statements presented. Financial year 2024-2025 Reporting under para vi. states that “.... the Holding Company, its subsidiary companies and associate company incorporated in India for year ended March 31, 2025 have used accounting software (Tally Prime Edit Log) for maintaining its books of account, which has a feature of recording audit trail (edit log) facility. However, the said feature of recording audit trail (edit log) facility was enabled on following dates: i. In case of holding company and four of its subsidiaries, the said feature is enabled and the same has operated throughout the year, ii.I n case of one of its subsidiaries, the said feature is enabled w.e.f. from December 27, 2024. Further, for the period for which audit trail (edit log) facility was enabled, it has been operated throughout the period for all relevant transac(cid:415)ons recorded in the software, iii.I n case of one of its subsidiaries, the said feature is enabled w.e.f. from September 13, 2024. Further, for the period for which audit trail (edit log) facility was enabled, it has been operated throughout the period for all relevant transac(cid:415)ons recorded in the software, iv.I n case of one of its subsidiaries, the said feature is not enabled throughout the year. Further, the said feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes to accounting software. We have been informed that in Tally Prime Edit Log, once edit log functionality is enabled even admin user has no right to disable the same. Based on our procedures performed for the accounting software, we did not come across any instance of the audit trail feature being tampered with. Financial year 2023-2024 Reporting under para vi. states that “… the Holding Company, its subsidiary companies and associate company incorporated in India has used accounting software (Tally Prime Edit Log) for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility. However, the said feature of recording audit trail (edit log) facility was enabled w.e.f. following dates: i. In case of holding company and 2 of its subsidiaries, the said feature is enabled w.e.f from 17th April 2023, ii. In case of 1 of its subsidiary, the said feature is enabled w.e.f from 18th April 2023, iii. In case of 1 of its subsidiary, the said feature is enabled w.e.f from 13th June 2023, iv. In case of 2 of its subsidiary, the said feature is not enabled throughout the year. 394SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VI Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) We have been informed that in Tally Prime Edit Log, once edit log functionality is enabled even admin user has no right to disable the same. Based on our procedures performed for the accounting software, we did not come across any instance of the audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 01st April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March 2024. In addition to the audit opinion on the standalone financial statements, the auditors are required to comment upon the matters included in the Companies (Auditor's Report) Order, 2020, the Companies (Auditor's Report) Order, 2016 (together "the CARO") issued by the Central Government of India under sub-section (11) of Section 143 of Companies Act, 2013 on the financial statements as at and for the financial years ended 31 March 2025, 31 March 2024 and 31 March 2023 respectively. Certain statements/comments included in the CARO in the standalone financial statements, which do not require any adjustments in the Restated Consolidated Financial Information are reproduced below in respect of the consolidated financial statements presented. Financial year 2024-2025 Clause (vii)(a) of CARO 2020 order According to the information and explanations given to us and basis of our examination of the records of the Company, in our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they became payable. Clause (vii)(b) of CARO 2020 order According to the information and explanation given to us, there are no dues outstanding of VAT, GST, income tax, custom duty, wealth tax, service tax and excise duty, which have not been deposited on account of any dispute. Financial year 2023-2024 Clause (vii)(a) of CARO 2020 order According to the information and explanations given to us and basis of our examination of the records of the Company, in our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2024 for a period of more than six months from the date they became payable. Clause (vii)(b) of CARO 2020 order According to the information and explanation given to us, there are no dues outstanding of VAT, GST, income tax, custom duty, wealth tax, service tax and excise duty, which have not been deposited on account of any dispute. Financial year 2022-2023 Clause (vii)(a) of CARO 2016 order According to the informa(cid:415)on and explana(cid:415)ons given to us and basis of our examina(cid:415)on of the records of the Company, in our opinion, the Company has generally been regular in deposi(cid:415)ng undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2023 for a period of more than six months from the date they became payable. Clause (vii)(b) of CARO 2016 order According to the information and explanation given to us, there are no dues outstanding of VAT, GST, income tax, custom duty, wealth tax, service tax and excise duty, which have not been deposited on account of any dispute. There are no audit qualification in auditor's report or in the report of internal financial control for the financial year ended 31 March 2025, 31 March 2024 and 31 March 2023, which require corrective actions. 395SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 5 Property, plant and equipment Electrical Furniture and Description of Assets Land Buildings Plant & Machinery Office Equipment Computers Solar Power Plant Vehicles Total Installations Fixture Gross Block Balance as at April 01, 2024 75.97 3 34.91 1 21.73 23.67 36.12 1.27 0.97 28.21 1 25.27 7 48.13 Additions - 47.96 23.23 50.76 14.10 0.33 - 77.41 52.22 2 66.01 Disposals 45.08 38.16 44.16 0.48 0.60 0.06 - 0.40 3.95 1 32.88 Exchange Difference on Translation of foreign operations - - 0.04 0.17 - - - - - 0.21 Balance as at March 31, 2025 3 0.89 344.70 100.84 7 4.13 4 9.62 1.53 0.97 105.23 173.55 881.47 Depreciation / Impairment Balance as at April 01, 2024 - 35.38 16.97 13.79 21.04 0.67 0.35 4.81 44.04 1 37.05 Charge for the period - 15.30 16.03 5.19 10.82 0.14 0.09 7.23 30.10 84.89 Disposals - 5.81 7.13 0.48 0.29 0.06 - 0.17 2.24 16.17 Exchange Difference on Translation of foreign operations - - 0.09 0.10 - - - - - 0.19 Balance as at March 31, 2025 - 4 4.87 2 5.97 1 8.60 3 1.56 0.76 0.44 1 1.86 7 1.90 205.96 Net Block Balance as at March 31, 2025 3 0.89 299.84 7 4.88 5 5.52 1 8.06 0.78 0.53 9 3.36 101.65 675.51 396SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Electrical Furniture and Description of Assets Land Buildings Plant & Machinery Office Equipment Computers Solar Power Plant Vehicles Total Installations Fixture Gross Block Balance as at April 01, 2023 61.14 2 06.07 43.16 15.50 17.74 1.26 0.97 7.86 98.63 4 52.32 Addition on account of acquisition of subsidiary (Refer Note 64) - - 34.60 2.03 1.99 - - 1.55 1.67 41.83 Additions 14.83 1 43.79 48.75 6.32 17.17 0.01 - 19.09 24.99 2 74.96 Disposals - 14.96 4.83 0.18 0.77 - - 0.29 0.00 21.03 Exchange Difference on Translation of foreign operations - - 0.07 - - - - - - 0.07 Balance as at March 31, 2024 7 5.97 334.91 121.73 2 3.67 3 6.12 1.27 0.97 2 8.21 125.27 748.13 Depreciation / Impairment Balance as at April 01, 2023 - 21.62 7.16 8.38 10.91 0.48 0.25 2.36 19.97 71.13 Addition on account of acquisition of subsidiary (Refer Note 64) - - 0.29 0.56 1.80 - - 0.29 0.40 3.33 Charge for the period - 15.62 10.68 4.91 8.93 0.19 0.10 2.27 23.66 66.36 Disposals - 1.86 1.16 0.11 0.59 - - 0.11 - 3.83 Exchange Difference on Translation of foreign operations - - 0.01 0.05 - - - - - 0.05 Balance as at March 31, 2024 - 3 5.38 1 6.97 1 3.79 2 1.04 0.67 0.35 4.81 4 4.04 137.05 Net Block Balance as at March 31, 2024 7 5.97 299.53 104.76 9.88 1 5.09 0.60 0.62 2 3.37 8 1.24 611.09 Electrical Furniture and Description of Assets Land Buildings Plant & Machinery Office Equipment Computers Solar Power Plant Vehicles Total Installations Fixture Gross Block Balance as at April 01, 2022 61.14 2 04.88 9.59 12.57 12.64 1.26 0.97 5.38 31.62 3 40.06 Additions - 1.19 33.39 2.62 5.09 - - 2.47 67.01 1 11.77 Disposals - - - - - - - - - - Exchange Difference on Translation of foreign operations - - 0.18 0.30 - - - - - 0.49 Balance as at March 31, 2023 6 1.14 206.07 4 3.16 1 5.50 1 7.74 1.26 0.97 7.86 9 8.63 452.32 Depreciation / Impairment Balance as at April 01, 2022 - 11.06 1.62 4.46 4.95 0.23 0.14 1.24 7.76 31.46 Charge for the period - 10.57 5.41 3.78 5.95 0.25 0.12 1.11 12.22 39.40 Disposals - - - - - - - - - - Exchange Difference on Translation of foreign operations - - 0.13 0.14 - - - - - 0.27 Balance as at March 31, 2023 - 2 1.62 7.16 8.38 1 0.91 0.48 0.25 2.36 1 9.97 7 1.13 Net Block Balance as at March 31, 2023 6 1.14 184.45 3 6.00 7.12 6.83 0.78 0.72 5.50 7 8.65 381.18 Note:The Group has adopted IndAS 101 and has elected to continue with the carrying value for all of its Property, Plant & Equipment as recognised in its previous GAAP financial statements as deemed cost on the transition date i.e. April 01 2021. Additional Disclosure with respect to Property, Plant & Equipment Certain property, plant and equipment are pledged against borrowings, the details relating to which have been described in Note 58. 397SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 6 Right-of-use assets Right-of-Use Assets related to leased properties that do not meet the definition of the investment property are presented as property, plant and equipment. Particularss Vehicle Buildings Total Gross Block Balance as at April 01, 2024 - 1 62.54 1 62.54 Additions 14.90 462.31 477.20 Deletion - 32.54 32.54 Balance as at March 31, 2025 14.90 5 92.30 6 07.20 Accumulated Depreciation Balance as at April 01, 2024 - 34.08 34.08 Charge for the period 1.24 29.27 30.51 Deletion - 14.86 14.86 Balance as at March 31, 2025 1.24 48.49 49.73 Net Block Balance as at March 31, 2025 13.66 5 43.82 5 57.47 Particularss Vehicle Buildings Total Gross Block Balance as at April 01, 2023 - 34.41 34.41 Addition on account of acquisition of subsidiary (Refer Note 64) - 8.10 8.10 Additions - 120.03 120.03 Deletion - - - Balance as at March 31, 2024 - 1 62.54 1 62.54 Accumulated Depreciation Balance as at April 01, 2023 - 10.28 10.28 Addition on account of acquisition of subsidiary (Refer Note 64) - 1.26 1.26 Charge for the period - 22.54 22.54 Deletion - - - Balance as at March 31, 2024 - 34.08 34.08 Net Block Balance as at March 31, 2024 - 1 28.46 1 28.46 Particularss Vehicle Buildings Total Gross Block Balance as at April 01, 2022 - 13.47 13.47 Additions - 20.94 20.94 Deletion - - - Balance as at March 31, 2023 - 34.41 34.41 Accumulated Depreciation - Balance as at April 01, 2022 - 2.22 2.22 Charge for the period - 8.05 8.05 Deletion - - - Balance as at March 31, 2023 - 10.28 10.28 Net Block Balance as at March 31, 2023 - 24.13 24.13 The Group has recognised Rs. 24.39 (in Millions) (March 31, 2024 : Rs. 21.69 (in Millions); March 31, 2023 : Rs. 2.98 (in Millions)) as rent expenses during the year which pertains to short term lease/ low value asset which was not recognised as part of asset. 398SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 7 Capital work-in-progress As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 67.33 - - Add: Additions during the year * 254.19 67.33 - Less: Capitalisation/Adjustments during the year ( 271.48) - - Closing balance 50.04 67.33 - * The above figure of March 31, 2024 includes full-year amounts of the subsidiary acquired on October 05, 2023. For additional details refer Note No. 64 Investment in Subsidiary Ageing schedule of capital work-in-progress as at March 31, 2025 Ageing as on March 31, 2025 Particularss Less than 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total Projects in progress 50.04 - - - 50.04 Projects temporarily suspended - - - - - Total 50.04 - - - 50.04 There is no cost or time overrun in Capital Work-in-Progress compared to its original plan. Ageing schedule of capital work-in-progress as at March 31, 2024 Ageing as on March 31, 2024 Particularss Less than 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total Projects in progress 67.33 - - - 67.33 Projects temporarily suspended - - - - - Total 67.33 - - - 67.33 There is no cost or time overrun in Capital Work-in-Progress compared to its original plan. Ageing schedule of capital work-in-progress as at March 31, 2023 Ageing as on March 31, 2023 Particularss Less than 1 Year 1 - 2 Years 2 - 3 Years More than 3 Years Total Projects in progress - - - - - Projects temporarily suspended - - - - - Total - - - - - There is no cost or time overrun in Capital Work-in-Progress compared to its original plan. 399SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 8 Investment Property Particulars Buildings Total Gross Block Balance as at April 01, 2024 1 74.46 1 74.46 Additions 0.78 0.78 Deletion 87.01 87.01 Balance as at March 31, 2025 88.22 88.22 Accumulated Depreciation Balance as at April 01, 2024 29.66 29.66 Charge for the period 6.10 6.10 Deletion 18.57 18.57 Balance as at March 31, 2025 17.19 17.19 Net Block Balance as at March 31, 2025 71.04 71.04 Particulars Buildings Total Gross Block Balance as at April 01, 2023 2 12.83 2 12.83 Additions - - Deletion 38.37 38.37 Balance as at March 31, 2024 1 74.46 1 74.46 Accumulated Depreciation Balance as at April 01, 2023 27.92 27.92 Charge for the period 8.74 8.74 Deletion 7.00 7.00 Balance as at March 31, 2024 29.66 29.66 Net Block Balance as at March 31, 2024 1 44.80 1 44.80 Particulars Buildings Total Gross Block Balance as at April 01, 2022 266.62 266.62 Additions - - Deletion 53.80 53.80 Balance as at March 31, 2023 2 12.83 2 12.83 Accumulated Depreciation Balance as at April 01, 2022 24.09 24.09 Charge for the period 11.10 11.10 Deletion 7.28 7.28 Balance as at March 31, 2023 27.92 27.92 Net Block Balance as at March 31, 2023 1 84.91 1 84.91 400SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year Ended Year Ended Year Ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Rental Income - - - Direct Operating Expenses from Property that generated rental income - - - Direct Operating Expenses from Property that did not generated rental income 1.02 1.23 1.70 Contractual Obligation There are no restriction on realisability of investment property or remittance of income or proceeds of disposal. Also, there are nocontractual obligations to purchase, construct or develop investment property or for repairs, maintenance or enhancements at the year end. Details with respect to fair valuation of Investment property Aggregate amount of investment property at fair value * As at March 31, 2025 9 6.26 As at March 31, 2024 208.98 As at March 31, 2023 260.48 * Fair valuation has been determined on the basis of valuation carried by independent valuer and government rates, market research, market trend and comparable values as considered appropriate. The fair value for investment property has been categorised as level 2 based on the techniques used and inputs applied. 9 Goodwill As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 I. Gross Block Balance at beginning of the period 2 8.08 2 8.08 2 8.08 Additions - - - Impairment - - - Balance at the end of the period 28.08 28.08 28.08 The Goodwill is tested for impairment and accordingly no impairment charges were identified for the year ended March 31, 2025; March 31, 2024 and March 31, 2023. The Goodwill arises from the following Group’s Cash Generating Units (CGU): As at As at As at March 31, Particulars March 31, 2025 March 31, 2024 2023 SFC Umwelttechnik GmbH 5.97 5.97 5.97 Chavare Engineering Private Limited 1 8.97 1 8.97 1 8.97 Vasudha Waste Treatment Private Limited 3.14 3.14 3.14 Total 28.08 28.08 28.08 For details on impairment testing and key assumptions for valuation, Refer Note 2.3(h). 401SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 10 Other Intangible Assets Description of Assets Plant Assets Software Total Gross Block Balance as at April 01, 2024 292.30 4.23 296.53 Additions - 2.28 2 .28 Disposals - - - Exchange Difference on Translation of foreign operations - 0.06 0 .06 Balance as at March 31, 2025 292.30 6.57 298.87 Depreciation / Impairment Balance as at April 01, 2024 167.03 2.30 169.33 Charge for the period 55.68 1.24 56.92 Disposals - - - Exchange Difference on Translation of foreign operations^ - 0.03 0 .03 Balance as at March 31, 2025 222.70 3.57 226.27 Net Block Balance as at March 31, 2025 69.60 3.00 72.60 ^ represents amount less than 0.01 Million Description of Assets Plant Assets Software Total Gross Block Balance as at April 01, 2023 - 2.35 2.35 Addition on account of acquisition of subsidiary (Refer Note 64) 292.30 0.88 293.18 Additions - 0.99 0 .99 Disposals - - - Exchange Difference on Translation of foreign operations - 0.01 0 .01 Balance as at March 31, 2024 292.30 4.23 296.53 Depreciation / Impairment Balance as at April 01, 2023 - 0.97 0.97 Addition on account of acquisition of subsidiary (Refer Note 64) 111.35 0.88 112.23 Charge for the period 55.68 0.44 56.12 Disposals - - - Exchange Difference on Translation of foreign operations - 0.01 0.01 Balance as at March 31, 2024 167.03 2.30 169.33 Net Block Balance as at March 31, 2024 125.27 1.93 127.20 402SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Description of Assets Plant Assets Software Total Gross Block Balance as at April 01, 2022 - 1.08 1.08 Additions - 1.21 1 .21 Disposals - - - Exchange Difference on Translation of foreign operations - 0.06 0.06 Balance as at March 31, 2023 - 2.35 2.35 Depreciation / Impairment Balance as at April 01, 2022 - 0.43 0.43 Charge for the period - 0.52 0.52 Disposals - - - Exchange Difference on Translation of foreign operations - 0.02 0.02 Balance as at March 31, 2023 - 0.97 0.97 Net Block Balance as at March 31, 2023 - 1.38 1.38 ^ represents amount less than 0.01 Million # The above intangible assets have been recorded on account of acquistion of subsidiary on October 05, 2023 & the above figures includes full-period amounts of the subsidiary acquired during the period from April 01, 2023. Note:The Group has adopted IndAS 101 and has elected to continue with the carrying value for all of its Intangible Assets as recognised in its previous GAAP financial statements as deemed cost on the transition date i.e. April 01 2021. 403SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 11 Non current Assets - Financial Assets - Investments As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Unquoted investment Investment measured at Cost Investment in Equity Instruments Associate companies 61.77 22.66 331.55 Investment in Abhinav Sahakari Bank Shares 0.61 0.61 0.61 Investment in equity instruments of joint venture # Investment in Endress + Hauser & Chavare Engineering (JV) Private Limited 0.29 0.30 0.39 Investment in Gharpure Engg & Const PL - Chavare Engg PL JV * - - 0.01 Investment stated at Fair Value through profit and loss Investment in Mutual Funds - - 190.23 (Listed Equity oriented Funds) Securities for Provision (Severance Payments) 25.12 25.12 25.12 Total 8 7.79 4 8.69 5 47.90 Details of Non-current Assets - Financial Assets - As at As at As at Investments March 31, 2025 March 31, 2024 March 31, 2023 Investments in fully paid equity instruments Associate companies (i) Hindustan Waste Treatment Private Limited##- - - 297.75 March 31, 2025 : 3,90,40,000 (March 31, 2024 : 3,12,32,000; March 31, 2023 : 1,91,29,600) equity shares of Rs. 10 each fully paid-up (ii) Turbomax India Private Limited- March 31, 2025 61.77 22.66 33.80 : 77,66,990 (March 31, 2024 : 37,24,000; March 31, 2023 : 37,24,000) equity shares of Rs. 10 each fully paid-up 61.77 22.66 331.55 ## On October 05, 2023, the Group acquired control over HWTPL, erstwhile associate company (49% equity stake) through acquisition of balance 31% of the equity shares and accordingly consolidated as subsidiary w.e.f. October 05, 2023. 404SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Details of quoted / unquoted investments: As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Aggregate book value of Unquoted investments 8 7.79 4 8.69 3 57.67 Aggregate market value of quoted investments - - 1 90.23 Aggregate amount of Investment measured at Cost 62.66 2 3.57 3 32.55 Aggregate amount of Investment stated at Fair Value 25.12 25.12 215.35 through profit and loss Aggregate amount of impairment in value of - - - Investments # These are joint ventures of our subsidiary (Chavare Engineering Private Limited). * The joint venture ceases to exist w.e.f. August 08, 2023. 12 Non - Current Assets - Financial Assets - Loans As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (considered good, unless otherwise stated) Unsecured Loans: - To Others* 101.07 80.00 61.61 1 01.07 8 0.00 6 1.61 * These loans are repayable at demand 405SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 13 Non - Current Assets - Financial Assets - Trade Receivables As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Secured, considered good - - - Unsecured, considered good 523.25 533.78 557.59 5 23.25 5 33.78 5 57.59 Less: Allowance for expected credit loss - - - Net trade receivables 5 23.25 5 33.78 5 57.59 Refer note 52 for information about receivables from related party. Ageing schedule of trade receivables as at March 31, 2025 Outstanding for following periods from due date of payment Particulars Unbilled Not due Less than 6 6 months - 1 year 1- 2 years 2- 3 years More than 3 years Total months (i) Undisputed Trade receivables – considered good 2 05.10 3 18.16 - - - - - 523.25 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (iii) Undisputed Trade Receivables – 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 - - - - - - - - Less: Allowance for expected credit loss - - - - - - - - Total 2 05.10 3 18.16 - - - - - 5 23.25 406SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Ageing schedule of trade receivables as at March 31, 2024 Outstanding for following periods from due date of payment Particulars Unbilled Not due Less than 6 6 months - 1 year 1- 2 years 2- 3 years More than 3 years Total months (i) Undisputed Trade receivables – considered good 1 96.39 3 37.38 - - - - - 533.78 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (iii) Undisputed Trade Receivables – 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 - - - - - - - - Less: Allowance for expected credit loss - - - - - - - - Total 1 96.39 3 37.38 - - - - - 5 33.78 Ageing schedule of trade receivables as at March 31, 2023 Outstanding for following periods from due date of payment Particulars Unbilled Not due Less than 6 6 months - 1 year 1- 2 years 2- 3 years More than 3 years Total months (i) Undisputed Trade receivables – considered good 1 78.45 3 79.15 - - - - - 557.59 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (iii) Undisputed Trade Receivables – 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 - - - - - - - - Less: Allowance for expected credit loss - - - - - - - - Total 1 78.45 3 79.15 - - - - - 5 57.59 Refer note 57 about information on credit risk and market risk of trade receivables. Additional Disclosure: - The credit period for non-current trade receivables is based on the terms of the contract (generally more than 365 days). - Trade receivables does not include any amount receivable from director/s of the Company - Refer Note 58 for details of hypothecation of the trade receivables for Secured Borrowings 407SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 14 Non - Current Assets - Financial assets - Others As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Financial assets at amortised cost Bank Deposits with more than twelve months maturity* 141.68 1 29.01 254.29 Security deposits 64.22 30.59 9.70 205.90 159.60 263.99 *Refer Note 21 for information about lien on fixed deposits. 15 Non - Current Asset - Income tax assets (net) As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Advance income tax (net of provisions) 67.14 30.97 20.07 67.14 30.97 20.07 16 Non - current assets - Others As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured, considered good, unless otherwise stated) Capital advances 150.36 53.95 17.69 Indirect Tax refund receivable 2.45 2.45 2.45 Prepaid expenses 4.28 6.09 1.94 Others - 0.81 - 157.08 63.29 22.07 17 Current Assets - Inventories* As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (Valued at lower of cost and net realizable value) Raw materials 277.10 2 95.17 133.39 Work in Progress 153.34 82.40 108.50 Project Work in Progress 170.78 3 28.96 227.78 Stock-in-trade 346.52 3 63.01 266.96 Finished Goods 28.08 14.53 1.47 975.83 1,084.08 738.08 * Refer Note 58 for details of hypothecation of the inventory for Secured Borrowings 18 Current Assets - Financial Assets - Loans As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (Unsecured, considered good, unless otherwise stated) Loan to Employees 2.61 1.92 2.46 Loan to Others* 177.72 2 00.06 - 180.32 201.98 2.46 * These loans are repayable at demand 408SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 19 Current Assets - Financial Assets - Trade receivables As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Secured, considered good - - - Unsecured, considered good 4,341.89 3,394.80 1,806.25 Receivables which have significant increase in credit risk 37.71 37.71 37.71 Receivables which are credit impaired 72.48 73.01 73.01 4,452.08 3,505.52 1,916.97 Less: Allowance for expected credit loss (101.62) (94.17) (92.19) Net trade receivables 4,350.46 3,411.36 1,824.79 Refer note 52 for information about receivables from related party. Ageing schedule of trade receivables as at March 31, 2025 Outstanding for following periods from due date of payment Particulars Unbilled Not due Total Less than 6 months 6 months - 1 year 1- 2 years 2- 3 years More than 3 years (i) Undisputed Trade receivables – considered good - 1 ,134.26 2 ,794.66 1 42.97 1 49.91 5 9.95 6 0.15 4,341.89 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - 3 7.71 37.71 (iii) Undisputed Trade Receivables – credit impaired - - - - - - 7 2.48 72.48 (iv) Disputed Trade Receivables– considered good - - - - - - - - (v) Disputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (vi) Disputed Trade Receivables – credit impaired - - - - - - - - Less: Allowance for expected credit loss - - ( 0.00) ( 2.57) ( 2.17) ( 1.58) ( 95.30) (101.62) Total - 1 ,134.26 2 ,794.66 1 40.40 1 47.74 5 8.37 7 5.03 4,350.46 409SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Ageing schedule of trade receivables as at March 31, 2024 Outstanding for following periods from due date of payment Particulars Unbilled Not due Total Less than 6 months 6 months - 1 year 1- 2 years 2- 3 years More than 3 years (i) Undisputed Trade receivables – considered good - 1 ,563.90 1 ,470.61 2 6.74 2 57.86 6 6.45 9 .23 3,394.80 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - 3 7.71 37.71 (iii) Undisputed Trade Receivables – credit impaired - - - - - - 7 3.01 73.01 (iv) Disputed Trade Receivables– considered good - - - - - - - - (v) Disputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (vi) Disputed Trade Receivables – credit impaired - - - - - - - - Less: Allowance for expected credit loss - - 1 .79 ( 0.11) ( 3.18) ( 2.12) ( 90.54) ( 94.17) Total - 1 ,563.90 1 ,472.40 2 6.63 2 54.68 6 4.33 2 9.41 3,411.36 Ageing schedule of trade receivables as at March 31, 2023 Outstanding for following periods from due date of payment Particulars Unbilled Not due Total Less than 6 months 6 months - 1 year 1- 2 years 2- 3 years More than 3 years (i) Undisputed Trade receivables – considered good - 5 69.83 1 ,019.60 8 8.73 9 7.87 2 1.14 9 .07 1,806.25 (ii) Undisputed Trade Receivables – which have significant increase in credit risk - - - - - - 3 7.71 37.71 (iii) Undisputed Trade Receivables – credit impaired - - - - - - 7 3.01 73.01 (iv) Disputed Trade Receivables– considered good - - - - - - - - (v) Disputed Trade Receivables – which have significant increase in credit risk - - - - - - - - (vi) Disputed Trade Receivables – credit impaired - - - - - - - - Less: Allowance for expected credit loss - - ( 1.86) ( 0.07) ( 0.45) ( 0.36) ( 89.44) ( 92.19) Total - 5 69.83 1 ,017.74 8 8.66 9 7.42 2 0.79 3 0.35 1,824.79 Refer note 57 about information on credit risk and market risk of trade receivables. Additional Disclosure: - Generally, Payment Term is 0 to 120 days - Trade receivables does not include any amount receivable from director/s of the Company - Refer Note 58 for details of hypothecation of the trade receivables for Secured Borrowings 410SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 20 Current Assets - Financial Assets - Cash & cash equivalents As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Cash on Hand: - Cash on hand 0.39 0.43 0.46 - Foreign Currency on Hand 0.46 1.14 0.85 Cheque in hand 150.00 - - Balances with banks: -In current account 120.37 55.91 221.51 -Deposit with original maturity of less than three months* 104.22 19.84 3.66 3 75.44 77.32 226.48 *Refer Note 21 for information about lien on fixed deposits and Note 58 for information about secured borrowings 21 Current Assets - Financial Assets - Other bank balances As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Deposits with banks* 9 84.95 1,808.61 1,020.70 Ear marked bank balances - Gratuity 0.10 0.10 - Ear Marked Bank Balances - Dividend 0.02 0.02 0.05 9 85.07 1,808.74 1,020.75 As at As at As at *Amount of term deposits (shown in Note 14, 20 & 21) which is under lien March 31, 2025 March 31, 2024 March 31, 2023 - for various credit facilities from various Banks 1 ,092.11 1 ,647.24 1,202.18 - with customer pursuant to the contract requirement 21.51 18.05 4 .23 1,113.63 1,665.29 1,206.41 Term deposits reflected under - More than 12 months maturity (Refer note 14) 141.68 129.01 254.29 - Original maturity less than 3 months (Refer note 20) 104.22 19.84 3 .66 - Deposits with banks (Refer note 21) 984.95 1 ,808.61 1,020.70 Total Term Deposit 1,230.85 1,957.46 1,278.65 22 Current Assets - Financial Assets - Others As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (considered good, unless otherwise stated) Earnest Money Deposits 45.64 37.38 8.61 Security Deposit 1 25.79 90.22 - Interest on Loans given - 13.31 - Others 10.50 0.54 - 181.93 141.46 8.61 23 Other current assets As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 (considered good, unless otherwise stated) Balance with Government authorities 67.54 58.74 48.39 Advances to employee 1.27 0.88 1.27 Advance to suppliers 83.52 94.18 41.80 Prepaid expenses 96.25 33.61 11.49 Export Incentives Receivable - 0.03 0.36 Other Advances - 10.03 0.01 Other Assets - Corporate Guarantee 12.20 16.26 - 2 60.78 2 13.73 103.32 411SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 24 Share capital As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Authorized 12,50,00,000equitysharesofRs.2each(1,74,00,000,March31,2024:1,74,00,000andMarch 250.00 174.00 174.00 31, 2023: 1,74,00,000 of Rs. 10 each)* 250.00 174.00 174.00 Issued, subscribed and paid up 9,34,11,270equitysharesofRs.2eachfullypaidup(March31,2024:62,27,418andMarch31, 186.82 62.27 62.27 2023: 62,27,418 of Rs. 10 each fully paid up) 186.82 62.27 62.27 *Theauthorizedsharecapitalwasincreasedfrom1,74,00,000equitysharesofRs.10eachamountingtoRs.174millionto12,50,00,000equitysharesofRs.2eachamountingtoRs.250millionwhichwasdulyapprovedbytheboard in meeting dated August 14, 2024 and by the shareholders of the Company by means of an ordinary resolution dated September 05, 2024. (a) Reconciliation of equity shares outstanding at the beginning and at the end of the period: As at March 31, 2025 As at March 31, 2024 Particulars Number of shares Amount Number of shares Amount Outstanding at the beginning of the period 62,27,418 62.27 62,27,418 62.27 Add: Increase in shares on account of split* 2,49,09,672 - - - Add: Issuance of bonus shares* 6,22,74,180 124.55 - - Add: Issuance and allotment of shares - - - - Less: Cancellation of shares - - - - Outstanding at the end of the period 9,34,11,270 186.82 62,27,418 62.27 As at March 31, 2023 Particulars Number of shares Amount Outstanding at the beginning of the period 62,27,418 62.27 Add: Increase in shares on account of split - - Add: Issuance of bonus shares - - Add: Issuance and allotment of shares - - Less: Cancellation of shares - - Outstanding at the end of the period 62,27,418 62.27 *Pursuant to a resolution of our Board passed in their meeting held on August 14, 2024 and a resolution of our Shareholders passed in their annual general meeting held on September 5, 2024, - Each fully paid - up equity share of our Company of face value ₹10 was subdivided into 5 Equity Shares of ₹2 each and - 62,274,180 Equity Shares of ₹2 each were allotted through a bonus issuance (“Bonus Shares”) in the ratio of two Equity Shares for every one Equity Share held by the Shareholders as on the record date (i.e., September 4, 2024). The said bonus shares rank pari passu in all respects with the existing equity shares of the Company, including dividend. As a result of the bonus issue, the paid-up capital of the Company increased to Rs. 186.82 million from Rs. 62.27 million. The paid-up capital on account of bonus issue of Rs. 124.55 millions, out of which Rs. 50.34 millions has been appropriated from retained earnings, Rs. 70.24 million has been appropriated from general reserves and Rs. 3.97 million has been appropriated from securities premium. 412SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (b) Particulars of shares held by shareholders holding more than 5% of the aggregate shares in the Company As at March 31, 2025 As at March 31, 2024 Name of the shareholder Number of shares % of holding in the class Number of shares % of holding in the class Sandeep Sudhakar Asolkar*** 3,15,85,470 33.81% 21,05,698 33.81% Saketchandrasingh Pratapsingh Dhandoriya 84,34,125 9.03% 5 ,62,275 9.03% Jaya Chandrakant Gogri*** 57,49,350 6.15% 3 ,75,790 6.03% Sarvesh Kumar Garg 55,27,215 5.92% 3 ,68,481 5.92% Aparna Kapoor - 0.00% 3 ,53,638 5.68% Rajesh Kesavan Nambisan 45,92,715 4.92% 3 ,06,181 4.92% Sandeep Sambhaji Parab 45,92,715 4.92% 3 ,06,181 4.92% Kumaraguru Madurakavi 45,92,715 4.92% 3 ,06,181 4.92% Asolkar Tradecraft Private Limited 49,78,320 5.33% - 0.00% 7,00,52,625 74.99% 46,84,425 75.22% As at March 31, 2023 Name of the shareholder Number of shares % of holding in the class Sandeep Sudhakar Asolkar*** 21,05,698 33.81% Saketchandrasingh Pratapsingh Dhandoriya 5,62,275 9.03% Jaya Chandrakant Gogri*** 2,21,120 3.55% Sarvesh Kumar Garg 3 ,74,801 6.02% Aparna Kapoor 5,74,778 9.23% Rajesh Kesavan Nambisan 3,74,801 6.02% Sandeep Sambhaji Parab 3,74,801 6.02% Kumaraguru Madurakavi 3 ,74,801 6.02% Asolkar Tradecraft Private Limited - 0.00% 49,63,075 79.70% *** including joint holding (as first named shareholder) (c) Shares held by promoters in the Company As at March 31, 2025 % Change during the Name of the Promoter Number of shares % of holding in the class year Sandeep Sudhakar Asolkar * 3,15,85,470 33.81% 0.00% Saketchandrasingh Pratapsingh Dhandoriya 84,34,125 9.03% 0.00% Promoter Group Asolkar Tradecraft Private Limited 49,78,320 5.33% 100.00% 4,49,97,915 48.17% 100.00% As at March 31, 2024 As at March 31, 2023 % Change during the % Change during the Name of the Promoter Number of shares % of holding in the class year Number of shares % of holding in the class year Sandeep Sudhakar Asolkar * 21,05,698 33.81% - 21,05,698 33.81% - Saketchandrasingh Pratapsingh Dhandoriya 5,62,275 9.03% - 5,62,275 9.03% - Promoter Group Asolkar Tradecraft Private Limited - - - - - - 26,67,973 42.84% - 26,67,973 42.84% - * it includes 1,80,85,470 Equity Share as at March 31, 2025 and 12,05,698 Equity Shares as at March 31, 2024 an4d 1M3arch 31, 2023 held by Mr. Sandeep Sudhakar Asolkar jointly with Mrs. Priya Sandeep Asolkar.SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (d) Terms/rights attached to Equity Shares TheCompanyhasonlyoneclassofequityshareshavingFaceValueofRs2/-pershare.Eachholderofequityshareisentitledtoonevotepershare.ThecompanydeclaresandpaysdividendinIndianRupees.Thedividendproposed bytheBoardofDirectorsaresubjecttotheapprovaloftheShareholdersintheensuingAnnualGeneralMeeting,exceptincaseofinterimdividend.IntheeventofliquidationoftheCompany,theholdersofequityshareswillbe entitledtoreceiveremainingassetsofthecompany,afterdistributionofallpreferentialamounts.HowevernosuchpreferentialamountexistsasatMarch31,2025;March31,2024andMarch31,2023.Thedistributionwillbein proportion to the number of Equity Shares held by the Shareholders. (e) Aggregate number and class of shares allotted as fully paid up by way of bonus shares : 6,22,74,180 Equity Shares of ₹2 each (for further details refer note (a) above). (f) Aggregate number and class of shares bought back : Nil (g) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash : Nil Pursuant to the Clause 14 of the Composite Scheme of Amalgamation and arrangement filed by our Company under section 230-232 and other applicable provisions of the Companies Act, 2013, of Enviropro Water Tech Private (h) Limited and Intergeo Solid Waste Management Private Limited with the Company approved by the National Company Law Tribunal vide its order dated December 21, 2022, following shall be deemed to have occurred on the Appointed Date (i.e. as on 1 April 2021): - issuance and allotment of New Shares to the shareholders of the First Transferor Company (i.e. Enviropro Water Tech Private Limited) as on the Record Date. - reduction of share capital of the Company to the extent of face value of the shares held by the First Transferror Company. (i) The Company does not have any securities outstanding as at March 31, 2025; March 31, 2024 and March 31, 2023 which are convertible into equity/preference shares. 414SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 25 Other Equity As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 25A Other Equity Securities Premium - 3.97 3 .97 Retained earnings 6,205.52 5,110.06 3,787.64 General Reserves 0.02 70.25 7 0.30 Capital Reserves 21.40 21.40 2 1.37 Standard Reserve u/s 45IC of the RBI Act 0.03 0.03 0.03 Gain on Bargain Purchase 58.41 58.41 - Exchange differences on translation of foreign 26.28 24.98 15.07 operations Other comprehensive income (Acturial Gain/ (Loss)) (11.66) (8.42) ( 6.50) Total Other Equity 6 ,300.00 5 ,280.68 3 ,891.89 Movement in Other Equity (A) Securities premium (SP) As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 3.97 3.97 3.97 Add/(Less): Changes during the year - - - Less: utilised for issue of bonus shares (3.97) - - Closing balance - 3.97 3.97 * Nature and purpose of reserves Securitiespremiumincludesthedifferencebetweenthefacevalueoftheequitysharesandtheconsiderationreceivedinrespectofsharesissued. Securitiespremiumisusedtorecordthepremiumreceivedonissueofshares.ItisutilizedinaccordancewiththeprovisionsoftheCompaniesAct, 2013. (B) General reserve As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 70.25 70.30 70.54 Add/(Less) : Transfer to Retained Earnings - ( 0.05) (0.24) Less: utilised for issue of bonus shares (70.24) - - Closing balance 0.02 7 0.25 7 0.30 * Nature and purpose of reserves TheGroupcreatedaGeneralReserveinearlieryearspursuanttotheprovisionsoftheCompaniesAct,whereincertainpercentageofprofitswere required to be transferred to General Reserve before declaring dividends. General Reserve is a free reserve available to the Group. (C) Capital Reserve As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 21.40 21.37 21.37 Add: Addition during the year - 0.03 - Closing balance 21.40 2 1.40 2 1.37 * Nature and purpose of reserves - CapitalReservesaremainlythereservescreatedduringbusinesscombinationforthegainonbargainpurchaseandcommoncontrolmergers.Itis not available for distribution as dividend. 415SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (D) Retained earnings As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 5,110.06 3,787.64 3,117.91 Add: Aquistion/ purchase of additional stake in subsidiary# 16.59 1 71.70 - Add: Profit for the period 1,440.60 1,416.07 9 38.81 Add: Transfer from General reserves - 0.05 0.24 Less: Ind AS impact w.r.t cummulative profits of associate (on acquisition as subsidiary) - (172.16) - Less: Transfer to Standard Reverse u/s 45IC of RBI Act - - ( 0.03) Less: utilised for issue of bonus shares (50.34) - - Less: Dividend Paid (311.37) (93.41) (269.46) Add: Other Changes - 0.17 0.18 Closing balance 6,205.52 5,110.06 3,787.64 * Nature and purpose of reserves Retained earnings are the profit that the Group has earned till date. # This comprise of additional stake purchase in Subsidiaries (Hindustan Waste Treatment Private Limited, Vasudha Waste Treatment Private Limited, Pentagen Biofuels Private Limited) (E) Gain on Bargain Purchase As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 58.41 - - Add: Addition during the year - 58.41 - Closing balance 58.41 5 8.41 - * Nature and purpose of reserves Gain on Bargain purchase on acquisition of subsidiary (earlier associate) - Refer note 64 (F) Standard Reserve u/s 45IC of the RBI Act As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 0.03 0.03 - Add: Transfer from Retained Earnings - - 0.03 Closing Balance 0.03 0.03 0.03 * Nature and purpose of reserves Reserve fund is created as per the terms of section 45 IC(1) of the Reserve Bank of India Act, 1934 as a statutory reserve. 25B Exchange differences on translation of foreign As at As at As at operations March 31, 2025 March 31, 2024 March 31, 2023 Opening Balance 24.98 15.07 13.23 Add: Current year 1.41 9.96 2.11 Less: Share of Non- Controlling Interest (0.12) (0.05) ( 0.27) Closing Balance 26.28 2 4.98 1 5.07 - - - Exchange differences on translation of foreign operations: This comprise of all exchange differences arising from translation of financial statements of foreign operations as well as from the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. 416SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 25C Movement in Other Comprehensive Income (Acturial As at As at As at Gain/ (Loss)) March 31, 2025 March 31, 2024 March 31, 2023 Opening balance (8.42) (6.50) ( 1.05) Add: On acquisition of subsidiary - 0.57 - Add: Re-measurement loss on defined benefit liabilities (net of tax) (2.98) (3.78) ( 5.43) Less: Share of Non- Controlling Interest (0.27) 1.29 ( 0.03) Closing balance (11.66) (8.42) (6.50) Total other equity 6,300.00 5,280.68 3,891.89 Non controlling interest Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Balance at the beginning of the year 268.50 109.98 99.92 Add: Share in Investment in Subsidiary - 138.01 0.49 Less: Disposal of NCI on additional investments (201.72) - - Add: Share of Profit/ (Loss) 79.49 25.66 9.28 Less: Dividend paid (5.88) (3.92) - Add: Share of Other comprehensive income for the year 0.27 (1.29) 0.03 Add: Share of Exchange difference on translation of foreign operations 0.12 0.05 0.27 Balance at end of year 140.77 268.50 109.98 26 Non - Current Liabilities - Financial Liabilities - As at As at As at Borrowings March 31, 2025 March 31, 2024 March 31, 2023 Secured Borrowings (refer note 58) 491.03 457.15 - Unsecured Loan from Directors # 3.90 3.90 3.90 494.93 461.05 3.90 # Loan taken by subsidiaries from its directors at the interest rate of 10% p.a. 27 Non - Current Liabilities - Financial Liabilities - Leases As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Long term maturities of lease obligations 475.58 104.82 13.71 (refer note 59) 475.58 104.82 1 3.71 28 Non - Current Liabilities - Provisions As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Provision for employee benefits : Net defined benefit liability- Gratuity 3.79 4.02 14.07 (refer note 51) Net defined benefit liability - Leave Encashment 0.04 - - (refer note 51) Provision for severance payments 6.03 12.24 10.29 Other provision 48.38 46.21 46.50 58.24 6 2.46 7 0.86 417SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 29 Current Liabilities - Financial Liabilities - Borrowings As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Bank Overdraft* 222.42 780.45 4 60.18 Current maturities of long-term borrowings (Refer Note 26) ** 103.27 79.44 - Bills discounted under letter of Credit ## (Refer note58) - 54.51 - Loan from related parties # 16.44 16.12 - 342.14 930.52 460.18 *Note:Fundbasedworkingcapitalfacilitiesfrombankscarryinterestrangingfrom4.17%to9.85%p.a.(31March2024:5.19%to9.75%p.a.,31 March 2023: 6.22% to 9.50% p.a.) **Note: Term facilities from banks carry interest ranging from 8.50% to 9.05% per annum (31 March 2024: 8.75 p.a., 31 March 2023: NA) # Loan by subsidiaries from its directors and relative of directors ## Bill discounted under letter of credit with usance period of upto 180 days 30 Current Liabilities - Financial Liabilities - Leases As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Lease obligations (refer note 59) 55.93 28.02 11.68 55.93 2 8.02 1 1.68 418SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 31 Current Liabilities - Financial Liabilities - Trade Payables As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Total outstanding dues of micro and small enterprises 138.87 217.40 164.02 Total outstanding dues of creditors other than micro and small enterprises 792.83 889.74 913.70 931.70 1,107.14 1,077.71 The Group has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows: Particulars As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at period end* 142.55 217.40 164.02 Interest due to suppliers registered under the MSMED Act and remaining unpaid as at period end 0.04 - 0.06 Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed day during the period 9.12 1.88 - Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the period - - - Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day during the period - - - Amountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhavebeenpaidbutbeyondtheappointeddayduringtheperiod)but 0.06 0.04 - without adding the interest specified under the MSMED Act Interest accrued and remaining unpaid at the end of accounting period 0.01 - - Amountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuchdatewhentheinterestduesaboveareactuallypaidtothe 0.01 0.00 - small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act ^ ^ represents amount less than 0.01 Million * it include Principal amount due to Creditors for capital goods Ageing schedule for trade payables outstanding as at March 31, 2025 Outstanding for following periods from due date of payment Particulars Unbilled Not Due Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed: (i) MSME - - 1 36.86 2.01 - - 138.87 (ii) Others - - 7 92.29 0.24 0 .01 0.29 792.83 Disputed: (i) MSME - - - - - - - (ii) Others - - - - - - - Total - - 9 29.15 2.24 0 .01 0.29 931.70 419SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Ageing schedule for trade payables outstanding as at March 31, 2024 Outstanding for following periods from due date of payment Particulars Unbilled Not Due Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed: (i) MSME - - 2 17.40 - - - 217.40 (ii) Others - - 8 85.61 3.50 0 .62 0.02 889.74 Disputed: (i) MSME - - - - - - - (ii) Others - - - - - - - Total - - 1,103.00 3.50 0 .62 0.02 1,107.14 Ageing schedule for trade payables outstanding as at March 31, 2023 Outstanding for following periods from due date of payment Particulars Unbilled Not Due Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed: (i) MSME - - 1 62.00 - - 2.02 164.02 (ii) Others - - 9 13.17 0.46 - 0.07 913.70 Disputed: (i) MSME - - - - - - - (ii) Others - - - - - - - Total - - 1,075.17 0.46 - 2.09 1,077.71 Note : Transaction date has been considered as due date for ageing. 420SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 32 Current Liabilities - Financial Liabilities - Others As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Interest payable on advance from customer - - Interest payable on unsecured loan - 0.03 0.03 Interest payable on bank overdraft - 0.16 0.11 Interest accrued on loan to related parties - - - Creditors for capital goods - Non MSME 0.01 62.21 0.20 Creditors for capital goods - MSME (Refer Note 31 for MSME Disclosure) 3.68 - - Creditors for expenses 73.34 106.72 54.63 Security Deposit 3.38 3.28 - Remuneration payable to directors * 7.64 3.43 2.96 Dividend Payable 168.42 - - Employee benefits payable 21.31 53.83 25.04 Others 0.51 0.52 1.33 278.28 230.16 84.31 * this includes Sitting fees payable to Directors and Remuneration payable by Subsidiary Company to its Directors 33 Current liabilities - Others As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Statutory dues Payable* 355.07 162.94 101.28 Social Security 1 .95 1 .85 1.91 Contract Liabilities 26.11 103.62 98.50 Book Overdraft# 54.13 - - Other Payable 0 .70 5 .40 0.28 Other Liability - Corporate Gaurantee 12.20 16.25 - Accrued Expenses & provisions 124.44 37.47 19.19 Advance for sale of assets 6 .40 1 .10 - 581.00 328.63 2 21.17 * Statutory dues payable are in the nature of income tax deducted at source, tax collect at source, professional tax, goods and service tax and contribution to provident fund and employee state insurance corporation. # represents book overdraft on account of cheque issued but not encashed by the payee as on reporting date 34 Current Liabilities - Provisions As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Provision for employee benefits : Provision for Gratuity (refer note 51) 0.24 1.00 0.81 Provision for Leave Encashment (refer note 51)^ 0.00 - - 0.24 1.00 0.81 ^ represents amount less than 0.01 Million 35 Current tax liabilities (net) As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Provision for tax (net of taxes paid) 58.67 101.00 2.24 58.67 101.00 2.24 421SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 36 Revenue from operations Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue from contracts with customer - Sale of Goods 4 ,924.77 5,471.34 4,026.38 - Sale of Services 1 ,885.50 971.58 1,149.52 Total(A) 6 ,810.27 6,442.93 5,175.90 Other operating revenues - Export Benefits Earned - - 3.77 - Interest on Annuity 82.60 8 7.18 - - Sales of recyclables, compost, scrap 42.22 2 4.39 1.86 - Supply of Electricity 29.77 1 2.97 - - Other Operating Income 13.72 7.49 1 2.95 Total (B) 168.31 132.02 1 8.58 Total revenue from operations (A+B) 6 ,978.58 6,574.95 5,194.47 For details of disaggregation of revenue, refer note 55 Segment Reporting. 37 Other income Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Interest income under the effective interest method on -Term deposits 111.45 109.65 6 0.73 -Loans given 40.01 9.72 4 .80 -Security deposits 2.00 0.64 0 .22 Interest income on LC Issuance - 0.65 - Interest income from Customers 16.37 5.07 - Interest on Income Tax Refund 0.39 0.66 0 .87 Net gain on fair valuation of Investment in Mututal Funds - 1 1.72 4 .22 (Financial instrument at FVTPL) Net gain on foreign currency transactions 4.14 7.27 9 .23 Net gain on sale of Property, Plant & Equipment 56.49 1 6.42 1 .11 Net Gain on Sale of Investment Property 39.61 1 6.63 1 9.91 Net Gain on Termination of Lease 1.26 - - Insurance claim 6.20 1.38 0 .88 Rent income 11.55 8.97 0 .59 Miscellaneous income 1.58 1.94 1 1.21 Total other income 291.06 190.71 113.78 422SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 38 Impairment gain on financial assets Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Impairment gain on trade receivables arising from contracts with customer - 1.79 - Total Impairment Gain - 1.79 - 39 Purchases of Stock-in-trade Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Purchase of Stock-in-Trade 1 ,274.64 2,055.52 2,516.36 Total Purchases 1 ,274.64 2,055.52 2,516.36 40 Cost of Material Consumed Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Cost of material consumed: - Opening stock of Raw materials 295.17 133.39 5 5.63 - Add: Purchases 1 ,749.36 1,382.02 760.61 - Less: Closing stock of Raw materials (277.10) (295.17) (133.39) Total Cost of Material Consumed 1 ,767.43 1,220.24 682.85 41 Project Cost Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Contract Cost 287.49 261.66 1 5.45 Total Project Cost 287.49 261.66 1 5.45 42 Changes in inventories Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Inventories at the beginning of the period - Finished Goods & Stock-in-Trade 377.55 268.42 247.70 - Project Work in Progress 328.96 239.26 9 7.23 - Work in Progress 82.69 9 7.01 5 7.43 789.19 604.70 402.37 Less: Inventories at the end of the period - Finished Goods & Stock-in-Trade 374.61 377.55 268.42 - Project Work in Progress 170.78 328.96 239.26 - Work in Progress 153.34 8 2.69 9 7.01 698.72 789.19 604.70 Exchange Difference on Translation of foreign operations 2.93 21.80 3.63 Net decrease/ (increase) 93.40 (162.69) (198.70) 423SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 43 Employee benefits expense Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Salaries, wages and bonus 546.87 474.80 369.10 Contribution to provident and other funds (refer note 51) 33.06 2 7.78 3 8.37 Gratuity (refer note 51) 5.60 4.88 2.91 Director's remuneration 72.95 6 6.68 7 0.11 Leave Encashment Expenditure (refer note 51) 0.05 0.16 0.20 Staff welfare expenses 71.46 2 5.71 1 4.04 Total employee benefits expense 729.98 600.00 494.73 44 Finance costs Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Interest expense on Financial liabilities measured at amortized cost - on Term loan from bank 56.89 1 7.28 - - on Bank overdraft 31.95 4 7.08 1 9.34 - on loan from others 1.98 0.40 0.45 - on car loan 0.23 - 0.02 Other Borrowing Cost 5.63 1 4.72 1 4.23 Interest expense on lease liabilities 37.02 8.79 2.00 Total finance costs 133.71 88.26 3 6.04 45 Depreciation and amortization expense Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Depreciation on property, plant and equipment 84.89 6 4.38 3 9.40 Depreciation on right-of-use asset 30.51 2 3.17 8.05 Depreciation on Investment property 6.10 8.74 1 1.10 Amortisation on intangible asset 56.92 2 8.28 0.52 Total depreciation and amortization expense 178.41 124.58 5 9.08 46 Impairment Losses on financial assets and contract assets Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Impairment loss on trade receivables arising from contracts with 7.46 2.78 4.24 customer Total Impairment Losses 7.46 2.78 4.24 424SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 47 Other expenses Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Bank Charges 1.93 4.22 6.31 Bad Debts written off 0.48 1 0.09 4.00 Brokerage and Commission 4.20 4.27 1.88 Corporate Social Responsibility Expenses 29.84 1 8.05 1 2.95 (Refer note 61) Donation 1.11 1 2.51 1.16 Director Sitting Fees 0.59 - - Electricity 5.74 3.26 2.86 Hire Charges 0.50 0.98 0.45 Insurance 23.26 2 0.23 6.96 Interest on delayed payment of statutory dues 3.48 0.30 0.40 IT & Systems 2.20 0.19 0.08 Legal and Professional Fees 157.31 1 39.29 112.36 License Fees 0.29 0.22 - Loss on sale of Property, Plant & Equipment (net) 0.19 - - Marketing and Business Promotion 79.11 5 8.96 1 4.79 Miscellaneous Expenses 47.48 37.20 1 5.96 Net loss on foreign currency transactions 1.16 0.48 - O & M Expenses 25.00 2 3.06 1 1.12 Office Expense 0.14 0.44 - Other Assets written off^ - 0.00 - Other Manufacturing Expense 30.88 45.60 2 6.82 Other operating expenses 0.77 1.96 2 6.61 Packing & Forwarding Expenses 0.38 0.78 0.31 Payment to auditors 4.41 7.14 1.05 Pest Control Charges 0.96 0.82 - Postage & Courier 1.57 3.10 4.09 Power and fuel 7.01 8.66 8.30 Printing & Stationery Expenses 6.45 2.28 1.98 Profession Tax 0.03 0.12 - Property Tax 0.02 0.01 - Rates & taxes* 19.11 2 3.64 1 2.78 Rent 24.39 2 1.69 2.98 Repair and maintenance 44.39 1 6.52 1 5.44 Security Charges 9.88 4.66 2.72 Telephone & Internet charges 3.67 2.57 2.00 Transportation Charges 61.59 8 8.13 5 8.56 Travelling and Lodging Expenses 118.78 92.66 8 3.93 Waste Disposal Charges 25.09 12.61 - Total other expenses 743.38 6 66.69 438.83 *InFY2024,changesintheGSTlawledtocertaininputgoodsandservicesbecomingineligibleforinputtaxcreditset-offfor2subsidiary companies.Sincetheseinputtaxcreditswereinitiallyrecognizedonan'exclusivebasis'(i.e.theinputtaxwasrecordedseparatelyasan asset),theywerewrittenoffas'GSTexpense'inFY2024,toreflecttheimpactofthechangeintheGSTlaw.FromFY2025onwards,these inputtaxcreditareaccountedonan'inclusivebasis'(i.e.theinputGSTisincludedinthecost,sincenoset-offisavailable).Asaresult,there is no GST expense related to such write-offs in FY 2025. 425SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 48 Income Tax Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 (A) Current tax expense - Current tax charge 534.99 505.46 332.24 - Deferred tax charge / (income) 6.82 (11.01) ( 7.82) - MAT Credit (9.50) ( 1.72) - Income tax expense reported in the statement of 5 32.31 4 92.74 3 24.42 profit or loss (B) Deferred tax relates to the following: As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Deferred tax assets On lease arrangements as per Ind AS 116 1.05 6.35 5.07 On Property, plant and equipment 2.21 - - On Preliminary Expenses - 0.05 - On Investment property 4.33 7.46 7.03 On Fair valuation of investment - - 0.07 On Expected Credit loss for Trade Receivables 2 5.07 2 3.46 2 3.20 On Gratuity Provision and Other Disallowances 9.09 1.21 0.62 On Unabsorbed losses 2 8.97 3 2.86 3 0.60 On Unrealised Profits on Inventory & Capital assets 4.94 4.83 2.89 On Acquisition of Financial Assets 8.35 6.44 On share of profit/(loss) from associate/Joint Venture 3.92 4.80 0.85 8 7.93 8 7.46 7 0.33 Deferred tax liabilities On Property, plant and equipment 5.56 6.28 5.32 On lease arrangements as per Ind AS 116 5.05 - - On Gratuity Provision - 0.10 - On unbilled trade receivables as per Ind AS 115 5 2.48 4 9.43 4 4.91 On Financial Instruments 0.56 0.54 - On Expected Credit loss for Trade Receivables - - - On share of profit/(loss) from associate/Joint Venture 2 6.79 2 6.79 2 6.79 9 0.44 8 3.15 7 7.02 Deferred Tax Asset/(Liabilities) (Net) (2.51) 4 .31 (6.69) Movement in deferred tax balances For the year ended March 31, 2025 Recognized through Profit Particulars Opening Balance Closing Balance or Loss Tax effect of items constituting deferred tax asset On lease arrangements as per Ind AS 116 6.35 (5.30) 1.05 On Property, plant and equipment - 2.21 2.21 On Preliminary Expenses^ 0.05 (0.05) - On Investment property 7.46 (3.14) 4.33 On Expected Credit loss for Trade Receivables 23.46 1.61 2 5.07 On Gratuity Provision 1.21 7.88 9.09 On Unabsorbed losses 32.86 (3.89) 2 8.97 On Unrealised Profits on Inventory & Capital Jobs 4.83 0.12 4.94 On Acquisition of Financial Assets 6.44 1.92 8.35 On share of profit/(loss) from associate/Joint Venture 4.80 (0.87) 3.92 87.46 0.47 8 7.93 Tax effect of items constituting deferred tax liabilities On property, plant and equipment 6.28 (0.73) 5.56 On lease arrangements as per Ind AS 116 - 5.05 5.05 On Gratuity Provision 0.10 (0.10) - On unbilled trade receivables as per Ind AS 115 49.43 3.05 5 2.48 On Financial Instruments 0.54 0.02 0.56 On share of profit/(loss) from associate/Joint Venture 26.79 - 2 6.79 83.15 7.29 9 0.44 Net Deferred Tax Asset / (Liabilities) 4.31 (6.82) (2.51) ^ represents amount less than 0.01 Million 426SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) For the year ended March 31, 2024 Recognized through Profit Particulars Opening Balance Closing Balance or Loss Tax effect of items constituting deferred tax asset On lease arrangements as per Ind AS 116 5.07 1.28 6.35 On Preliminary Expenses - 0.05 0.05 On Investment property 7.03 0.44 7.46 On Fair valuation of investment 0.07 (0.07) - On Expected Credit loss for Trade Receivables 23.20 0.26 2 3.46 On Gratuity Provision and Other Disallowances 0.62 0.59 1.21 On Unabsorbed losses 30.60 2.26 3 2.86 On Unrealised Profits on Inventory & Capital assets 2.89 1.94 4.83 On Acquisition of Financial Assets - 6.44 6.44 On share of profit/(loss) from associate/Joint Venture 0.85 3.95 4.80 70.33 1 7.13 8 7.46 Tax effect of items constituting deferred tax liabilities On Property, plant and equipment 5.32 0.96 6.28 On Gratuity Provision - 0.10 0.10 On unbilled trade receivables as per Ind AS 115 44.91 4.52 4 9.43 On Financial Instruments - 0.54 0.54 On share of profit/(loss) from associate/Joint Venture 26.79 - 2 6.79 77.02 6.13 8 3.15 Net Deferred Tax Asset / (Liabilities) (6.69) 11.00 4 .31 For the year ended March 31, 2023 Recognized through Profit Particulars Opening Balance Closing Balance or Loss Tax effect of items constituting deferred tax asset On Investment property 6.29 0.74 7.03 On lease arrangements as per Ind AS 116 0.82 4.25 5.07 On Fair valuation of investment 1.13 (1.06) 0.07 On Expected Credit loss for Trade Receivables 22.14 1.07 2 3.20 On Gratuity Provision 0.71 (0.08) 0.62 On Inventory 9.59 (6.70) 2.89 On Unabsorbed losses - 3 0.60 3 0.60 On share of profit/(loss) from associate/Joint Venture - 0.85 0.85 40.67 2 9.66 7 0.33 Tax effect of items constituting deferred tax liabilities On property, plant and equipment 5.73 (0.41) 5.32 On unbilled trade receivables as per Ind AS 115 26.82 1 8.09 4 4.91 On share of profit/(loss) from associate/Joint Venture 22.64 4.15 2 6.79 55.19 2 1.84 7 7.02 Net Deferred Tax Asset / (Liabilities) (14.51) 7 .82 (6.69) 427SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (C) Income tax expense charged to OCI Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Items that will not be reclassified to profit or loss Net loss/(gain) on remeasurements of defined benefit liability/(asset) 0.96 1.33 1.87 Income tax charged to OCI 0 .96 1 .33 1 .87 (D) Reconciliation of effective tax rate Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 Profit before tax from continuing operations 2,052.39 1,934.47 1,272.51 Tax using the Group's domestic tax rate* 542.55 497.50 314.61 Tax effect of: -Non Deductible expenses 8.63 4.66 3.16 -Tax-exempt income - 0.41 ( 1.30) -Interest on late payment of taxes - 2.52 4.86 -Deferred Tax Impact 6.82 (11.01) ( 7.82) Others (11.92) ( 1.35) 1 0.90 Income tax expense 546.09 492.74 324.42 Effective Tax Rate 26.61% 25.47% 25.49% * Group's applicable domestic tax rate (including surcharges & cess) ranges between 17.19% to 29.12% . Thegroupoffsetstaxassetsandliabilitiesifandonlyifithasalegallyenforceablerighttosetoffcurrenttaxassetsandcurrenttaxliabilitiesandthedeferredtaxassets and deferred tax liabilities relate to income taxes levied by the same tax authority. SignificantgroupManagementjudgmentisrequiredindeterminingprovisionforincometax,deferredincometaxassetsandliabilitiesandrecoverabilityofdeferred incometaxassets.Therecoverabilityofdeferredincometaxassetsisbasedonestimatesoftaxableincomeinwhichtherelevantentityoperatesandtheperiodover which deferred income tax assets will be recovered. Deferredtaxassetsarerecognizedforunusedtaxlosses,unusedtaxcreditsanddeductibletemporarydifferencestotheextentthatitisprobablethatfuturetaxable profits will be available against which they can be used. 428SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 49 Earnings per share ("EPS") Restated basic EPS is 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. Restated diluted EPS 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 plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Profit for the period for basic and diluted EPS (A) 1 ,440.60 1 ,416.07 9 38.81 Weighted average number of Equity shares outstanding 9 ,34,11,270 9 ,34,11,270 9 ,34,11,270 for calculating basic and diluted EPS (B) Earnings Per Share (Rs.) - Basic (Face value of Rs. 2 per share) (A/B) 1 5.42 1 5.16 1 0.05 Earnings Per Share (Rs.) - Diluted (Face value of Rs. 2 per share) (A/B) 1 5.42 1 5.16 1 0.05 Note On September 5, 2024, Company has split the face value of its share from Rs. 10 per share to Rs. 2 per share. This results in increase of total equity shares to 3,11,37,090 shares. Company has issued 6,22,74,180 equity shares of Rs. 2 each as bonus shares in ratio of 2:1 to the existing equity shareholders. This has been approved by Board and Shareholders on September 5, 2024. Impact of the same has been considered in the calculation of Basic and Diluted EPS for the year ended March 31, 2025; March 31, 2024 and March 31, 2023 have been retrospectively adjusted as applicable. 50 Contingent liabilities and commitments As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 I. Claims against the Group not acknowledged as debts GST Appeal * - - 4.50 Customs Notice # 0 .21 0 .21 - * GST Appeal for outstanding liabilities has been filed for FY 2017-18 and FY 2019-20 # Customs Notice has been received for period FY 2008-09 to FY 2012-13 II. Capital commitments There are no capital commitments for the Group as on March 31, 2025; March 31, 2024 and March 31, 2023. 429SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 51 Employee benefits (I) Defined Contribution Plans Employer's Contribution to Provident fund and ESIC During the period, the Group's contribution to Provident Fund and ESIC is recognized in the statement of Profit and loss under the head Employee Benefit Expense. Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 - Employer's contribution to Provident Fund and other 33.06 27.78 38.37 Fund (II) Defined benefit plans Every employee isentitled to the benefit equivalent to15 daysof salarylastdrawnforeachcompleted yearof service.Gratuity ispayable toall eligibleemployeesofthecompanyonretirementorseparationordeathorpermanentdisablementin termsof theprovisions ofthe Paymentof Gratuity Act, 1972. Particulars Gratuity (Funded) March 31, 2025 March 31, 2024 March 31, 2023 I) Reconciliation in present value of obligation (PVO) Defined benefit obligation: Liability at the beginning of the period 5 7.26 44.33 34.50 Liability on acquisiton of Subsidiary - 2.20 - Interest Cost 3.88 3.31 2.25 Current service cost 4.90 3.71 2.71 Benefits paid (7.19) (1.59) (2.23) Actuarial (Gain)/ Loss - Financial Assumptions 0.95 4.89 (0.59) Actuarial (Gain)/ Loss - Experience 3.42 0.42 7.70 Liability at the end of the period 63.22 57.26 44.33 II) Change in fair value of plan assets: Fair value of plan assets at the beginning of the period 5 2.68 29.65 29.52 Fair value of plan assets on acquisition of Subsidiary - 1.74 - Expected return on plan assets 3.60 2.22 1.95 Employer Contributions 1 0.51 20.42 0.60 Benefits paid -7.19 (1.59) (2.23) Actuarial gain / (loss) on plan assets 0.56 0.23 (0.19) Funded status 60.16 52.68 29.65 III) Expenses recognized in the Statement of Profit & Loss: Current service cost 4.90 3.30 2 .71 Net Interest costs 0.28 1.08 0 .30 Other expenses/adjustments - - - Components of Defined Benefit Cost recognized in Statement of Profit and loss 5.18 4.39 3.00 IV) Expenses recognized in the Other Comprehensive Income: Actuarial (gain) / loss 3.81 5.07 7 .30 3.81 5.07 7.30 430SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) V) Included in Other Comprehensive Income Amount recognized in OCI, Beginning of the period 1 3.93 8.82 1.52 Remeasurements due to: Effect of Change In financial assumptions 1.52 0.96 (0.94) Effect of Change In Demographic assumptions 3.42 0.63 7.70 Effect of experience adjustments (0.56) 3.75 0.35 Return on plan Assets(excluding interest) (0.56) (0.23) 0.19 Total Remeasurements recognized in OCI 3.81 5.07 7.30 Amount recognized in OCI, End of the period 17.74 13.93 8.82 VI) Net Liability recognized in the balance sheet Fair value of plan assets at the end of the period 6 0.16 52.68 29.65 Liability at the period end (63.22) (57.26) (44.33) Amount recognized in the balance sheet ( 3.06) (4.58) (14.68) VII) Category of assets as at the end of the period: Insurer Managed Fund 100% 100% 100% Gratuity (Funded) VIII) Actuarial Assumptions March 31, 2025 March 31, 2024 March 31, 2023 Discount rate 7.00% - 7.19% 7.10% - 7.22% 7.25% - 7.50% Expected rate of return on plan assets 7.10% - 7.22% 7.10% - 7.22% 7.25% Expected salary increase rate 5.00% - 8.00% 5.00% - 8.00% 5.00% Attrition rate 2.00% - 5.00% 2.00% - 5.00% 2.00% - 40.00% Mortality rate IALM (2012-14) IALM (2012-14) IALM (2012-14) Ultimate Ultimate Ultimate Retirement Age 58 to 60 years 58 to 60 years 58 to 60 years Gratuity (Funded) * IX) Experience adjustments March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2022 Present value of defined benefit obligation 63.22 57.26 44.33 34.50 Fair value of the plan assets 60.16 52.68 29.65 29.52 (Deficit) in the plan (3.06) (4.58) (14.68) (4.98) Experience adjustments on: On plan liability 3.42 0.42 7.70 0.56 On plan asset 0.56 0.23 (0.19) (0.02) * Disclosure has been given from FY 2021-22 onwards since FY 2021-22 being the first year of obtaining Actuarial Valuation Report X) 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 as shown below. 431SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Gratuity (Funded) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Increase in Discount rate (1% movement) 42.87 38.32 30.45 Future salary growth (1% movement) 50.90 45.23 35.90 Decrease in Discount rate (1% movement) 52.99 47.20 37.60 Future salary growth (1% movement) 44.50 39.80 31.45 Thesensitivityanalysisabovehavebeendeterminedbasedonamethodthatextrapolatestheimpact ondefined benefitobligation asaresultof reasonable changes in key assumptions occurring at the end of the reporting period. XI) Expected future cash flows The expected contributions for the defined benefit plan for the next financial years are mentioned below: Gratuity (Funded) Year ended Year ended Year ended Expected future benefit payments March 31, 2025 March 31, 2024 March 31, 2023 Year 1 1 1.41 7.78 5.34 Year 2 6.58 8.87 3.42 Year 3 4.77 3.75 5.52 Year 4 9.45 4.23 2.87 Year 5 2.12 8.94 3.60 Year 6-10 1 6.03 16.41 18.76 Above 10 years 7 5.03 66.71 58.22 Average Expected Future Working life (in years) 13.56-18.6 11.96-20.1 12.08-18.42 ThetrusteesoftheplanhaveoutsourcedtheinvestmentmanagementofthefundtoaninsuranceGroup.TheinsuranceGroupinturnmanagesthese fundsasperthemandateprovidedtothembythetrusteesandtheassetallocationwhichiswithinthepermissiblelimitsprescribedintheinsurance regulations.Duetotherestrictionsinthetypeofinvestmentsthatcanbeheldbythefund,itmaynotbepossibletoexplicitlyfollowanasset-liability matching strategy to manage risk actively in a conventional fund. Particulars Gratuity (Unfunded) March 31, 2025 March 31, 2024 March 31, 2023 I) Reconciliation in present value of obligation (PVO) Defined benefit obligation: Liability at the beginning of the period 0.44 0.14 - Liability on acquisiton of Subsidiary - - - Interest Cost^ 0.03 0.01 - Current service cost 0.38 0.26 0.14 Benefits paid^ - - - Actuarial (Gain)/ Loss - Financial Assumptions^ 0.04 0.01 - Actuarial (Gain)/ Loss - Experience 0.08 0.02 - Liability at the end of the period 0.97 0.44 0.14 II) Change in fair value of plan assets: Fair value of plan assets at the beginning of the period - - - Fair value of plan assets on acquisition of Subsidiary - Expected return on plan assets - - - Employer Contributions - - - Benefits paid - - - Actuarial gain on plan assets - - - Funded status - - - 432SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) III) Expenses recognized in the Statement of Profit & Loss: Current service cost 0.38 0.26 - Net Interest costs^ 0.03 0.01 0.14 Other expenses/adjustments - - - Components of Defined Benefit Cost recognized in Statement of Profit and loss 0.42 0.27 0.14 IV) Expenses recognized in the Other Comprehensive Income: Actuarial (gain) / loss 0.12 0.03 - 0.12 0.03 - V) Included in Other Comprehensive Income Amount recognized in OCI, Beginning of the period 0.03 - - Remeasurements due to: - Effect of Change In financial assumptions^ 0.04 0.01 - Effect of Change In Demographic assumptions - - - Effect of experience adjustments^ 0.08 0.02 - Return on plan Assets(excluding interest) - - - Total Remeasurements recognized in OCI 0.12 0.03 - Amount recognized in OCI, End of the period 0.15 0.03 - VI) Net Liability recognized in the balance sheet Fair value of plan assets at the end of the period - - - Liability at the period end (0.97) (0.44) ( 0.14) Amount recognized in the balance sheet ( 0.97) (0.44) (0.14) ^ represents amount less than 0.01 Million VII) Category of assets as at the end of the period: Insurer Managed Fund Gratuity (Unfunded) VIII) Actuarial Assumptions March 31, 2025 March 31, 2024 March 31, 2023 Discount rate 6.79%-6.93% 7.22% - 7.23% 7.50% Expected rate of return on plan assets - - - Expected salary increase rate 5.00% 5.00% 5.00% Attrition rate 2.00% 2.00% - 5.00% 5.00% Mortality rate IALM (2012-14) IALM (2012-14) IALM (2012-14) Ultimate Ultimate Ultimate Retirement Age 58 to 60 years 58 to 60 years 58 to 60 years Gratuity (Unfunded) * IX) Experience adjustments March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2022 Present value of defined benefit obligation 0.97 0.44 0.14 - Fair value of the plan assets - - - - (Deficit) in the plan (0.97) (0.44) (0.14) - Experience adjustments on: On plan liability^ 0.08 0.02 - - On plan asset - - - - * Disclosure has been given from FY 2021-22 onwards since FY 2021-22 being the first year of obtaining Actuarial Valuation Report X) 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 as shown below. Gratuity (Unfunded) Particulars Year ended Year ended Year ended Increase in March 31, 2025 March 31, 2024 March 31, 2023 Discount rate (1% movement) 0.87 0.30 0.12 Future salary growth (1% movement) 1.10 0.38 0.15 Decrease in Discount rate (1% movement) 1.09 - - Future salary growth (1% movement) 0.86 0.38 0.15 Thesensitivityanalysisabovehavebeendeterminedbasedonamethodthatextrapolatestheimpact ondefined benefitobligation asaresultof reasonable changes in key assumptions occurring at the end of the reporting period. 433SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) XI) Expected future cash flows The expected contributions for the defined benefit plan for the next financial years are mentioned below: Gratuity (Unfunded) Expected future benefit payments Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Year 1 ^ 0.00 0.00 0.00 Year 2 ^ 0.00 0.00 0.00 Year 3 ^ 0.06 0.00 0.00 Year 4 ^ 0.07 0.03 0.00 Year 5 0.06 0.04 0.02 Year 6-10 0.50 0.26 0.07 Above 10 years 1.87 0.92 0.32 Average Expected Future Working life (in years) 1 5.68 11.96 12.08 ^ represents amount less than 0.01 Million (B) Certain employees are entitled to the benefit equivalent to leave balance multiplied by Monthly Basic Salary divided by 30. All employee are entitled to 21 days leave with maximum accumulation limit of 45 days. Leave encashment expenses Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Expense recognized in the statement of profit 0.05 0.16 0.20 and loss Leave Encashment (Unfunded) Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 I) Reconciliation in present value of obligation (PVO) Defined benefit obligation: Liability at the beginning of the period - - - Interest cost - - - Current service cost 0.04 - - Benefits paid - - - Actuarial (gain) / loss - Financial Assumptions - - - Actuarial (gain) / loss - Experience - - - - - - Liability at the end of the period 0.04 - - II) Expenses recognized in the Statement of Profit & Loss: Current service cost 0.04 - - Net interest costs - - - Components of defined benefit cost recognized in 0.04 - - Profit and Loss III) Expenses recognized in the Other Comprehensive Income: Actuarial (gain) / loss - - - - - - IV) Included in Other Comprehensive Income Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Amount recognized in OCI, beginning of the period Remeasurements due to: Effect of change in financial assumptions - - - Effect of experience adjustments - - - Total remeasurements recognized in OCI - - - Amount recognized in OCI, end of the period - - - 434SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) V) Net liability recognized in the Balance Sheet Fair value of plan assets at the end of the period - - - Liability at the period end (0.04) - - Amount recognized in the Balance Sheet - - - ( 0.04) - - VI) Actuarial Assumptions Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Discount rate (%) 0.00% - - Expected rate of return on plan assets (%) - - - Expected salary increase rate (%) 5.00 - - Mortality rate - - - Retirement age 60 years - - VII) Experience adjustments Nine months ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Present value of defined benefit obligation 0.04 - - Fair value of the plan assets - - - (Surplus)/ Deficit in the plan 0.04 - - Experience adjustments on: - - - On plan liability - - - VIII) 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 as shown below. Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Increase in Discount rate (1% movement) 0.03 - - Future salary growth (1% movement) 0.04 - - Decrease in Discount rate (1% movement) 0.04 - - Future salary growth (1% movement) 0.03 - - Thesensitivityanalysisabovehavebeendeterminedbasedonamethodthatextrapolatestheimpact ondefined benefitobligation asaresultof reasonable changes in key assumptions occurring at the end of the reporting period. IX) Expected future cash flows The expected contributions for the defined benefit plan for the next financial periods are mentioned below: Year ended Year ended Year ended Expected future benefit payments March 31, 2025 March 31, 2024 March 31, 2023 Year 1 ^ 0.00 - - Year 2 ^ 0.00 - - Year 3 ^ 0.00 - - Year 4 0.00 - - Year 5 0.00 - - Year 6-10 0.01 - - Above 10 years 0.12 - - ^ It represents value less than 0.01 million 435SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 52 Related Party Disclosures 1 Related parties where control exists Subsidiary Company Chavare Engineering Private Limited Subsidiary Company Sustainyx Smart Solution Private Limited (Formerly known Subsidiary Company as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited Subsidiary Company SFC Umwelttechnik GmbH Subsidiary Company SFC Ekotechnika S.r.o Subsidiary Company Fine Aeration Systems Private Limited Subsidiary Company Hindustan Waste Treatment Private Limited Subsidiary Company (w.e.f. October 05, 2023) Pentagen Biofuels Private Limited Subsidiary Company Chavare Engineering & Endress Plus Hauser JV Subsidiary Nanded Biofuels Private Limited Subsidiary Company Associate/ Joint Venture Company Hindustan Waste Treatment Private Limited Associate Company (Till October 05, 2023) Turbomax India Private Limited Associate Company Endress + Hauser & Chavare Engineering (JV) Private Limited Joint Venture of our Subsidiary Company Company where Key Managerial Personal has significant influence Asolkar Tradecraft Private Limited Company where Key Managerial Personal has significant influence Konkan Mango Processing (Ratnagiri) Private Limited Company where Key Managerial Personal has significant influence 2 Key Managerial Personal Sandeep Sudhakar Asolkar Chairman & Managing Director (Managing Director till November 18, 2023) Sarvesh Kumar Garg Executive Director Saketchandrasingh Pratapsingh Dhandoriya Additional Executive Director (appointed w.e.f. September 05, 2024) Mandar Dinkar Desai Chief Executive Officer (appointed w.e.f. August 14, 2024) Amit Anil Sawant Chief Financial Officer (appointed w.e.f. August 14, 2024) Shweta Deshpande Company Secretary and Compliance Officer Sandeep Sambhaji Parab Director till November 06, 2023 Veera Venkata Satyanarayana Yannamani Director till November 06, 2023 Prachiti Asolkar Chief Strategy Officer (appointed w.e.f. August 11, 2025) Relative Of Key Managerial Personal Prachiti Asolkar Relative of Key Managerial Personal Shruti Mandar Desai Relative of Key Managerial Personal Bhagyashree Anil Sawant Relative of Key Managerial Personal 436SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3 Disclosure of transactions between the Group and Related parties and the status of outstanding balances as at year ending Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 A. Transactions with related parties: (not eliminated) Directors Remuneration and Incentives - Short Term Employee Benefit Sandeep Sudhakar Asolkar 4 1.45 3 3.00 3 2.99 Sarvesh Kumar Garg 1 1.83 1 1.83 1 1.83 Sandeep Sambhaji Parab - 7.11 1 1.83 Veera Venkata Satyanarayana Yannamani - 7.11 1 1.83 Saketchandrasingh Pratapsingh Dhandoriya 6.90 - - Salary - Short Term Employee Benefit Prachiti Sandeep Asolkar 1.33 0.72 - Mandar Dinkar Desai 8.15 - - Amit Anil Sawant 3.35 - - Shweta Deshpande 0.98 0.83 0.05 Shruti Mandar Desai 0.75 - - Professional Fees Shruti Mandar Desai 1.10 - - Dividend * Sandeep Sudhakar Asolkar 105.28 3 1.59 4 0.50 Sarvesh Kumar Garg 1 8.42 5.53 - Saketchandrasingh Pratapsingh Dhandoriya 1 6.87 - - Mandar Dinkar Desai 0.15 - - Amit Anil Sawant 0.12 - - Asolkar Tradecraft Private Limited 1 6.59 - - Bhagyashree Anil Sawant 0.03 - - Purchase of Goods Turbomax India Pvt Ltd 1 1.12 - - Procurement of Services Turbomax India Pvt Ltd 4.66 - - Reimbursement of Expense Hindustan Waste Treatment Private Limited - - 5.84 Turbomax India Private Limited - - 5.16 Rent Received Turbomax India Private Limited 0.18 0.18 0.09 Supply of Services Hindustan Waste Treatment Private Limited - 3.90 6 6.80 Interest on Loan Hindustan Waste Treatment Private Limited - - 0.14 Sale of Fixed Asset Turbomax India Private Limited - 5.05 - Investment in Shares Turbomax India Pvt Ltd 4 0.43 - 3 7.24 Loan Given (Payment) (excl Interest on Loan) Hindustan Waste Treatment Private Limited - - 5 5.00 Repayment of Loan (Receipt) Hindustan Waste Treatment Private Limited - - 5 5.00 437SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 B. Transactions eliminated on Consolidation SFC Environmental Technologies Limited Dividend (Income) Chavare Engineering Private Limited 6.12 4.08 - Purchases of Material at Gross Chavare Engineering Private Limited 8 1.52 9 9.17 4 3.71 Pentagen Biofuels Private Limited - 6.82 - Fine Aeration Systems Private Limited 366.57 229.02 - Services Procured (Expense) Pentagen Biofuels Private Limited - 9.75 - Fine Aeration Systems Private Limited - 0.11 - Repairs & Maintenance Expenses Chavare Engineering Private Limited - 0.10 0.01 - Corporate Guarantee Commission (Income) Chavare Engineering Private Limited 2.20 2.20 1.60 Pentagen Biofuels Private Limited 0.55 0.26 - Vasudha Waste Treatment Private Limited 5.41 1.58 - Erection, Commissioning & Installation Charges Chavare Engineering Private Limited - - 4.20 Loan Given (Payment) (excl Interest on Loan) Sustainyx Smart Solution Private Limited (Formerly known - - 1 3.00 as Navitas Waste Treatment Private Limited) Vasudha Waste Treatment Private Limited 122.20 8 3.80 1 38.10 Hindustan Waste Treatment Private Limited 122.50 9 0.00 - Fine Aeration Systems Private Limited 2 3.50 111.78 7.00 Chavare Engineering Private Limited - 8 0.00 - Pentagen Biofuels Private Limited 8 9.48 1 7.52 - Repayment of Loan (Receipt) Sustainyx Smart Solution Private Limited (Formerly known - 221.57 9 3.00 as Navitas Waste Treatment Private Limited) Hindustan Waste Treatment Private Limited 147.93 - - Vasudha Waste Treatment Private Limited 305.59 394.97 7.53 Chavare Engineering Private Limited 2 4.70 5 5.30 - Fine Aeration Systems Private Limited 9.95 - - Rent (Income) Sustainyx Smart Solution Private Limited (Formerly known 0.24 0.24 0.18 as Navitas Waste Treatment Private Limited) Sales of Goods (Income) Hindustan Waste Treatment Private Limited 2 3.26 4 0.75 - Vasudha Waste Treatment Private Limited 2 7.14 1 5.34 5 49.93 Fine Aeration Systems Private Limited 7 3.69 9 7.88 0.67 Supply of Services (Income) Hindustan Waste Treatment Private Limited 7 1.30 3.90 - Vasudha Waste Treatment Private Limited 4 1.20 1.20 - Pentagen Biofuels Private Limited - 3.53 - Interest on Loan (Income) Hindustan Waste Treatment Private Limited 1.79 1.05 - Vasudha Waste Treatment Private Limited 2 0.73 5 4.15 5 2.57 Fine Aeration Systems Private Limited 1 4.37 5.97 0.05 438SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Reimbursement of Expenses Vasudha Waste Treatment Private Limited^ - - 0.09 Purchase of Fixed Assets Fine Aeration Systems Private Limited 0.41 - - Investment in Shares Pentagen Biofuels Private Limited - 1 7.60 - Fine Aeration Systems Private Limited - - 0.51 Purchase of Shares Sustainyx Smart Solution Private Limited (Formerly known - 219.99 - as Navitas Waste Treatment Private Limited) Advance Paid SFC Umwelttechnik GmbH 9.24 - - Chavare Engineering Private Limited Dividend (Expense) SFC Environmental Technologies Limited 6.12 4.08 - Sale of Material at Gross SFC Environmental Technologies Limited 8 1.52 9 9.17 4 3.71 Vasudha Waste Treatment Private Limited 0.39 - - Chavare Engineering & Endress Plus Hauser JV 177.48 9 2.58 - Sale of Services SFC Environmental Technologies Limited - 0.10 4.21 Reimbursement - Income Chavare Engineering & Endress Plus Hauser JV 0.62 - - Corporate Guarantee Commission (Expense) SFC Environmental Technologies Limited 2.20 2.20 1.60 Loan Taken (Receipt) SFC Environmental Technologies Limited - 8 0.00 - Repayment of Loan (Payment) SFC Environmental Technologies Limited 2 4.70 5 5.30 - Sale of Goods Pentagen Biofuels Private Limited - 5.04 - Hindustan Waste Treatment Private Limited Purchase of Services SFC Environmental Technologies Limited 7 1.30 3.90 - Reimbursement of Expenses Nanded Biofuels Pvt Ltd 0.03 - - Purchase of Material SFC Environmental Technologies Limited 2.20 0.16 - Purchase of Fixed Assets SFC Environmental Technologies Limited 2 1.06 4 0.59 - Interest on Loan borrowed SFC Environmental Technologies Limited 1.79 1.05 - 439SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Loan Borrowed SFC Environmental Technologies Limited 122.50 9 0.00 - Loan Repaid SFC Environmental Technologies Limited 147.93 - - Investment in Shares Nanded Biofuels Pvt Ltd 1.00 - - Vasudha Waste Treatment Private Limited Purchase of Service & Material SFC Environmental Technologies Limited 9.05 - 5 25.78 Chavare Engineering Private Limited 0.39 - - Purchase of Assets SFC Environmental Technologies Limited 1 8.09 1 5.34 2 4.15 Procurement of Services SFC Environmental Technologies Limited 4 1.20 1.20 - Loan Borrowed SFC Environmental Technologies Limited 122.20 8 3.80 1 38.10 Interest on Loan SFC Environmental Technologies Limited 2 0.73 5 4.15 5 2.57 Loan Repaid SFC Environmental Technologies Limited 305.59 394.97 7.53 Reimbursement of expenses & Purchase of goods SFC Environmental Technologies Limited^ - - 0.00 Corporate Guarantee Expense SFC Environmental Technologies Limited 5.41 1.58 - Sustainyx Smart Solution Private Limited (Formerly known as Navitas Waste Treatment Private Limited) Loan taken SFC Environmental Technologies Limited - - 1 3.00 Loan repaid SFC Environmental Technologies Limited - 221.57 9 3.00 Rent Expense SFC Environmental Technologies Limited 0.24 0.24 0.18 Sale of Shares / Investment SFC Environmental Technologies Limited - 219.99 - Fine Aeration Systems Private Limited Purchase of Goods SFC Environmental Technologies Limited 7 3.69 9 7.54 - Purchase of Assets SFC Environmental Technologies Limited - 0.34 0.67 440SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Sales of Goods/ Services SFC Environmental Technologies Limited 366.57 229.02 - Reimbursement of Expenses SFC Environmental Technologies Limited 0.00 0.11 - Sale of Asset SFC Environmental Technologies Limited 0.41 - - Loan Borrowed SFC Environmental Technologies Limited 2 3.50 111.78 7.00 Loan Repaid SFC Environmental Technologies Limited 9.95 - - Interest on Loan SFC Environmental Technologies Limited 1 4.37 5.97 0.05 Share Capital Issued SFC Environmental Technologies Limited - - 0.51 Pentagen Biofuels Private Limited Sale of Goods SFC Environmental Technologies Limited - 6.82 - Sale of Services SFC Environmental Technologies Limited - 9.75 - Purchase of Goods Chavare Engineering Private Limited - 5.04 - Purchase of Services SFC Environmental Technologies Limited - 3.53 - Loan Borrowed SFC Environmental Technologies Limited 8 9.48 1 7.52 - Share Capital Issued SFC Environmental Technologies Limited - 1 7.60 - Corporate Guarantee Commission SFC Environmental Technologies Limited 0.55 0.26 - Chavare Engineering & Endress Plus Hauser JV Purchase of Material & Services Chavare Engineering Private Limited 177.48 9 2.58 - Reimbursement - Expenses Chavare Engineering Private Limited 0.62 - - SFC Umwelttechnik GmbH Purchase of Goods SFC Ekotechnika S.r.o 1 4.02 7.30 0.79 Sale of Goods SFC Ekotechnika S.r.o 1.49 1.67 - Sale of Services SFC Ekotechnika S.r.o 0.28 0.00 441SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Other Operating Income SFC Ekotechnika S.r.o 0.18 - - SFC Ekotechnika S.r.o Sale of Goods SFC Umwelttechnik GmbH 1 4.02 7.30 0.79 Purchase of Goods and service SFC Umwelttechnik GmbH 1.77 1.67 - Other Operating Expense SFC Umwelttechnik GmbH 0.18 - - Nanded Biofules Private Limited Reimbursement of Expenses Hindustan Waste Treatment Private Limited 0.03 - - Issue of Equity Shares Hindustan Waste Treatment Private Limited 1.00 - - C. Balances outstanding as at the year end are as follows: Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Debtors Hindustan Waste Treatment Private Limited - - 1.51 Creditors Turbomax India Pvt Ltd 1 0.81 - - Other receivable Turbomax India Pvt Ltd 0.21 0.21 6.19 Investments Turbomax India Pvt Ltd 7 7.67 3 7.24 3 7.24 Employee Benefit Payable Sandeep Sudhakar Asolkar 8.45 1.60 1.61 Sarvesh Kumar Garg - 0.62 0.62 Sandeep Sambhaji Parab - - 0.62 Veera Venkata Satyanarayana Yannamani - - 0.60 D. Balances elimintated at period ended March 31, 2025; March 31, 2024 and March 31, 2023 are as follows: Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 SFC Environmental Technologies Limited Trade Payables Chavare Engineering Private Limited 3 5.04 1 5.89 1 8.35 Fine Aeration Systems Pvt Ltd 9 2.78 1.40 - Pentagen Biofuels Pvt Ltd - 5.79 - Trade Receivable Hindustan Waste Treatment Private Limited 7 6.41 5 6.46 - Vasudha Waste Treatment Private Limited 6 1.28 3.08 1 87.44 Fine Aeration Systems Pvt Ltd 7.95 1 6.63 0.80 Pentagen Biofuels Pvt Ltd 3.70 4.72 - Chavare Engineering Private Limited 2.38 2.38 - 442SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Loan & Advances Chavare Engineering Private Limited - 2 4.70 - Hindustan Waste Treatment Private Limited 6 7.13 9 0.95 - Vasudha Waste Treatment Private Limited 205.16 369.89 6 32.33 Fine Aeration Systems Pvt Ltd 150.67 124.20 7.04 Pentagen Biofuels Pvt Ltd 107.00 1 7.52 - Sustainyx Smart Solution Private Limited (Formerly known - - 2 21.57 as Navitas Waste Treatment Private Limited) Other receivables Sustainyx Smart Solution Private Limited (Formerly known 0.78 0.50 - as Navitas Waste Treatment Private Limited) Advance to Supplier SFC Umwelttechnik GmbH 9.23 - - Investment in Equity Shares Hindustan Waste Treatment Private Limited 551.95 371.95 - Vasudha Waste Treatment Private Limited 1 0.50 7.77 7.77 Sustainyx Smart Solution Private Limited (Formerly known 0.10 0.10 0.10 as Navitas Waste Treatment Private Limited) Fine Aeration Systems Pvt Ltd 0.51 0.51 0.51 Pentagen Biofuels Pvt Ltd 2 0.00 1 7.60 - SFC Umwelttechnik GmbH 8 2.89 8 2.89 8 2.89 Chavare Engineering Private Limited 8 1.60 8 1.60 8 1.60 Chavare Engineering Private Limited Trade Receivables SFC Environmental Technologies Limited 3 5.04 1 5.89 1 8.35 Chavare Engineering & Endress Plus Hauser JV 2 1.40 - - Trade Payable SFC Environmental Technologies Limited 2.38 2.38 - Other Payable Chavare Engineering & Endress Plus Hauser JV - 2 7.22 - Other Receivable Chavare Engineering & Endress Plus Hauser JV 0.50 4.00 - Loan (Borrowings) SFC Environmental Technologies Limited - 2 4.70 - Hindustan Waste Treatment Private Limited Trade Receivables Nanded Biofuels Pvt Ltd 0.03 - - Trade Payables SFC Environmental Technologies Limited 7 6.41 5 6.46 - Loan (Borrowings) SFC Environmental Technologies Limited 6 7.13 9 0.95 - Other Payables Nanded Biofuels Pvt Ltd 1.00 - - Equity Share Capital SFC Environmental Technologies Limited 390.40 312.32 - Vasudha Waste Treatment Private Limited Trade Payables SFC Environmental Technologies Limited 6 1.28 3.08 1 87.44 443SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Loan (Borrowings) SFC Environmental Technologies Limited 205.16 369.89 6 32.33 Equity Share Capital SFC Environmental Technologies Limited 1 0.00 7.40 7.40 Sustainyx Smart Solution Private Limited (Formerly known as Navitas Waste Treatment Private Limited) Loan (Borrowings) SFC Environmental Technologies Limited - - 221.57 Other Payables SFC Environmental Technologies Limited 0.78 0.50 - Equity Share Capital SFC Environmental Technologies Limited 0.10 0.10 0.10 Fine Aeration Systems Pvt Ltd Trade Receivable SFC Environmental Technologies Limited 9 2.78 1.40 - Trade Payables SFC Environmental Technologies Limited 7.95 1 6.63 0.80 Loan (Borrowings) SFC Environmental Technologies Limited 150.67 124.20 7.04 Equity Share Capital SFC Environmental Technologies Limited 0.51 0.51 0.51 Pentagen Biofuels Private Limited Trade Receivable SFC Environmental Technologies Limited - 5.79 - Trade Payables SFC Environmental Technologies Limited 3.70 4.72 - Loan (Borrowings) SFC Environmental Technologies Limited 107.00 1 7.52 - Equity Share Capital SFC Environmental Technologies Limited 2 0.00 1 7.60 - Chavare Engineering & Endress Plus Hauser JV Trade Payables Chavare Engineering Private Limited 2 1.40 - - Other Receivables Chavare Engineering Private Limited - 2 7.22 - Other Payables Chavare Engineering Private Limited 0.50 4.00 - SFC Umwelttechnik GmbH Trade Receivable SFC Ekotechnika S.r.o 9.49 8.69 - Trade Payables SFC Ekotechnika S.r.o 3.75 0.37 0.61 Advance received SFC Environmental Technologies Limited 9.23 - - 444SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 SFC Ekotechnika S.r.o Trade Receivable SFC Umwelttechnik GmbH 3.75 0.37 0.61 Trade Payables SFC Umwelttechnik GmbH 9.49 8.69 - Nanded Biofuels Pvt Ltd Other Payable Hindustan Waste Treatment Private Limited 0.03 - - E. Transactions & Balances of Corporate Guarantee at period ended March 31, 2025; March 31, 2024 and March 31, 2023 are as follows: Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Corporate guarantee given by SFC Environmental Technologies Limited for related parties: For Term Loan Amount sanctioned during the year a) Pentagen Biofuels Private Limited - 2 1.10 - b) Vasudha Waste Treatment Private Limited - 600.00 - Closing balance of the term loan at the end of the year a) Pentagen Biofuels Private Limited 1 7.85 1 3.98 - b) Vasudha Waste Treatment Private Limited 498.30 433.90 - For working capital facilities Amount sanctioned during the year a) Pentagen Biofuels Private Limited - 3 6.00 - b) Chavare Engineering Private Limited - 6 0.00 - Amount of Sanctioned Facility at the end of the year a) Pentagen Biofuels Private Limited 3 6.00 3 6.00 - b) Chavare Engineering Private Limited 220.00 220.00 160.00 The sitting fees and commission paid to non-executive and Independent directors is Rs. 0.59 (in millions), NIL and NIL as at March 31, 2025 and March 31, 2024 and March 31, 2023 respectively Note: Personal guarantee have been given by Mr. Sandeep Sudhakar Asolkar for the loans/credit facilities availed by the Group. Refer Note 58 for the same. * Dividend amounts for FY 2024-25 includes the interim dividend declared on March 30, 2025 by the Board of Directors which was paid in FY 2025-26. - The information given above, has been reckoned on The basis of information available with the Company and relied upon by the auditors. - The transactions from related parties are made at terms equivalent to those that prevail in arm’s length transactions. - The transactions are disclosed under various relationships (i.e. associate/joint ventures/other related parties) based on the status of the related parties on the date of transactions. - The Terms of Loan given by Parent to Subsidiaries are unsecured in nature and generally carry Interest upto 10% p.a. - The following person have been identified as Senior Management Personnels as per SEBI (Listing Obligations and Disclosure Requirements) & SEBI (Issue of Capital and Disclosure Requirements) regulations: 1. Kumaraguru Madurakavi 2. Ajit Dhondiram Marathe 3. Abhijit Parolkar 4. Mahendra Pandharinath Ingale 5. Virendra Vijay Rane 6. Rohan Manohar Kharche 7. Prasad Govind Kumbhar 8. Kapil Narayanrao Deulkar 445SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 5 3 Investments in Associate and Joint Ventures Investments in Associates As at March 31, 2025 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment Hindustan Waste Treatment Private Limited* - - - - Turbomax India Private Limited 77,66,990 49% 77.67 61.77 As at March 31, 2024 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment Hindustan Waste Treatment Private Limited * - - - - Turbomax India Private Limited 37,24,000 49% 37.24 22.66 * Classified as subsidiary during the FY 23-24 As at March 31, 2023 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment Hindustan Waste Treatment Private Limited 1,91,29,600 49% 191.30 297.75 Turbomax India Private Limited** 37,24,000 49% 37.24 33.80 **During the FY 22-23, the Group has incorporated and subscribed 37,24,000 equity shares of Turbomax India Private Limited. Particulars - Hindustan Waste Treatment Private Limited March 31, 2025* March 31, 2024 * March 31, 2023 Current assets 363.25 * Classified as Non-current assets 441.73 subsidiary during the Current liabilities 196.88 FY 23-24 Non-current liabilities 0.45 Revenue 282.96 471.68 Profit / (loss) for the period * Classified as 70.96 33.69 Other comprehensive income for the period subsidiary during the FY - 0.19 Total comprehensive income for the period 23-24 70.96 33.88 Net assets of joint venture entities 607.65 Proportion of Group's share * Classified as 49.00% Group's share subsidiary during the 297.75 Elimination from intra-group transactions/adjustments FY 23-24 - Carrying amount of Group's interest 297.75 * Financials till the time it was classified as associate Particulars - Turbomax India Private Limited March 31, 2025 March 31, 2024 March 31, 2023 Current assets 189.26 41.68 72.66 Non-current assets 86.08 37.16 8.19 Current liabilities 147.06 25.86 8.39 Non-current liabilities 2.39 5 .91 3.49 Revenue 105.53 2 .97 - Profit / (loss) for the period (2.88) (21.91) (7.02) Other comprehensive income for the period - - - Total comprehensive income for the period (2.88) (21.91) (7.02) Net assets of joint venture entities 125.88 47.07 68.98 Proportion of Group's share 49.00% 49.00% 49.00% Group's share 61.68 23.06 33.80 Elimination from intra-group transactions/adjustments 0.09 (0.40) - Carrying amount of Group's interest 61.77 22.66 33.80 446SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 Investments in Joint Ventures As at March 31, 2025 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment JV Endress + Hauser & Chavare Engineering (JV) 2 4,500 24.99% 0 .32 0 .29 Private Limited* As at March 31, 2024 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment JV Endress + Hauser & Chavare Engineering (JV) Private 2 4,500 24.99% 0 .32 0 .30 Limited* Gharpure Engg & Const PL - Chavare Engg PL JV# 2.55% 0 .02 - * Ceases to exist w.e.f. August 08, 2023. As at March 31, 2023 Original cost of Carrying amount of Particulars No. of equity shares held % of holding investment investment JV Endress + Hauser & Chavare Engineering (JV) Private 2 4,500 24.99% 0 .32 0 .39 Limited* Gharpure Engg & Const PL - Chavare Engg PL JV# 2.55% 0 .02 0 .01 * % of Holidng disclosed is effective % for the group. The Subsidiary company holds 49% in this JV. # % of Holidng disclosed is effective % for the group. The Subsidiary company holds 5% in this JV. The summarised financial information below represents amounts shown in the joint ventures financial statements. Particulars - JV Endress + Hauser & Chavare Engineering (JV) Private Limited March 31, 2025 March 31, 2024 March 31, 2023 Current assets 6.58 9 .84 14.90 Non-current assets 2.02 2 .02 - Current liabilities 7.43 10.64 13.33 Non-current liabilities - - - Revenue - 0 .02 0.06 Profit / (loss) for the period (0.05) (0.04) (0.01) Other comprehensive income for the period - - - Total comprehensive income for the period (0.05) (0.04) (0.01) Net assets of joint venture entities 1.17 1 .22 1.57 Proportion of Group's share 24.99% 24.99% 24.99% Group's share 0.29 0 .30 0.39 Elimination from intra-group transactions/adjustments - - - Carrying amount of Group's interest 0.29 0 .30 0.39 Particulars - JV Gharpure Engg & Const PL - Chavare Engg PL JV # March 31, 2025 March 31, 2024 March 31, 2023 Current assets - - 0.54 Non-current assets - - - Current liabilities - - 0.04 Non-current liabilities - - - Revenue - - - Profit / (loss) for the period ^ - 0 .00 (0.30) Other comprehensive income for the period - - - Total comprehensive income for the period - - (0.30) Net assets of joint venture entities - - 0.50 Proportion of Group's share 0.00% 0.00% 2.55% Group's share - - 0.01 Elimination from intra-group transactions/adjustments - - - Carrying amount of Group's interest - - 0.01 ^ represents amount less than 0.01 Million # Ceases to exist w.e.f. August 08, 2023. 447SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 5 4 Investments in Material Subsidiary Particulars - Hindustan Waste Treatment Private Limited March 31, 2025* March 31, 2024# March 31, 2023* Non-current assets 363.85 Current assets 595.69 Non-current liabilities 7 .03 Current liabilities 242.19 Equity attributable to the owner of the company 646.46 Non Controlling Interest (NCI) 63.87 Revenue 229.72 Expenses 196.77 * Classified as Wholly Profit / (loss) for the period 31.58 * Classified as owned Subsidiary Profit / (loss) for the period attributable to the owner of the company 25.27 associate during the during the year FY 2024- Profit / (loss) for the period attributable to NCI 6 .32 FY 22-23 25 Other comprehensive income for the period 0 .13 Other comprehensive income for the period attributable to the owner of the 0 .11 company Other comprehensive income for the period attributable to NCI 0 .03 Total comprehensive income for the period 31.71 Total comprehensive income for the period attributable to the owner of the 25.37 company Total comprehensive income for the period attributable to NCI 6 .34 #Financials till the time it was classified as Subsidiary Particulars - Vasudha Waste Treatment Private Limited March 31, 2025* March 31, 2024 March 31, 2023 Non-current assets 687.29 638.03 Current assets 278.78 305.30 Non-current liabilities 425.65 486.06 Current liabilities 455.12 404.63 Equity attributable to the owner of the company 64.86 40.70 Non Controlling Interest (NCI) 20.44 11.95 Revenue 259.63 669.11 Expenses 216.33 671.03 * Classified as Wholly Profit / (loss) for the period 32.69 10.15 owned Subsidiary Profit / (loss) for the period attributable to the owner of the company 24.19 7.51 during the year FY 2024- Profit / (loss) for the period attributable to NCI 8 .50 2.64 25 Other comprehensive income for the period (0.03) - Other comprehensive income for the period attributable to the owner of the (0.03) - company Other comprehensive income for the period attributable to NCI (0.01) - Total comprehensive income for the period 32.65 10.15 Total comprehensive income for the period attributable to the owner of the 24.16 7.51 company Total comprehensive income for the period attributable to NCI 8 .49 2.64 Particulars - Chavare Engineering Private Limited March 31, 2025* March 31, 2024 March 31, 2023* Non-current assets 97.91 90.84 84.62 Current assets 528.36 358.99 366.39 Non-current liabilities 8.10 5 .33 4.71 Current liabilities 344.39 232.77 264.36 Equity attributable to the owner of the company 206.13 180.37 169.01 Non Controlling Interest (NCI) 67.64 31.37 12.93 Revenue 950.52 936.82 738.78 Expenses 849.23 881.21 711.96 Profit / (loss) for the period 73.48 40.27 19.07 Profit / (loss) for the period attributable to the owner of the company 37.48 20.54 9.72 Profit / (loss) for the period attributable to NCI 36.01 19.73 9.34 Other comprehensive income for the period 0.55 (2.66) 0.10 Other comprehensive income for the period attributable to the owner of the 0.28 (1.36) 0.05 company Other comprehensive income for the period attributable to NCI 0.27 (1.30) 0.05 Total comprehensive income for the period 74.04 37.61 19.16 Total comprehensive income for the period attributable to the owner of the 37.76 19.18 9.77 company Total comprehensive income for the period attributable to NCI 36.28 18.43 9.39 448SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 5 5 Segment reporting The Group has three principal operating and reporting segments; viz. Waste Water Treatment, Solid Waste Treatment, Automation - Chavare Engineering. Waste Water Treatment Segment ( "WWT") - Core operations of this segment includes providing design and engineering, technologies, and manufacturing and supply of equipment for the treatment of wastewater. Revenue of WWT segment is primarily from C-Tech technology package which includes design and engineering solutions, advanced technology, and supply of key equipment such as decanters (including its core parts), diffusers, air blowers, fibre disc filters, sludge drying system, and PLC / SCADA-based automation solutions, O&M services and supply of spares for WWT. Solid Waste Treatment Segment ("SWT") - - Core operations of this segment includes providing technology solutions for solid waste treatment comprising design, engineering, turnkey solutions and operations and maintenance. It also includes providing technology solutions comprising design, engineering, turnkey solutions and O&M for processing multiple agricultural biomass to produce biogas, which can be further converted into bio-CNG or electricity. Automation - Chavare Engineering - Cores Operations of this segment includes manufacturing of LV control panels, implementation of PLC & SCADA based automation systems, electrical & automation turnkey projects carried out by Chavare Engineering Pvt. Ltd The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting: a)RevenueandExpenseshavebeenidentifiedtoasegmentonthebasisofrelationshiptooperatingactivitiesofthesegment.RevenueandExpenseswhichrelatetoenterpriseasawholeandarenot allocable to a segment on reasonable basis have been disclosed as “Unallocable”. b)SegmentAssetsandSegmentLiabilitiesrepresentAssetsandLiabilitiesinrespectivesegmentstotheextentthoseareregularlyreviewedorprovidedtochiefoperatingdecisionmaker.Investments, taxrelatedassetsandotherassetsandliabilitiesthatcannotbeallocatedtoasegmentonreasonablebasisandthosewhicharenotregularlyreviewednorprovidedtochiefoperatingdecisionmaker have been disclosed as “Unallocable”. 449SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) A) Primary Segment information For year ended March 31, 2025 Waste Particulars Solid Waste Automation - Water Unallocable Total Treatment Chavare Treatment Engineering 1. Segment Revenue: 4,692.11 1,193.56 1,174.83 - 7,060.49 Less : Inter-segment revenue - - - 81.92 - - 81.92 Revenue from Operations 4,692.11 1,193.56 1,092.91 - 6,978.58 2. Segment Result before interest, 1,630.43 3 70.39 1 13.36 - 36.89 2,077.30 tax & depreciation: Inter-segment margins & adjustment 2.70 for unrealised gains Depreciation and amortisation 1 78.41 Finance costs 1 33.71 Other income 2 85.85 Impairment gain - Profit Before Tax and Exceptional 2 ,053.73 Items Exceptional Item (Net of Tax) - Profit Before Tax 2,053.73 Tax Expense 5 32.31 Share in profit/(loss) after tax of joint - 1.34 ventures/associates (net) Profit for the year 1 ,520.08 Less : Non-controlling interest 79.49 Profit for the year attributable to 1,440.60 Owners of the Company 450SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 3. Other information (i) Segment assets 4,177.31 2,365.72 7 81.85 4,130.99 1 1,455.87 Less : Inter-segment assets & - 1,461.14 adjustment for unrealised gains Consolidated total assets 9 ,994.73 (i) Segment liabilities 3 32.79 1,156.86 5 01.70 8,706.06 1 0,697.41 Less : Inter-segment liabilities & -702.68 adjustment for unrealised gains Consolidated Total equity and 9 ,994.73 liabilities *FortheyearendedMarch31,2025,anInsuranceclaimofINR5.20MillionincludedinOtherIncomeinRestatedConsolidatedStatementofProfitandLoss,pertainstoWWTsegmentandhencehas been considered in Segment Result before interest, tax & depreciation of WWT for Segment Reporting. For year ended March 31, 2024 For year ended March 31, 2023 Automation - Waste Waste Automation - Particulars Solid Waste Chavare Solid Waste Water Unallocable Total Water Chavare Unallocable Total Treatment Engineering Treatment Treatment Treatment Engineering 1. Segment Revenue: 5,244.35 5 01.88 9 32.93 - 6,679.16 3,771.37 7 33.42 7 37.61 - 5,242.40 Less : Inter-segment revenue - - -104.21 - -104.21 - - -47.92 - - 47.92 Revenue from Operations 5 ,244.35 5 01.88 8 28.72 - 6 ,574.95 3 ,771.37 7 33.42 6 89.69 - 5 ,194.47 - 2. Segment Result before interest, 1,716.30 1 70.08 4 9.44 - 0.33 1,935.50 9 04.74 2 76.59 3 1.27 1.31 1,213.91 tax & depreciation: Inter-segment margins & adjustment - 4.74 2 6.81 for unrealised gains Depreciation and amortisation 1 24.58 5 9.08 Finance costs 88.26 36.04 Other income 190.71 113.78 Impairment gain 1.79 - Profit Before Tax and Exceptional 1 ,910.40 1 ,259.38 Items 451SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Exceptional Item (Net of Tax) - - Profit Before Tax 1,910.40 1,259.38 Tax Expense 4 92.74 3 24.42 Share in profit/(loss) after tax of joint 2 4.06 1 3.13 ventures/associates (net) Profit for the year 1 ,441.73 9 48.09 Less : Non-controlling interest 25.66 9.28 Profit for the year attributable to 1,416.07 938.81 Owners of the Company 3. Other information (i) Segment assets 3,527.36 2,220.73 5 27.54 4,038.65 1 0,314.27 2,035.75 1,083.10 4 51.01 3,510.55 7,080.41 Less : Inter-segment assets & - 1,264.86 -992.68 adjustment for unrealised gains Consolidated total assets 9 ,049.41 6 ,087.73 (i) Segment liabilities 2 96.89 1,210.29 3 18.55 7,917.50 9,743.24 1 08.74 7 03.25 2 69.06 5,876.26 6,957.32 Less : Inter-segment liabilities & -693.82 -869.59 adjustment for unrealised gains Consolidated Total equity and 9 ,049.41 6 ,087.73 liabilities 452SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) B) Secondary Segment Information For year ended March 31, 2025 For year ended March 31, 2024 For year ended March 31, 2023 Particulars Other Foreign Other Foreign Other Foreign India Total India Total India Total Countries Countries Countries External Revenue 6,793.84 184.74 6 ,978.58 6,376.15 198.80 6 ,574.95 4,924.09 270.38 5 ,194.47 Non Current Assets* 1,676.43 2.53 1 ,678.96 1,197.43 3.80 1 ,201.23 657.82 4.00 6 61.82 *Non-Current assets exclude financial instruments and deferred tax assets. C) Information about major customers - Revenue contributed by each single external customer which is 10% or more of the Group’s total revenue. For year ended March 31, 2025 For year ended March 31, 2024 For year ended March 31, 2023 Particulars Rs. In Million Identity of Segment Rs. In Million Identity of Segment Rs. In Million Identity of Segment External Customer 1 1,169.61 Solid Waste Treatment NA NA 5 94.67 Solid Waste Treatment External Customer 2 7 69.33 Waste Water Treatment NA NA 6 05.79 Waste Water Treatment External Customer 3 NA NA 7 07.94 Waste Water Treatment NA NA External Customer 4 NA NA NA NA 8 21.21 Waste Water Treatment 453SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 56 Fair values of financial assets and financial liabilities The fair value of loans, cash and cash equivalents, trade receivables, other current financial assets, trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments. The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security and term deposits are not significantly different from the carrying amount. Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term deposits, and other financial assets. Fair value hierarchy The following is the hierarchy for determining and disclosing the fair value of financial instruments by 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). No financial assets/liabilities have been valued using level 1 fair value measurements. The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis: As at March 31, 2025 Carrying amount Fair value Significant Particulars Quoted Price in active Significant observable FVTPL FVTOCI Amortised cost Total unobservable inputs Total markets (Level 1) inputs (Level 2) (Level 3) Financial assets Trade receivables - Non-current - - 523.25 523.25 - - 523.25 523.25 Investments - Non-current - - 87.79 87.79 - - 87.79 87.79 Loans - Non-current - - 101.07 101.07 - - 101.07 101.07 Other financial assets - Non-current - - 205.90 205.90 - - 205.90 205.90 Trade receivables - Current - - 4 ,350.46 4 ,350.46 - - 4 ,350.46 4 ,350.46 Cash and cash equivalents - Current - - 375.44 375.44 - - 375.44 375.44 Other bank balance - Current - - 985.07 985.07 - - 985.07 985.07 Loans - Current - - 180.32 180.32 - - 180.32 180.32 Other Financial Asset - Current - - 181.93 181.93 - - 181.93 181.93 Financial Liabilities Borrowings - Non Current - - 494.93 494.93 - 491.03 3.90 494.93 Lease Liability - Non Current - - 475.58 475.58 - - 475.58 475.58 Borrowings - Current - - 342.14 342.14 - 222.42 119.72 342.14 Lease Liability - Current - - 55.93 55.93 - - 55.93 55.93 Trade payables - - 931.70 931.70 - - 931.70 931.70 Other Financial Liabilities - Current - - 278.28 278.28 - - 278.28 278.28 454SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) As at March 31, 2024 Carrying amount Fair value Significant Particulars Quoted Price in active Significant observable FVTPL FVTOCI Amortised cost Total unobservable inputs Total markets (Level 1) inputs (Level 2) (Level 3) Financial assets Trade receivables - Non-current - - 533.78 533.78 - - 533.78 533.78 Investments - Non-current - - 48.69 48.69 - - 48.69 48.69 Loans - Non-current - - 80.00 80.00 - - 80.00 80.00 Other financial assets - Non-current - - 159.60 159.60 - - 159.60 159.60 Trade receivables - Current - - 3 ,411.36 3 ,411.36 - - 3 ,411.36 3 ,411.36 Cash and cash equivalents - Current - - 77.32 77.32 - - 77.32 77.32 Other bank balance - Current - - 1 ,808.74 1 ,808.74 - - 1 ,808.74 1 ,808.74 Loans - Current - - 201.98 201.98 - - 201.98 201.98 Other Financial Asset - Current - - 141.46 141.46 - - 141.46 141.46 Financial Liabilities Borrowings - Non Current - - 461.05 461.05 - 457.15 3.90 461.05 Lease Liability - Non Current - - 104.82 104.82 - - 104.82 104.82 Borrowings - Current - - 930.52 930.52 - 79.44 851.08 930.52 Lease Liability - Current - - 28.02 28.02 - - 28.02 28.02 Trade payables - - 1 ,107.14 1 ,107.14 - - 1 ,107.14 1 ,107.14 Other Financial Liabilities - Current - - 230.16 230.16 - - 230.16 230.16 As at March 31, 2023 Carrying amount Fair value Significant Particulars Quoted Price in active Significant observable FVTPL FVTOCI Amortised cost Total unobservable inputs Total markets (Level 1) inputs (Level 2) (Level 3) Financial assets Trade receivables - Non-current - - 557.59 557.59 - - 557.59 557.59 Investments - Non-current 190.23 - 357.67 547.90 - 190.23 357.67 547.90 Loans - Non-current - - 61.61 61.61 - - 61.61 61.61 Other financial assets - Non-current - - 263.99 263.99 - - 263.99 263.99 Trade receivables - Current - - 1 ,824.79 1 ,824.79 - - 1 ,824.79 1 ,824.79 Cash and cash equivalents - Current - - 226.48 226.48 - - 226.48 226.48 Other bank balance - Current - - 1 ,020.75 1 ,020.75 - - 1 ,020.75 1 ,020.75 Loans - Current 2.46 2.46 - - 2.46 2.46 Other Financial Asset - Current - - 8.61 8.61 - - 8.61 8.61 Financial Liabilities Borrowings - Non Current - - 3.90 3.90 - - 3.90 3.90 Lease Liability - Non Current - - 13.71 13.71 - - 13.71 13.71 Borrowings - Current - - 460.18 460.18 - - 460.18 460.18 Lease Liability - Current - - 11.68 11.68 - - 11.68 11.68 Trade payables - - 1 ,077.71 1 ,077.71 - - 1 ,077.71 1 ,077.71 Other Financial Liabilities - Current - - 844.3515 84.31 - - 84.31 84.31SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 57 Risk management Framework The Group's principal financial liabilities comprises of of borrowings, lease liabilities, trade payables and other financial liabilities.The main purposeof thesefinancial liabilitiesistofinancetheGroup’soperations.TheGroup'sprincipalfinancialassetsincludeinvestments,loans,tradereceivables,cashandcashequivalents,otherbank balancesandotherfinancialassetsthatderivedirectlyfromitsoperations.TheGroupisexposedpreliminarytomarketrisk,creditriskandliquidityrisk.TheGroup'sprimary focus is to foresee the unpredictability of financial markets & seek to minimize potential adverse effects on its financial performance. (A) Market risk Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesthreetypes of risk: Foreign currency risk, interest rate risk and price risk. The Group's exposure to market risk is on account of foreign currency risk and interest rate risk. (i) Interest rate risk Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheGroup’sexposure totheriskofchangesinmarketinterestratesrelatesprimarilytotheGroup’sborrowingswithfloatinginterestrates.Thefixedrateborrowingsarecarriedatamortisedcost, hence,theyarenotsubjecttointerestraterisksincethecarryingamountandfuturecashflowswillnotfluctuatebecauseofchangeinmarketinterestrates.Theexposure of the Group's borrowings to interest rate changes at the end of reporting period are as follows: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Variable rate borrowings 816.72 1,317.04 4 60.18 Fixed rate borrowings 20.34 74.53 3.90 Total 837.07 1,391.57 4 64.08 456SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Group’s profit after tax is affected through the impact on floating rate borrowings, as follows: Increase/ decrease Effect on profit Particulars Effect on Equity in basis points after tax For period ended March 31, 2025 INR +100 (6.11) (6.11) INR -100 6.11 6.11 For period ended March 31, 2024 INR +100 (9.86) (9.86) INR -100 9.86 9.86 For Year period March 31, 2023 INR +100 (3.44) (3.44) INR -100 3.44 3.44 (ii) Foreign currency risk Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinforeignexchangerates.TheGroup’s exposuretotheriskofchangesinforeignexchangeratesrelatesprimarilytotheGroup’soperatingactivities(whenrevenueorexpenseisdenominatedinadifferent currency from the Group’s functional currency. Exposure to currency risk The Group's exposure to currency risk is as follows Exposure to currency risk March 31, 2025 March 31, 2024 March 31, 2023 Financial Assets Net financial assets- USD 32.26 41.84 41.11 Net financial assets- Euro 0.04 0.72 - Net financial assets- Other currencies 0.26 0.36 - 32.56 42.93 41.11 Financial liabilities Net financial liabilities- USD 393.06 7 75.02 5 94.09 Net financial liabilities- Euro 33.34 1.84 ( 12.82) Net financial liabilities- Other currencies 7.49 - - 433.89 776.86 581.27 Net exposure 401.33 733.93 5 40.16 457SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Foreign currency sensitivity ThefollowingtabledemonstratesthesensitivityinINRwithallothervariablesheldconstant.ThebelowimpactontheGroup'sprofit/(loss)aftertaxandontheGroup's equity is based on changes in the fair value of unhedged foreign currency monetary assets at balance sheet date: Effect on profit after tax Effect on equity Strengthening of Weakening of Strengthening of Weakening of Foreign Currency Foreign Currency Foreign Currency Foreign Currency As at March 31, 2025 USD (10% Movement) (27.00) 27.00 (27.00) 27.00 EURO (10% Movement) (2.49) 2.49 (2.49) 2.49 As at March 31, 2024 USD (10% Movement) (54.86) 54.86 (54.86) 54.86 EURO (10% Movement) (0.08) 0.08 (0.08) 0.08 As at March 31, 2023 USD (10% Movement) (41.38) 41.38 (41.38) 41.38 EURO (10% Movement) 0.96 (0.96) 0.96 (0.96) (B) Credit risk Creditriskistheriskoffinanciallossarisingfromcounterpartyfailuretorepayorservicedebtaccordingtothecontractualtermsandobligations.Creditriskencompassesof both,thedirectriskofdefaultandtheriskofdeteriorationofcreditworthinessaswellasconcentrationofrisks.Creditriskiscontrolledbyanalysingcreditlimitsandcredit worthinessofthecustomeroncontinuousbasistowhomthecredithasbeengrantedafterobtainingnecessaryapprovalsforcredit.Thefinancialinstrumentsthatare subject to concentration of credit risk principally consist of trade receivables and cash and bank equivalents. To manage credit risk, the Group follows a policy of providing credit to its customers based on prevailing market credit terms. The credit limit policy is established consideringthecurrenteconomictrendoftheindustryinwhichtheGroupisoperating.Also,thetradereceivablesaremonitoredonaperiodicbasisforassessingany significantriskofnon-recoverabilityofduesandprovisioniscreatedaccordingly.Thesereceivablesaremonitoredonaperiodicbasisforassessinganysignificantriskofnon- recoverability of dues and provision is created accordingly. TheGrouprecogniseslifetimeexpectedcreditlossesontradereceivableusingsimplifiedapproachbycomputingtheexpectedcreditlossallowancefortradereceivables basedonaprovisionmatrix.Theprovisionmatrixtakesintoaccounthistoricalcreditlossexperienceandisadjustedforforwardlookinginformation.Theexpectedcredit loss allowance is based on the ageing of the receivables that are due and rates used in provision matrix. Movement Table of allowance for impairment The Movement in the allowance for impairment in respect of trade receivables during the period was as follows: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening Balance 94.16 92.18 87.94 Opening Balance of Acquired Subsidiary - 0.98 - Provision for the period 7.46 1.00 4.24 Closing Balance 101.62 94.16 92.18 458SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (C) Liquidity risk LiquidityriskistheriskthattheGroupmaynotbeabletomeetitspresentandfuturecashandcollateral obligationswithout incurringunacceptable losses. The Group’s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of financial liabilities viz. borrowings, trade payables and other financial liabilities. ThecorporatefinancedepartmentoftheGroupisresponsibleforliquidityandfundingaswellassettlementmanagement.Inaddition,processesand policies related to such risks are overseen by senior management. Exposure to liquidity risk The table below summarizes the maturity profile of the Group’s financial liabilities (excluding finance cost obligation for future payments, as applicable): The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. As at March 31, 2025 Within 1 year 1 to 5 years More than 5 years Total Borrowings 346.90 413.44 78.96 839.30 Trade payables 931.70 - - 931.70 Lease liabilities 97.60 357.38 284.45 739.43 Other financial liabilities 278.28 - - 278.28 1,654.48 770.83 363.41 2,788.71 As at March 31, 2024 Within 1 year 1 to 5 years More than 5 years Total Borrowings 934.62 326.04 136.35 1,397.01 Trade payables 1,107.14 - - 1,107.14 Lease liabilities 39.50 122.59 1 .95 164.05 Other financial liabilities 236.20 - - 236.20 2,317.46 448.64 138.30 2,904.40 As at March 31, 2023 Within 1 year 1 to 5 years More than 5 years Total Borrowings 460.18 3 .90 - 464.08 Trade payables 1,077.71 - - 1,077.71 Lease liabilities 11.17 18.75 0 .75 30.67 Other financial liabilities 84.31 - - 84.31 1,633.38 22.65 0 .75 1,656.78 459SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 58 Secured Borrowing TheGrouphasenteredintovariousborrowingfacilitiesfromvariousBanks,forvariouspurposes.DisclosureinrespectoftermloanpursuanttoIndianAccountingStandards109on ‘Financial Instruments’ pertaining current and non current are as follows : i. Loan taken from Axis Bank for purpose of purchase of commercial property at floating rate of Repo Rate + 2.25% for a period of 84 months, repayable in monthly installment ending on July 2030. This credit facility is against primary security of collateral of office premises. This credit facility is also backed by personal guarantee of Mr. Sandeep Sudhakar Asolkar, director & promoter of the Company. ii. Loan taken from Axis Bank (disbursed in 2 tranches) for purpose of repayment of unsecured loan at floating rate of Repo Rate + 2.25% for a period of 84 months, repayable in quarterly installment ending on December 2030 (Tranche I) & March 2031 (Tranche II). This credit facility is against primary security of hypothecation of entire current assets (present and future), annuity receivables and lien of fixed or time Deposits. This credit facility is also backed by corporate guarantee of SFC Environmental Technologies Limited. iii. Loan taken from ICICI Bank (disbursed in 5 tranches) for the purpose of expansion at floating rate of Repo Rate + 2.50% for a period of 60 months after expiry of first mortorium of 12 months, repayable in monthly installment ending on September 2029 (for 4 Tranches) & October 2029 (for 1 Tranche). This credit facility is against primary security of hypothecation of current assets and movable fixed assets. This credit facility is also backed by personal guarantee of Mr. Sandeep Sudhakar Asolkar, director & promoter of the Company and corporate guarantee of SFC Environmental Technologies Limited. iv. Loan taken from ICICI Bank for the purpose of purchase of motor vehicle at fixed rate of 9.05% for a period of 60 months, repayable in monthly installment ending on November 2029. This credit facility is against primary security of hypothecation of motor vehicles. v.Fundbasedworkingcapitalfacilitieshasbeenreceivedfromvariousbanks,forthepurposeofworkingcapitalwithinterestraterangingfrom4.17%to9.85%p.a.(31March2024: 5.19%to9.75%p.a.,31March2023:6.22%to9.50%p.a.),whichisrepayableondemand.Thesaidfacilitiesareagainstprimarysecurity oflien offixed ortimeDeposits,primary hypothecation of current assets, guest houses, movable fixed assets, collateral ofoffice premises. The credit facility ofthe company and Pentagen Biofuels PrivateLimited isalso backedbypersonalguaranteeofMr.SandeepSudhakarAsolkar,director&promoteroftheCompany.Also,thecreditfacilityofChavareEngineeringPrivateLimitedandPentagen Biofuels Private Limited is backed by corporate guarantee of SFC Environmental Technologies Limited. vi. Bill discounted under letter of credit with usance period of upto 180 days. March 31, 2025 March 31, 2024 March 31, 2023 Non Current 491.03 457.15 - Current 325.69 914.39 460.18 TOTAL 816.72 1,371.55 460.18 460SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 59 Leases As a Leasee a The Group has entered into Finance Lease agreements as a lessee. Disclosure in respect of leases pursuant to Indian Accounting Standards 116 on ‘Leases’ pertaining to minimum lease rentals and the future minimum lease payments are as follows : As at As at As at Right of Use Asset March 31, 2025 March 31, 2024 March 31, 2023 Balance as at the beginning of the period 1 28.46 24.13 11.25 Additions during the period 4 77.20 128.13 20.94 Deletions during the period (32.54) - - Amortisation of ROU (30.51) (23.80) (8.05) Accumulated depreciation on disposal of ROU 14.86 Balance as at the end of the period 557.47 128.46 24.13 As at As at As at Lease Liabilities March 31, 2025 March 31, 2024 March 31, 2023 Current 55.93 28.02 11.68 Non - Current 475.58 104.82 13.71 Total Lease Liabilities 531.51 132.85 25.38 b Following are the carrying value of right of use assets for the period ended March 31, 2025; March 31, 2024 and March 31, 2023. Please refer note no. 6 for detailed presentation of fair value of right of use assets c Impact of adoption of Ind AS 116 is as follows: Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Decrease in lease rentals by (79.79) (26.72) (9.40) Increase in finance cost by 37.02 8 .79 2 .00 Increase in depreciation by 30.51 23.17 8 .05 Gain on Termination of lease (1.26) - - Net impact on profit/loss ( 13.53) 5.25 0.65 461SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Maturity analysis of lease liabilities– contractual undiscounted cash flows: d Particulars Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 Less than one year 97.60 3,77,09,667.79 11.17 One to five year 357.38 1 1,51,39,148.46 18.75 More than five year 284.45 7,50,001.20 0 .75 Total undiscounted lease liabilities as at 739.43 15,35,98,817.45 30.67 Discounted lease liabilities are included in the statement of financial position e The total cash outflow for leases for period ended 79.79 26.72 9 .40 General Description of leasing agreements: Leased Assets: Buildings & Vehicle Future Lease rentals are determined on the basis of agreed terms. At the expiry of lease terms, the Group has an option to return the assets or extend the term by giving notice in writing Lease agreements are generally cancellable and are renewable by mutual consent on mutually agreed terms. 60 Dividend Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Dividend on equity shares declared and paid during the year: Final dividend of Rs. NIL per equity share for year ended March 31, 2025 (March 31, 2024: Rs. 15 per equity share, March 31, 2023: Rs. - 93.41 269.46 45 per equity share ) Interim dividend Rs. 22 per equity share for year ended March 31, 2025 (March 31, 2024: Rs. NIL & March 31, 2023: Rs. NIL)* 3 11.37 - - Total 311.37 93.41 269.46 462SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 61 Corporate social responsibility The Group has constituted a Corporate Social Responsibility (CSR)Committee asper Section 135 and schedule VII of theCompanies Act, 2013 (theAct) read with theCompanies (Corporate Social Responsibility Policy) Rules 2014. The funds are utilised during the period on the activities which are specified in Schedule VII of the Act. The utilisation is done by way of direct contribution towards promoting education & health care, woman empowerment and contribution to Prime Minister's National Relief Fund. The details set below are for the amount spent by the Group A. Gross Amount required to be spent by the Group during the year : Rs.27.30 (in Millions) B Amount spent during the period: Particulars In Cash/Bank Yet to be paid in Total Cash/Bank (i) Construction/acquisition of any assets - - - (ii) On purpose other than (i) above 29.84 - 29.84 Particulars Year Ended Year Ended Year Ended March 31, 2025 March 31, 2024 March 31, 2023 (a) Amount required to be spent by the Group during the Year 29.87 17.94 12.94 (b) Excess Spend of previous year/s utilised (refer (f) below) (0.12) (0.02) (0.01) (c) Spend obligation for the year 29.75 17.93 12.93 (d) Amount of expenditure incurred 29.84 18.05 12.95 (e) Shortfall/(Excess) at the end of the Year (c - d) (0.09) (0.12) (0.02) (f) Total of previous years Excess/(shortfall) 0.12 0 .02 0 .01 (g) Excess amount on account of addition of subsidiary - - - (h) Reason for shortfall NA NA NA Contribution to promoting education Contribution to & health care, promoting health Contribution to the woman (i) Nature of CSR activities care and contribution Prime Minister's empowerment and to Prime Minister's National Relief Fund contribution to Prime National Relief Fund Minister's National Relief Fund 463SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) (j) Details of related party transactions NA NA NA (k) Provision for CSR for unspent amount - - - (l) Excess Carried Forward For next period (e) 0.09 0 .12 0 .02 62 Capital management Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintainoradjustthecapitalstructure,theGroupmayadjustthedividendpaymenttoshareholders,returncapitaltoshareholdersorissuenewshares.Nochangesweremadein the objectives, policies or processes during the period ended March 31, 2025; March 31, 2024 and March 31, 2023. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. The amount managed as capital by the Group are summarised as follows: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Borrowings 8 37.07 1 ,391.57 464.08 Lease Liability 5 31.51 132.85 25.38 Less: cash and cash equivalent ( 375.44) (77.32) ( 226.48) Net Debt 993.13 1,447.09 262.99 Total equity attributable to owners of the Parent 6,486.82 5,342.96 3,954.16 Total Capital employed 7,479.95 6,790.05 4,217.15 Gear Ratio 0.13 0.21 0.06 TheGroup’skeyobjectiveinmanagingitsfinancialstructureistomaximizevalueforshareholders,reducecostofcapital,whileatthesametimeensuringthattheGrouphasthe financial flexibility required to continue its expansion. 464SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 63 Events Occurring After The Reporting Period a. The Company has acquired 80% equity shares of IST Anlagenbau GmbH (“IST”), making it subsidiary of the Company for purchase consideration amounting to Euro 32,00,000.00 b.TheCompanyhasacquiredadditional12.77%equitysharesofSFCUmwelttechnikGmbH,anexistingsubsidiaryoftheCompanynowmakingit a wholly owned subsidiary of the Company for purchase consideration amounting to Euro 1,11,702.12 64 Investment in Subsidiary Acquisition of Hindustan Waste Treatment Private Limited ("HWTPL") OnOctober05,2023,theGroupacquiredcontroloverHWTPL,associatecompany(49%equitystake)throughacquisitionofbalance31%ofthe equity shares. HWTPL is an unlisted company specialising in the business of design, engineering, fabrication, procurement, equipment supply, erection&commissioningofMunicipalSolidWaste(MSW)treatmentplantsbasedondifferentvariantsofPPPmodelsuchasBuiltOwnOperate Transfer (BOOT), Design Built Finance Operate Transfer (DBFOT) or cash contracts such as EPC and Annuity projects and it render all type of services in relation to treatment of municipal solid waste. It also carries out operation and maintenance services of MSW plant, processing / treating waste to separate recyclables, convert waste into sustainable energy, generating compost, generating Refused Derived Fuel and remediation/biominingoflegacywastedumpsites.Theacquisitionhasbeenaccountedbyapplyingtheacquisitionmethodandaccordinglythe underlyingassets,liabilities,equity,income,expensesandcashflowsofHWTPLhavebeencombinedaftergivingeffecttonecessaryadjustments in the Consolidated Financial Statements. Gain on Bargain Purchase disclosure as on date of acquisition Particulars Amount Amount Acquisition date fair value of Net Assets 678.61 Proportionate share (80%) in fair value of net assets of HWTPL on the date of acquisition (A) 542.89 Carrying value of Group’s 49% stake in HWTPL as on the acquisition date (B) 332.52 Consideration paid in cash (C ) 151.96 Fair value of consideration (D= B + C) 484.48 Gain on Bargain Purchase (C= A - D) 58.41 465SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 65 Revenue from contracts with customers In case of Service Concession agreement (i)VasudhaWasteTreatmentPrivateLimited("VWT")isengagedinthebusinessofintegratedwastemanagement.VWThasenteredintoservice concessionarrangementwithGoaWasteManagementCorporation(GWMC)toDesign,Build,Finance,Operate,Transfer(DBFOT)basisatfacility atCacoraSouthGoaDistrict.Aspertheconcessionagreement,completeprojectrevenuetowardssettingupoftheplanthasbeenbilledbythe company to GWMC and out of such revenue 25% amount has been retented by GWMC as a concessionaire share of investment. Againstthisinvestment,VWTisentitledtoreceiveanAnnualCapitalGrantalongwithreturnonequityfor10yearsstartingfromFY2024.This service concession arrangement has been accounted under financial asset model. VWT recognizes financial asset (total annuity receivable) arising from service concession arrangement to the extent it has an unconditional contractual right to receive payment. Financial assets are initially recognized at their fair value. Subsequent to initial recognition, financial asset are recognized at amortized cost. (ii) Hindustan Waste Treatment Private Limited ("HWT") is engaged in the business of integrated municipal solid waste management. HWT has entered into service concession arrangement with Goa Waste Management Corporation (GWMC) for design,engineering, financing, construction, supply, installation, commissioning, performance run and operation and maintenance for a period of ten (10)years of 250 tons/per day (TPD) (Originally 100 TPD) capacity Municipal Solid Waste (MSW) Processing Facility based on Recycling & Sorting Line, Segregation, Bio-Methanation and In-Vessel Composting at Calangute/Saligaoin North District, Goa. This project is undertaken on DBFOT model (Design, Build, Financial, operate and Transfer). The Concession Agreement with GWMC, inter-alia, provides for the construction of the North Goa Plant (originally 100 TPD), which is to be handed over to GWMC at the end of the concession period of 10 years from FY 2016-17. For the construction service provided, HWT was to be paid over the concession period as per the concession agreement. This arrangement is accounted for under the Intangible Assets Model as per IND AS 115 - Revenue from Contracts with Customers, with the details outlined below: - The annual capital grant has been recorded as revenue under the head "sale of service" - The Cost incurred for the above services have been recognised as "Project Assets" under head "Intangible Asset" and has been amortised on systematic basis over the concession period. Contract Liabilities Movement in contract Liabilities during the year: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Balance as at April 01 103.62 98.50 127.41 Balance as at March 31 26.11 103.62 98.50 Net increase/(decrease) (77.51) 5.12 (28.91) Disaggregation of revenue For details of disaggregation of revenue, refer note 55 Segment Reporting. 466SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 66 Ratio analysis Remarks Year Ended March Year Ended March Ratios Numerator Denominator % change 31, 2025 31, 2024 Mainly due to relative increase in working capital Current Ratio (times) Current assets Current Liabilities 3.25 2.54 27.78% (primarily trade receivables) Mainly due to relative increase in Total Equity on account Debt to Equity Ratio (times) Total Debt Total Equity 0.13 0.25 -49.07% of Profits during the fiscal. Earnings available for Debt Service Coverage Ratio (times) Debt Service 25.51 32.43 -21.32% NA debt service Return on Equity Ratio (%) Net profit after taxes Average Total Equity 24.84% 29.80% -16.65% NA Inventory Turnover Ratio (times) Cost of Goods Sold Average Inventory 3.32 3.70 -10.28% NA Trade receivable Turnover Ratio (times) Revenue from operations Average Trade receivable 1.58 2.08 -23.85% NA Trade payable Turnover Ratio (times) Cost of Goods Sold Average Trade Payables 3.36 3.09 8.69% NA Net capital turnover ratio (times) Revenue from operations Working Capital 1.38 1.56 -11.68% NA Net profit ratio (%) Net profit after taxes Revenue from operations 21.78% 21.93% -0.66% NA Earning before interest Return on capital employed (%) Capital Employed 29.29% 28.56% 2.58% NA and taxes Income from Fixed Return on investment (%) Average Fixed Deposits 7.98% 7.75% 2.95% NA Deposits 467SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) Year Ended March Year Ended March Remarks Ratios Numerator Denominator % change 31, 2024 31, 2023 Current Ratio (times) Current assets Current Liabilities 2.54 2.11 20.49% NA Mainly due to term loan from bank availed during the Debt to Equity Ratio (times) Total Debt Total Equity 0.25 0.11 117.17% year Earnings available for Mainly due to term loan from bank availed during the Debt Service Coverage Ratio (times) Debt Service 32.43 67.55 -52.00% debt service year Return on Equity Ratio (%) Net profit after taxes Average Total Equity 29.80% 25.44% 17.12% NA Inventory Turnover Ratio (times) Cost of Goods Sold Average Inventory 3.70 5.04 -26.55% Mainly due to relative increase in closing inventory Trade receivable Turnover Ratio (times) Revenue from operations Average Trade receivable 2.08 2.48 -16.27% NA Trade payable Turnover Ratio (times) Cost of Goods Sold Average Trade Payables 3.09 3.19 -3.28% NA Net capital turnover ratio (times) Revenue from operations Working Capital 1.56 2.51 -37.91% Mainly due to relative increase in working capital Net profit ratio (%) Net profit after taxes Revenue from operations 21.93% 18.25% 20.14% NA Earning before interest Return on capital employed (%) Capital Employed 28.56% 28.57% -0.03% NA and taxes Income from Fixed Return on investment (%) Average Fixed Deposits 7.75% 6.27% 23.57% NA Deposits 468SFC Environmental Technologies Limited (Formerly known as SFC Environmental Technologies Private Limited) Annexure VII Notes to Restated Consolidated Financial Information CIN: U37003MH2005PLC152235 (Currency: Indian Rupees in Millions, unless otherwise stated) 67 Others i) The Group has not revalued any property, plant & equipment nor any intangible assets. ii) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property. iii) The Group does not hold any intangible assets under development and accordingly, no ageing nor completion schedule is provided. iv) The Group has utilised borrowings from banks or financial institutions for the purpose for which it was obtained. v) The Group has not been declared wilful defaulter by any bank or financial institution or government or any government authority. vi) The Group does not have any transactions with struck off companies. vii)TheGrouphasnotsatisfiedonechargewhichisyettoberegisteredwithROCbeyondthestatutoryperiod.Thechargeistowardsmotorcarloanwiththe RegistrarofCompanies,Mumbai(ROC)foravalueofRs.21.91Lacs.TheGroupisintheprocessofreleasingthechargeregisteredwiththeROCandhasreceived theNoCfrombankdatedAugust20th,2021.TheGrouphadmailedtheformtotheBankdatedSeptember14,2021.Thereasonfordelayinsatisyingthecharge registered with ROC is due to pendancy of digitally signed form to be received from bank. viii)TheGrouphasnosuchtransactionwhichis notrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthe 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)TheGrouphascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwiththeCompanies(Restrictiononnumberof Layers) Rules, 2017. x) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial period. xi) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understandingthattheIntermediaryshall:(a)directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalf of the Group (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. xii)TheGrouphasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedin writingorotherwise)thattheGroupshall:(a)directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 68 Previous period figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of the Act. As per our examination report of even date attached 69 Any discrepancies in any amount in Restated Consolidated Financial Information between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal. For G B C A & Associates LLP For and on behalf of Board of Directors Chartered Accountants SFC Environmental Technologies Limited FRN: 103142W / W100292 (Formerly known as SFC Environmental Technologies Private Limited) Yogesh R. Amal Sandeep Sudhakar Asolkar Sarvesh Kumar Garg Mandar Dinkar Desai Partner Chairman & Managing Director Executive Director Chief Executive Officer Membership No. 111636 DIN: 00097828 DIN: 06873116 Place: Mumbai Place: Navi Mumbai Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Date: August 13, 2025 Amit Anil Sawant Shweta Deshpande Chief Financial Officer Company Secretary M. No.: A-67764 Place: Navi Mumbai Place: Navi Mumbai Date: August 13, 2025 Date: August 13, 2025 469OTHER FINANCIAL INFORMATION Accounting ratios derived from the Restated Consolidated Financial Information The accounting ratios derived from the Restated Consolidated Financial Information required to be disclosed under the SEBI ICDR Regulations are set forth below. The table below should be read in conjunction with the sections titled “Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 47, 353 and 472, respectively: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Earnings per Equity Share (basic)1 (in ₹) 15.42 15.16 10.05 Earnings per Equity Share (diluted)2 (in ₹) 15.42 15.16 10.05 Return on Net worth3 (in %) 24.36 30.46 25.93 Net Asset Value per Equity Share4 (in ₹) 69.44 57.20 42.33 Operating EBITDA5 (in ₹ million) 2,074.80 1,932.54 1,240.72 Notes: 1. Basic EPS = Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year considering the impact of the Scheme of Amalgamation. 2. Diluted EPS = Restated profit for the year attributable to equity shareholders of the Company divided by weighted average number of equity shares outstanding during the year adjusted for the effects of all dilutive potential equity shares, if any considering the impact of the Scheme of Amalgamation. 3. Return on Net Worth (%) = Profit after tax attributable to owners / Average Net worth (Average Net Worth is calculated as the arithmetic average of the opening and closing balance of Net Worth). 4. Net asset value per share = Net worth (excluding Non-Controlling Interest) as restated / weighted average number of equity shares outstanding at the end of the year adjusted for the subdivision of the equity shares and issue of bonus shares, in accordance with principles of Ind AS 33. 5. Operating EBITDA is calculated as profit before tax, depreciation and amortisation expense and finance costs less share of profit of joint ventures / associate and other income as per the Restated Consolidated Financial Information. In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company as at and for Fiscals 2025, 2024 and 2023 and of our material subsidiaries, for Fiscals 2025, 2024 and 2023 (collectively, the “Audited Standalone Financial Statements”) are available on our website at https://www.sfcenvironment.com/investors/financial-highlights/financial-statements-of-sfc. Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited Standalone Financial Statements of our Company and material subsidiaries and the reports thereon do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Standalone Financial Statements and the reports thereon should not be considered as part of information that any investor should consider subscribing for or purchase any securities of our Company or any entity in which our Shareholders have significant influence and should not be relied upon or used as a basis for any investment decision. None of the entities specified above, nor any of their advisors, nor BRLMs or any of the Selling Shareholders, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Audited Standalone Financial Statements, or the opinions expressed therein. Related Party Transactions For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24 ‘Related Party Disclosures’ for the Fiscals 2025, 2024 and 2023, read with the SEBI ICDR Regulations, and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial Information – Note 52 - Related Party Disclosures” on page 436. 470CAPITALISATION STATEMENT The following table sets forth our capitalisation as of March 31, 2025, derived from our Restated Consolidated Financial Information. The table below should be read in conjunction with the sections titled “Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 47, 353 and 472, respectively: (in ₹ million, unless otherwise stated) Partic ulars# Pre-Offer as at As adjusted for the March 31, 2025 Offer* Debt Non-current Liabilities - Borrowings (including current maturities) (A) 598.20 [●] Current Liabilities - Borrowings (B) 238.86 [●] Total borrowings (C = A + B) 837.07 [●] Equity share capital (D) 186.82 [●] Other equity (E) 6,300.00 [●] Non Controlling Interests (F) 140.77 [●] Total equity (G = D + E + F) 6,627.59 [●] Debt / Equity Ratio (H= C/G) 0.13 [●] Non-current Liabilities - Borrowings / Total Equity (I = A / G) 0.09 [●] Current Liabilities - Borrowings / Total Equity (J = B / G) 0.04 [●] Notes: i. The corresponding post Offer capitalization data for each of the amounts given in the above table is not determinable at this stage pending completion of the book building process and therefore has not been provided in the above statement. ii. The above statement does not include lease liability as per Ind AS 116 disclosed under the Restated Consolidated Financial Information. 471MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to convey management’s perspective on our financial condition and results of operations for the Fiscals 2025, 2024 and 2023. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Restated Consolidated Financial Information as of and for Fiscals 2025, 2024 and 2023, including the related annexures. Unless otherwise indicated or context otherwise requires, the financial information for Fiscals 2025, 2024 and 2023, included herein is derived from the Restated Consolidated Financial Information, included in this Draft Red Herring Prospectus. For further information, see “Restated Consolidated Financial Information” and “Summary Financial Information” on pages 353 and 97. Our Fiscal year ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12-month period ended March 31 of that year. The industry information contained in this section is derived from the industry report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, which is exclusively prepared for the purposes of the Offer and issued by Frost & Sullivan and is commissioned and paid for by our Company (“F&S Report”). Frost & Sullivan was appointed pursuant to the engagement letter dated February 28, 2024, as extended on May 26, 2025. We commissioned and paid for the F&S Report for the purposes of confirming our understanding of the industry specifically for the purposes of the Offer. The F&S Report is available on the website of our Company at https://www.sfcenvironment.com/investors/financial-highlights/industry-reports. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further information, please see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking statements as a result of factors such as those set forth under “Forward-Looking Statements” and “Risk Factors” on pages 27 and 47, respectively. OVERVIEW For an overview of our business, please see “Our Business - Overview” on page 260. SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS Ability to effectively execute and expand our Order book Our order book and the new projects that we have bid for and will continue to bid for in the future will have an effect on the revenues we will earn in the future. Wastewater Treatment (WWT) Segment: As at March 31, 2025, we had an order book of ₹4,597.53 million for the WWT segment, which amounted to 97.98% of our revenue from operations from WWT segment for Fiscal 2025.As of March 31, 2025, March 31, 2024 and March 31, 2023, we had an order book in the WWT segment of ₹4,597.53 million, ₹6,564.47 million and ₹5,574.20 million, respectively. Solid Waste Treatment (SWT) Segment: As at March 31, 2025, we had an order book of ₹1,006.34 million of SWT segment, which amounted to 84.31% of our revenue from operations from SWT segment for Fiscal 2025.As of March 31, 2025, March 31, 2024 and March 31, 2023, we had an order book in the SWT segment of ₹1,006.34 million, ₹1,287.87 million and ₹858.32 million respectively. Wastewater Recycling and Reuse (WRR) Segment: The order book building for the new WRR segment has started 472from Fiscal 2026 on receipt of our first WRR order in July 2025. Our order book, the likelihood of the completion of contracts reflected in our order book and the period over which such contracts are likely to be executed, may vary significantly based on the product or service, and various factors that may affect our operations or the time period within which we are able to execute such contracts. Even where a project proceeds as scheduled, it is possible that contracting parties may default or delay and fail to pay amounts owed. Any delay, cancellation or payment default could adversely affect our cash flow position, revenues and/or profit. Many of these factors may be beyond our control. Accordingly, the realization of our order book and the effect on our results of operations may vary significantly depending on the nature of such contracts, actual performance of such contracts, as well as the stage of completion of such contracts as of the relevant reporting date as it is impacted by applicable accounting principles affecting revenue and cost recognition. The value of the orders we receive and our ability to execute them in a timely manner therefore impacts our future performance. As we expand our order book, the modified terms of payments for new projects may necessitate higher working capital requirements and therefore impact our financial performance. Any cancellation of orders or termination of projects under construction by our customers may result in a reduction of our future revenue. Any delay in payments that are due and payable to us will affect our operations and have an impact on our cash flows. This may result in an increase in our working capital borrowings thereby affecting our business and results of operations. Maintaining our customer relationships We believe that our continued relationship with our customers plays a significant role in determining our continued success and results of operations. Our relationship with these customers have thus been gradually strengthened by proving our reliability and quality over a period of time. The demand for our services and products from our customers has a significant impact on our results of operations and financial condition. Over the years, we have successfully executed a diverse portfolio of projects spanning various capacities and geographical locations. Set out below are details of our revenue attributable to repeat customers for the periods mentioned: Revenue from repeat Revenue from new Revenue from repeat Financial Year customers as a % of revenue customers as a % of revenue customers (in ₹ million) from operations from operations FY 2025 4,039.74 85.18% 14.82% FY 2024 4,691.84 89.96% 10.04% FY 2023 3,421.83 83.18% 16.82% Note: Revenues from repeat customers refer to the revenue generated from customers from whom our Company has derived revenues in any of the three preceding fiscal years for the respective financial year (on standalone basis). In the event that we lose any of our major customers or if the amount of business we receive from them is reduced for any reason, our cash flows and results of operations may be affected. Our arrangements with our customers also require us to meet certain standards and performance obligations and our failure to meet such specifications could result in a reduction of business from them, termination of contracts or additional costs and penalties, all of which may adversely impact our results of operations and financial condition. Technology and process innovation Over the years, we have developed a suite of proprietary technologies and engineering solutions. Our technology prowess and proficiency help us improve our service delivery and maintain and improve our margins and profitability. Our ability to stay abreast of such changes and provide commercially viable and marketable solutions to our customers plays a significant role in determining the attractiveness of our offering to customers. Our future success will depend substantially on our ability to respond to new technologies. Management of our costs, including those of our raw materials cost management through backward and forward integration Our ability to profitably expand our execution capabilities is dependent on our ability to efficiently manage our corresponding increase in expenditures and achieve timely completion and commissioning of our projects. We believe 473that our backward integration strategy will further enhance our operations and increase profitability by development and manufacture of key components, to achieve cost savings and improve profit margins. By increasing our backward integration measures, we will be in a position to control the quality and availability of materials which in turn will reduce reliance on external suppliers and enhance our ability to negotiate more favorable pricing from customers. We depend on external suppliers for our materials and components required and typically purchase materials and components on a purchase order basis and place such orders with them in advance on the basis of our anticipated requirements. As a result, the success of our business is significantly dependent on maintaining good relationships with our materials and component suppliers. Further, we source raw materials from a number of international suppliers as well as from vendors in India. Our supply arrangements are subject to price volatility caused by various factors such as market fluctuation, currency fluctuations, climatic and environmental conditions, production and transportation cost, changes in domestic as well as international government policies, and regulatory and trade sanctions. Changes in import duties also impact our cost materials consumed and consequently operating margins. If we cannot fully offset increases in material prices with increases in the prices for our services and products, we will experience lower margins. Our execution capabilities Our projects for SWT segment are typically awarded through a competitive bidding process. This process therefore involves pre-qualifying for bids based on the company’s technical and financial strengths, and an evaluation of the nature and value of contracts executed in the past to determine a company’s eligibility to bid for new projects. Further, the ability to strategically partner with other players also determines the outcome of pre-qualification and consequently the award of projects. While evaluating our performance in contracts previously executed, our project management capabilities are also assessed. This would require continuing and improving on our project management practices which includes amongst others efficient equipment and material sourcing, good communication between the site office and head office, and project planning and monitoring to suit the projects under execution. Our ability to continue implementation of such practices as our business grows would determine our overall performance, which is likely to impact our profitability. Availability of cost-effective funding sources As of June 30, 2025, our outstanding borrowings (fund based and non-fund based) (on a consolidated basis) aggregated to ₹1,522.76 million. Any increase in interest expense may have an adverse effect on our results of operations and financial condition. In cases, significant amounts of working capital are required to finance the performance of engineering, construction and other work on projects before payments are received from clients. Our finance costs are dependent on various external factors, including Indian and global credit markets and, in particular, interest rate movements and adequate liquidity. We believe that we have been able to maintain relatively stable finance costs. Our ability to maintain our finance costs at optimum levels will continue to have a direct impact on our profitability, results of operations and financial condition. MATERIAL ACCOUNTING POLICIES • Basis for Measurement The Restated Consolidated Financial Information have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 issued by Ministry of Corporate Affairs in respect of Section 133 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. In addition, the guidance notes / announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except if compliance with other statutory promulgations require a different treatment. • Statement of Compliance The Restated Consolidated Financial Information of the group, its associate and its joint ventures comprise the 474Restated Consolidated Balance Sheet as at March 31, 2025, March 31, 2024, March 31, 2023; the related Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity, and the Restated Consolidated Statement of Cash Flows for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 and the material accounting policies and Restated Consolidated Other Financial Information (together referred to as ‘Restated Consolidated Financial Information’). The Restated Consolidated Financial Information have been prepared on a going concern basis and accrual basis of accounting. The accounting policies, effective as on March 31, 2025 are applied consistently to all the periods presented in the Restated Consolidated Financial Information. The Restated Consolidated financial information comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the Act. These Restated Consolidated Financial Information have been prepared by the management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended issued by the Securities and Exchange Board of India (“SEBI”), in pursuance of the Securities and Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus in connection with the proposed initial public offering of equity shares of the Company comprising a fresh issue of Equity Shares and an offer for sale of Equity Shares held by the Selling Shareholders (the “Offer”), prepared by the in terms of the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”); and c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time (the “Guidance Note”). The Restated Consolidated Financial Information has been compiled by the Group from: Audited Consolidated Financial Statements of the Group, its associate and its joint ventures as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with Indian Accounting Standard (referred to “Ind AS”) as prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on August 13, 2025, August 08, 2024 and October 27, 2023 respectively. - Further, there were no changes in accounting policies during the period of these Financial Statements (Refer Annexure VI – “Statement of adjustments to restated consolidated financial information”); - There were no material amounts which have been adjusted for, in arriving at profit / loss of the respective periods. The Restated Consolidated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations: a. Adjustments for reclassification / regrouping of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the Restated Consolidated Financial Information for the year ended March 31, 2025 and the requirements of the SEBI ICDR Regulations, if any; (Refer Annexure VI – “Statement of adjustments to restated consolidated financial information”); b. do not require any adjustments for modifications as there is no modification in the underlying audit reports. The Restated Consolidated Financial Information for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were approved for issue in accordance with the resolution of the Board of Directors on August 13, 2025. These Restated Consolidated Financial Information are presented in Indian Rupees (INR), which is also the functional currency. All amounts have been rounded-off to the nearest million, unless otherwise indicated. 475• Basis of accounting and preparation and presentation of Restated Consolidated Financial Information The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the following assets and liabilities which are measured on an alternative basis on each reporting date: a) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments) b) Employee’s Defined Benefit Plan as per actuarial valuation. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. When measuring the fair value of an asset or a liability, the group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. • Significant accounting judgements, estimates and assumptions The preparation of these Restated Consolidated Financial Information in conformity with the recognition and measurement principles of Ind AS requires the management of the group to make estimates, assumptions and judgments that affect the reported balances of assets and liabilities, disclosures of contingent liabilities as at the date of the Restated Consolidated Financial Information and the reported amounts of income and expense for the periods presented. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates considering different assumptions and conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Impact on account of revisions to accounting estimates are recognised in the period in which the estimates are revised, and future periods are affected. The following are the critical estimates, assumptions and judgements that the management have made in the process of applying the Group’s accounting policies and that have a significant effect on the amounts recognized in the Restated Consolidated Financial Information: (a) Useful lives of Property, plant and equipment: Property, plant and equipment represent a significant proportion of the asset base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Group’s assets are determined by the Management at the time the asset is acquired and reviewed periodically. (b) Employee benefits: Employee benefit obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, employee benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. (c) Provision for income tax and deferred tax assets: The Group uses estimates and judgements based on the relevant rulings in the areas of revenue, costs, allowances and disallowances which is exercised while 476determining the provision for income tax. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period. (d) Provisions and contingent liabilities: The Group estimates the provisions that have present obligations as a result of past events, and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Group uses significant judgements to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the Restated Consolidated Financial Information. (e) Fair value measurement of financial instruments: When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as market risk, liquidity risk and credit risk. (f) Allowance for credit losses on receivables: The Group determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Group considered current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates. (g) Impairment of non-financial assets: The Group 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 Group 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. It is determined for an individual asset. 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 assessment of the time value of money and the risk specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share price for publicly traded subsidiaries or other available fair value indicators. (h) Impairment of Goodwill: Management reviews the carrying value of goodwill annually, to determine whether there has been any impairment by allocating the value of goodwill to a Cash Generating Unit (CGU). The Group has identified CGUs’ for this purpose, considering the nature of the businesses to which each of the CGU relates. Value in use i.e. the enterprise value of each CGU is aggregate of cash flow projections, for five years as approved by Management and beyond five years extrapolated using a long-term growth rate which ranges from 0% to 5%. Cash flow projections are discounted by a pre-tax discount rate, which ranges from 8% to 12%. The Management believes that any reasonably possible change in the above key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU. During the year ended March 31, 2025, the Group has determined that there is no impairment towards Goodwill. • Classification of Assets and Liabilities into Current / Non-Current The Operating Cycle of the Group is the time between the acquisitions of the assets for processing and their realisation in cash & cash equivalents. The Group has identified twelve months as its operating cycle for the purpose of current and non current classification of assets and liabilities. For the purpose of Balance Sheet, an asset is classified as current if: (a) It is expected to be realized, or is intended to be sold or consumed, in the normal operating cycle; or (b) It is held primarily for the purpose of trading; or (c) It is expected to realise the asset within twelve months after the reporting period; or 477(d) The asset is a cash or cash equivalent unless it is 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. Similarly, a liability is classified as current if: (a) It is expected to be settled in the normal operating cycle; or (b) It is held primarily for the purpose of trading; or (c) It is due to be settled within twelve months after the reporting period; or (d) The Group does not have an unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could result in its settlement by the issue of equity instruments at the option of the counterparty does not affect this classification. All other liabilities are classified as non-current. • Basis of Consolidation (a) Consolidation of Subsidiaries: The Restated Consolidated Financial Information comprise the financial statements of the Group and its associate and joint venture. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: i. Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); ii. Exposure, or rights, to variable returns from its involvement with the investee, and iii. The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: - The contractual arrangement with the other vote holders of the investee - Rights arising from other contractual arrangements - The Group’s voting rights and potential voting rights - The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated Consolidated Financial Information from the date the Group gains control until the date the Group ceases to control the subsidiary. Restated Consolidated Financial Information is prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Restated Consolidated Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Restated Consolidated Financial Information to ensure conformity with the Group’s accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company, i.e., year ended on March 31. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so. 478Consolidation procedure: - Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. - Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill. - Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the Restated Consolidated Financial Information. Ind AS 12 Income Taxes applies to temporary - differences that arise from the elimination of profits and losses resulting from intragroup transactions. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: - Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost - Derecognises the carrying amount of any non-controlling interests - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or deficit in profit or loss - Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or transferred directly to retained earnings, if required by other Ind ASs as would be required if the Group had directly disposed of the related assets or liabilities. (b) Associate and joint venture: An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining whether significant influence or joint control are similar to those necessary to determine control over the subsidiaries. The Group’s investments in its associate and joint venture are accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment individually. The Restated Summary Statement of profit and loss reflects the Group’s share of the results of operations of the associate and joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture. If an entity’s share of losses of an associate or a joint venture equal or exceeds its interest in the associate or 479joint venture (which includes any long-term interest that, in substance, form part of the Group’s net investment in the associate or joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the restated summary statement of profit and loss outside operating profit. The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and then recognises the loss as ‘Share of profit of an associate and a joint venture’ in the restated consolidated statement of profit and loss. Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. • Revenue from contracts with customers a) Revenue from operations: Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration. Revenue excludes taxes collected from customers on behalf of the government. Any amount receivable from customer are recognized as revenue at the point in time when control of the goods sold are transferred to the customer, generally on delivery of the goods. Revenue from services is recognised at the point in time when the performance obligation is satisfied, which typically coincides with the completion of the service or achievement of a delivery milestone when the customer obtains control. b) For Revenue from service concession arrangement accounted under financial asset model: - The entity recognizes financial asset arising from service concession arrangement to the extent it has an unconditional contractual right to receive payment. Financial assets are initially recognized at their fair value. - Contract cost is recognized as the total cost incurred towards the financial assets. Subsequent to initial recognition financial assets are recognized at amortized cost. c) For Revenue from service concession arrangement accounted under intangible asset model: - The total construction cost incurred is capitalized as part of the intangible asset. Post initial recognition, the intangible asset is carried at cost less accumulated amortization and impairment losses, in accordance with Ind AS 38, and is amortized systematically over the term of the concession arrangement. - Revenue from such contracts is recognized over time as per the terms of concession arrangement. d) Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged off in Statement of Profit and Loss immediately in the period in which such costs are incurred. 480e) The scrap sales arising directly due to operating activity is a part of revenue from operations. • Recognition of Dividend Income, Interest income or expense Interest income or expense is recognized using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: a) the gross carrying amount of the financial asset; or b) the amortized cost of the financial liability In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Interest income from other financial assets is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is recognized on time proportion basis taking into account the amount outstanding and the interest rate applicable. • Property, Plant & Equipment (PPE) PPE is recognised when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The initial cost of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use, less accumulated depreciation and accumulated impairment losses, if any. Cost includes professional fees related to the acquisition of PPE and for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Expenditure incurred after the PPE have been put into use such as repairs and maintenance, are charged to the Statement of Profit and Loss in the period in which the costs are incurred. Subsequent costs are included in the assets’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance cost are charged to the Statement of Profit and Loss during the period in which they were incurred. If significant parts of an item of PPE have different useful lives, then they are accounted for as separate items (major components) of PPE. Capital work in Progress: Expenditure during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifying PPE if any) is included under Capital Work-in-Progress, and the same is allocated to the respective PPE on the completion of their construction. Advances given towards acquisition or construction of PPE outstanding at each reporting date are disclosed as Capital Advances under “Other non-current Assets” Depreciation: Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided using written down value method, so as to write off the cost of the assets less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013, or in the case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life / residual value is accounted on prospective basis. In respect of additions 481to / deletions from the PPE, depreciation is provided on pro-rata basis with reference to the month of addition / deletion of the Assets. Gains or losses arising from de-recognition of a Property, Plant and Equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised. • Investment Property Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property is measured at cost. After initial recognition, the company measures investment property by using cost model. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any. The company depreciates the investment properties on written down value which is in line with the indicative useful life of relevant type of building mentioned in Part C of Schedule II to the Act. Though investment property is measured using cost model, the fair value of investment property is disclosed in the notes. • Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash generating units (CGUs)) that is expected to benefit from the synergies of the combination. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata based on the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. • Intangible assets Recognition and initial measurement Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Subsequent measurement (amortisation) All intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight- line basis over their estimated useful lives. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected future cash flows from the asset The cost thereof is amortised over a period of 5 years. The amortisation period and the amortisation method for intangible assets 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. Revenue expenditure on research is recognised as expense in the year in which it is incurred and are included with the respective nature of account heads in the standalone statement of profit and loss. Capital expenditure on research is shown as addition to property, plant and equipment and depreciation is computed in a manner prescribed for property, plant and equipment. 482De-recognition 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 standalone statement of profit and loss when the asset is derecognised. • Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as lessor Leases for which the group is a lessor are classified as finance or operating leases. Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of the lease. Subsequent to initial recognition, the group regularly reviews the estimated unguaranteed residual value and applies the impairment requirements of Ind AS 109, recognizing an allowance for expected credit losses on the lease receivables. Finance lease income is calculated with reference to the gross carrying amount of the lease receivables, except for credit impaired financial assets for which interest income is calculated with reference to their amortised cost (i.e. after a deduction of the loss allowance). Group as lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. The lease term of Group’s ROU assets which comprises Land and Buildings and Vehicles varies from 2 to 10 years. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. Right-of-use assets are subject to impairment test. The Company accounts for sale and lease back transaction, recognising right-of-use assets and lease liability, measured in the same way as other right of use assets and lease liability. Gain or loss on the sale transaction is recognised in statement of profit and loss. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term and are not paid at the commencement date, discounted by using the rate implicit in the lease. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest (using the effective interest 483method) and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Most of the contracts that contains extension terms are on mutual agreement between both the parties and hence the potential future rentals cannot be assessed. Certain contracts where the extension terms are unilateral are with unrelated parties and hence there is no certainty about the extension being exercised. The group uses weighted average incremental borrowing rate for lease liabilities measurement. - Financial Instruments a) Recognition and initial measurement: The Group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. b) Classification and subsequent measurement i. Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. ii. Financial assets at fair value through other comprehensive income (FVOCI): Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets. iii. Financial assets at fair value through profit or loss (FVTPL): Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in statement of profit and loss. This includes all derivative financial assets. iv. Financial liabilities: Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the standalone statement of profit and loss. c) Derecognition: i. Financial Assets: The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset or has assumed an obligation to pay the received cash flows to one or more recipient. Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset nor retained substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised 484if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset. ii. Financial Liabilities: A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying value of the financial liability and the consideration paid is recognised in statement of profit and loss. - Impairment of assets The carrying amounts of the Group’s assets are reviewed at each Balance Sheet date to determine whether there is any impairment. Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable amount is higher of an asset’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Impairment loss is recognized in the statement of profit and loss or against revaluation surplus, where applicable. If at the balance sheet date there is an indication that previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to maximum of depreciated historical cost. a) Non-derivative financial assets: In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of all financial assets subsequent to initial recognition other than financial assets measured at fair valued through profit and loss (FVTPL). For Trade Receivables the Group applies ‘simplified approach’ which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward-looking estimates are analysed. For other financial assets, the Group uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk since its initial recognition. If there is significant increase in credit risk since its initial recognition full lifetime ECL is used. The impairment losses and reversals are recognised in Statement of Profit and Loss. b) Impairment of non-financial Asset: At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of an asset or Cash Generating Unit (CGU) is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belong. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of an individual asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss to the extent, asset’s carrying amount exceeds its recoverable amount. - Inventories Inventories are valued after providing for obsolescence, as under: a) Raw materials, components, stores and spares at lower of cost or net realisable value. However, these items are considered to be realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost. b) Work-in-progress and Finished goods are valued at lower of cost or net realisable value. Cost includes cost of 485raw materials, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. c) Work-in-progress in respect of project is valued at lower of specifically identifiable cost or net realisable value. Cost is determined on weighted average basis which includes expenditure incurred for acquiring inventories like purchase price, import duties, taxes (net of tax credit) and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Assessment of net realisable value is made in each subsequent period and when the circumstances that previously caused inventories to be written-down below cost no longer exist or when there is clear evidence of an increase in net realisable value because of changed economic circumstances, the write-down, if any, in the past period is reversed to the extent of the original amount written- down so that the resultant carrying amount is the lower of the cost and the revised net realisable value. Provisions, contingent liabilities and contingent assets A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that is reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. A contingent asset is not recognised unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent asset are disclosed in the financial statements. Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date. - Employee benefits Employee benefits include provident fund and gratuity fund. a) Defined Contribution Plan: The Group’s contributions towards provident fund is defined contribution scheme. The Group’s contribution paid / payable under the schemes is recognised in the Statement of Profit and Loss on accrual basis during the period in which the employee renders the related service. b) Short-Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. and the expected cost of ex-gratia, if any are recognized in the statement of profit and loss in the period in which the employee renders the related service. c) Defined benefit plan: The Group’s gratuity benefit scheme with Life Insurance Corporation of India is a defined benefit plan. The Group’s net obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation at each balance sheet date by an independent actuary using the Projected Unit Credit Method, which 486recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans are based on the market yields on Government securities as at the balance sheet date. When the calculation results in a benefit to the Group, the recognized asset is limited to the net total of any unrecognized actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the statement of other comprehensive income. - Taxation The tax expenses comprise of current tax and deferred income tax charge or credit. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the Other Comprehensive Income or in Equity. In which case, the tax is also recognised in Other Comprehensive Income or Equity, respectively. Current Tax Current tax is determined as the amount of tax payable in respect of taxable income for the period. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on a net basis. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date. Deferred Tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the group’s financial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. Deferred tax liabilities are generally recognised for all taxable temporary differences at the reporting date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are generally recognised for all taxable temporary differences to the extent that is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets relating to unabsorbed depreciation / business losses are recognised and carried forward to the extent of available taxable temporary differences or where there is convincing other evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities. Transaction or event which is recognised outside profit or loss, either in other comprehensive income or in equity, is recorded along with the tax as applicable. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off the 487recognised amounts and there is an intention to settle the asset and the liability on a net basis. - Foreign currency transactions Transactions in currencies other than the Group’s functional currency are recorded on initial recognition using the exchange rate at the transaction date or at rates that closely approximate the rate at the date of the transaction. At each Balance Sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transactions. Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date are recognised in the Statement of Profit & Loss in the period in which they arise. - Cash and cash equivalent Cash and cash equivalents in the balance sheet comprise cash, cheque in hand, cash at banks and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. - Business combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. Acquisition-related costs are generally recognised in Consolidated Statement of Profit and Loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: 1. Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively; 2. Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date; and When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In case of bargain purchase, before recognising gain in respect thereof, the Group determines whether there exists clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. Thereafter, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and recognises any additional assets or liabilities that are identified in that reassessment. The Group then reviews the procedures used to measure the amounts that Ind AS requires for the purposes of calculating the bargain purchase. If the gain remains after this reassessment and review, the Group recognises it in other comprehensive income and accumulates the same in equity as capital reserve. This gain is attributed to the acquirer. If there does not exist clear evidence of the underlying reasons for classifying the business combination as a bargain purchase, the Group recognises the gain, after reassessing and reviewing, directly in equity as capital reserve. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non- 488controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of noncontrolling interests are measured at fair value or, when applicable, on the basis specified in another Ind AS. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in the Consolidated Statement of Profit and Loss. If the initial accounting for a business combination is incomplete by the end of the financial year, the provisional amounts for which the accounting is incomplete shall be disclosed in the financial statements and provisional amounts recognised at the acquisition date shall be retrospectively adjusted during the measurement period. During the measurement period, the group shall also recognise additional assets or liabilities if the new information is obtained about facts and circumstances that existed as of the acquisition date and if known, would have resulted in the recognition of those assets and liabilities as of that date. However, the measurement period shall not exceed the period of one year from the acquisition date. Business combinations involving entities or businesses under common control shall be accounted for using the pooling of interest method. - Investment in associates and joint venture entities An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but do not have control or joint control over those policies. A joint venture entity is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is a contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining whether significant influence or joint control, are similar to those necessary to determine control over the subsidiaries The Group’s investments in its associate and joint venture entities are accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture entities is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture / associates since the acquisition date. Transaction costs that the Group incurs in connection with Investment in Joint Ventures / associates are added to the cost of Investments. The consolidated statement of profit and loss reflects the Group’s share of the results of operations of the joint venture and associate entities. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture entities, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture entities are eliminated to the extent of the interest in the joint venture entities If an entity’s share of losses of a joint venture or associate equals or exceeds its interest in the associate or joint venture (which includes any long term interest that, in substance, form part of the Group’s net investment in the associate or joint venture), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. If the joint venture subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of a joint venture entities is shown on the face of the consolidated statement of profit and loss. The financial statements of the joint venture entities are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint venture entities. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture entities are impaired. If there is such evidence, the 489Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture entities and its carrying value, and then recognises the loss as ‘Share of profit of a joint venture entities’ in the consolidated statement of profit and loss. Upon loss of significant influence over associate entity / joint control over the joint venture entities, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associates entity / joint venture entities upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in the statement of profit and loss. - Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Board of directors of the Company has been identified as the Chief Operating Decision Maker which reviews and assesses the financial performance and makes the strategic decisions. - Earnings per share Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year and equity shares to be issued on conversion of mandatorily convertible instruments. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events such as bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares) 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 or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. - Dividend distribution to equity holders The Company recognises a liability to make cash or non-cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. - Cash flow statement Cash flows are reported using the indirect method, whereby the 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 regular revenue generating, investing and financing activities of the Group are segregated. Cash and cash equivalents in the cash flow statement comprise cash, cheque in hand, cash at banks and bank deposits with original maturity of three months or less. - Events after reporting date Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed. CHANGES IN ACCOUNTING POLICIES There have been no changes in our accounting policies during the Fiscals 2025, 2024 and 2023. INFORMATION ABOUT REVENUE SPLIT BY GEOGRAPHICAL AREA The following information discloses revenue from external customers based on geographical areas: 490(in ₹ million) Period Geography External Revenue India 6,793.84 Fiscal 2025 Outside India 184.74 Total 6,978.58 India 6,376.15 Fiscal 2024 Outside India 198.80 Total 6,574.95 India 4,924.09 Fiscal 2023 Outside India 270.38 Total 5,194.47 KEY COMPONENTS OF INCOME AND EXPENSES We report our income and expenditure in the following manner: Total income Our total income comprises our revenue from operations, other income and impairment gain on financial assets. Revenue from operations. Our revenue from operations primarily comprises revenue from contracts with customers and other operating revenues. Revenue from contracts with customer includes sale of goods and sale of services. Other operating revenues include interest of annuity, export benefits earned, sale of recyclables compost, scrap, supply of electricity and other operating income. Other income. Other income primarily comprises interest income under the effective interest method, interest income from customers, net gain on fair valuation of investment in mutual funds, net gain on foreign currency transactions, net gain on sale of property, plant & equipment, net gain on sale of investment property, insurance claim, rent income and miscellaneous income. Impairment gain on financial assets. Impairment gain on financial assets include impairment gain on trade receivables arising from contracts with customer. Expenses Our total expenses comprise purchases of stock-in-trade, cost of material consumed, project cost, changes in inventories, employee benefits expense, finance costs, depreciation and amortization expense, impairment loss on financial assets and other expenses. Purchases of stock-in-trade: It includes goods purchased normally with the intention to resell or trade in. Cost of material consumed. Cost of material consumed primarily consists of opening stock of raw materials, purchases as adjusted for closing stock of raw materials. Project cost. Project cost includes contract cost incurred for execution services in relation to the SWT facilities at North Goa and South Goa units. Changes in inventories. Changes in inventories of finished goods and work in progress represents the difference between the opening and closing stock of finished goods, work in progress and exchange difference on translation of foreign operations. Inventories at the beginning of the year includes finished goods and work in progress. Employee benefits expense. Our employee benefits expense primarily comprises salaries, wages and bonus, contribution to provident and other funds, gratuity, director’s remuneration, leave encashment expenditure and staff welfare expenses. Finance costs. Our finance costs primarily comprise interest expense on bank borrowings, other borrowings, interest 491on lease liabilities and other finance costs related to the credit facilities. Depreciation and amortization expense. Depreciation and amortization expense include depreciation on property, plant and equipment, depreciation of right-of-use assets, depreciation on investment property and amortization of intangible assets. Impairment losses on financial assets and contract assets. Impairment loss on financial assets and contract assets include impairment loss on trade receivables arising from contracts with customer. Other expenses. Our other expenses primarily comprises of other manufacturing expenses, transportation charges, legal and professional fees, travelling and lodging expenses, Marketing and Business Promotion, O&M expenses, insurance, rent, CSR expenses and repair and maintenance. Other comprehensive income Other comprehensive income comprises of items that will not be subsequently reclassified to profit or loss and items that may be reclassified to profit or loss. Our results of operations The following table sets forth select financial data derived from our restated consolidated statement of profit and loss for the Fiscals 2025, 2024 and 2023, and we have expressed the components of select financial data as a percentage of total income for such years: Fiscals 2025 2024 2023 Particulars (in ₹ (% of total (in ₹ (% of total (in ₹ (% of total million) income) million) income) million) income) Income Revenue from operations 6,978.58 96.00% 6,574.95 97.16% 5,194.47 97.86% Other income 291.06 4.00% 190.71 2.82% 113.78 2.14% Impairment gain on financial assets - - 1.79 0.03% - - Total Income 7,269.63 100.00% 6,767.44 100.00% 5,308.25 100.00% Expenses Purchases of stock-in-trade 1,274.64 17.53% 2,055.52 30.37% 2,516.36 47.40% Cost of material consumed 1,767.43 24.31% 1,220.24 18.03% 682.85 12.86% Project cost 287.49 3.95% 261.66 3.87% 15.45 0.29% Changes in inventories 93.40 1.28% -162.69 -2.40% -198.70 -3.74% Employee benefits expense 729.98 10.04% 600.00 8.87% 494.73 9.32% Finance costs 133.71 1.84% 88.26 1.30% 36.04 0.68% Depreciation and amortization expense 178.41 2.45% 124.58 1.84% 59.08 1.11% Impairment loss on financial assets 7.46 0.10% 2.78 0.04% 4.24 0.08% Other expenses 743.38 10.23% 666.69 9.85% 438.83 8.27% Total expenses 5,215.91 71.75% 4,857.04 71.77% 4,048.87 76.28% Restated profit before share of profit of 2,053.73 28.25% 1,910.40 28.23% 1,259.38 23.72% joint ventures and associate Share of profit/ (loss) of joint ventures and -1.34 -0.02% 24.06 0.36% 13.13 0.25% associate (Net) Restated profit before tax 2,052.39 28.23% 1,934.47 28.58% 1,272.51 23.97% Tax expense 532.31 7.32% 492.74 7.28% 324.42 6.11% Restated profit after Tax 1,520.08 20.91% 1,441.73 21.30% 948.09 17.86% Total other comprehensive income / (loss) -1.56 -0.02% 5.88 0.09% -3.32 -0.06% Total comprehensive income of the 1,518.52 20.89% 1,447.61 21.39% 944.76 17.80% year FISCAL 2025 COMPARED TO FISCAL 2024 Total income 492Our total income increased by 7.42% to ₹7,269.63 million for Fiscal 2025 from ₹6,767.44 million for Fiscal 2024. Revenue from operations. Our revenue from operations increased by 6.14% to ₹6,978.58 million for Fiscal 2025 from ₹6,574.95 million for Fiscal 2024. This net increase was primarily attributable to (i) an increase in our sale of services by 94.06% to ₹1,885.50 million for Fiscal 2025 from ₹971.58 million for Fiscal 2024; and (ii) an increase in other operating revenues by 27.49% to ₹168.31 million for Fiscal 2025 from ₹132.02 million for Fiscal 2024. Our sale of goods decreased by 9.99% to ₹4,924.77 million for Fiscal 2025 from ₹5,471.34 million for Fiscal 2024. Other income. Our other income increased by 52.62% to ₹291.06 million for Fiscal 2025 from ₹190.71 million for Fiscal 2024, primarily due to an increase in the interest income under the effective interest method to ₹153.46 million for Fiscal 2025 from ₹120.01 million for Fiscal 2024, increase in the Net gain on sale of Property, Plant & Equipment to ₹56.49 million for Fiscal 2025 from ₹16.42 million for Fiscal 2024, increase in the Net gain on sale of Investment Property to ₹39.61 million for Fiscal 2025 from ₹16.63 million for Fiscal 2024 and increase in the Interest income from Customers to ₹16.37 million for Fiscal 2025 from ₹5.07 million for Fiscal 2024. Expenses Our expenses increased by 7.39% to ₹5,215.91 million for Fiscal 2025 from ₹4,857.04 million for Fiscal 2024. Cost of Goods Sold: The cost of goods sold, which is the aggregate of our cost of raw materials consumed, purchase of stock-in-trade and increase / (decrease) in inventories of finished goods and work-in-progress, increased by 0.72% from ₹3,113.07 million in Fiscal 2024 to ₹3,135.47 million in Fiscal 2025. Project cost. The project cost increased from ₹261.66 million for Fiscal 2024 to ₹287.49 million in Fiscal 2025. Employee benefits expense. Employee benefits expense increased by 21.66% to ₹729.98 million for Fiscal 2025 from ₹600.00 million for Fiscal 2024, primarily due to an increase in salaries, wages and bonus by 15.18% to ₹546.87 million for Fiscal 2025 from ₹474.80 million for Fiscal 2024 as a result of an increase in our number of employees and growth in annual salaries. Finance costs. Finance costs increased by 51.49% to ₹133.71 million for Fiscal 2025 from ₹88.26 million for Fiscal 2024, primarily due to an increase in the interest expense on financial liabilities measured at amortized cost to ₹91.06 million for Fiscal 2025 from ₹64.75 million for Fiscal 2024 and an increase in interest expense on lease liabilities to ₹37.02 million for Fiscal 2025 from ₹8.79 million for Fiscal 2024. Depreciation and amortization expense. Depreciation and amortization expense increased by 43.21% to ₹178.41 million for Fiscal 2025 from ₹124.58 million for Fiscal 2024, predominantly due to a net increase in the gross carrying amount of property, plant and equipment and the resultant depreciation of property, plant and equipment, right of use assets during the fiscal year. Impairment loss on financial assets and contract assets. Impairment loss on financial assets and contract assets increased by 168.01% to ₹7.46 million for Fiscal 2025 from ₹2.78 million for Fiscal 2024, primarily due to impairment loss on trade receivables arising from contracts with customer. Other expenses. Our other expenses increased by 11.50% to ₹743.38 million for Fiscal 2025 from ₹666.69 million for Fiscal 2024, primarily on account of increase in repair and maintenance, Travelling and Lodging Expenses, marketing and business promotion expense and legal and professional fees in line with the corresponding growth in the revenue. Restated profit after tax for the year For the reasons discussed above, the restated profit after tax for the year increased by 5.43% to ₹1,520.08 million for Fiscal 2025 from ₹1,441.73 million for Fiscal 2024. Restated total other comprehensive profit for the year 493Primarily for the reasons discussed above, our restated total comprehensive profit for the year increased from ₹1,447.61 million for Fiscal 2024 to ₹1,518.52 million for Fiscal 2025. FISCAL 2024 COMPARED TO FISCAL 2023 Total income Our total income increased by 27.49% to ₹6,767.44 million for Fiscal 2024 from ₹5,308.25 million for Fiscal 2023. This increase was primarily due to a 26.58% increase in our revenue from operations from ₹5,194.47 million for Fiscal 2023 to ₹6,574.95 million for Fiscal 2024, coupled with a 67.61% increase in our other income from ₹113.78 million for Fiscal 2023 to ₹190.71 million for Fiscal 2024. Revenue from operations. Our revenue from operations increased by 26.58% to ₹6,574.95 million for Fiscal 2024 from ₹5,194.47 million for Fiscal 2023. This was primarily attributable to (i) an increase in our sale of goods by 35.89% to ₹5,471.34 million for Fiscal 2024 from ₹4,026.38 million for Fiscal 2023; and (ii) an increase in other operating revenues by 610.72% to ₹132.02 million for Fiscal 2024 from ₹18.58 million for Fiscal 2023. Our sale of services decreased by 15.48% to ₹971.58 million for Fiscal 2024 from ₹1,149.52 million for Fiscal 2023. Other income. Our other income increased by 67.61% to ₹190.71 million for Fiscal 2024 from ₹113.78 million for Fiscal 2023, primarily due to an increase in the interest income under the effective interest method to ₹120.01 million for Fiscal 2024 from ₹65.75 million for Fiscal 2023. Expenses Our expenses increased by 19.96% to ₹4,857.04 million for Fiscal 2024 from ₹4,048.87 million for Fiscal 2023. Cost of Goods Sold: The cost of goods sold, which is the aggregate of our cost of raw materials consumed, purchase of stock-in-trade and increase / (decrease) in inventories of finished goods and work-in-progress, increased by 3.75% from ₹3,000.51 million in Fiscal 2023 to ₹3,113.07 million in Fiscal 2024. The increase in cost of goods sold on account of increased sales volume was offset by reduction in such costs primarily on account of in-house manufacturing and cost-efficient procurements. Project cost. The project cost increased from ₹15.45 million for Fiscal 2023 to ₹261.66 million in Fiscal 2024, in line with the corresponding revenue from operations. Employee benefits expense. Employee benefits expense increased by 21.28% to ₹600.00 million for Fiscal 2024 from ₹494.73 million for Fiscal 2023, primarily due to an increase in salaries, wages and bonus by 28.64% to ₹474.80 million for Fiscal 2024 from ₹369.10 million for Fiscal 2023 as a result of an increase in our number of employees and growth in annual salaries. Finance costs. Finance costs increased by 144.92% to ₹88.26 million for Fiscal 2024 from ₹36.04 million for Fiscal 2023, primarily due to an increase in the interest expense on financial liabilities measured at amortized cost to ₹64.75 million for Fiscal 2024 from ₹19.81 million for Fiscal 2023 and an increase in interest expense on lease liabilities to ₹8.79 million for Fiscal 2024 from ₹2.00 million for Fiscal 2023. Depreciation and amortization expense. Depreciation and amortization expense increased by 110.88% to ₹124.58 million for Fiscal 2024 from ₹59.08 million for Fiscal 2023, predominantly due to a net increase in the gross carrying amount of property, plant and equipment and the resultant depreciation of property, plant and equipment, right of use assets during the fiscal year. Impairment loss on financial assets and contract assets. Impairment loss on financial assets and contract assets decreased by 34.38% to ₹2.78 million for Fiscal 2024 from ₹4.24 million for Fiscal 2023, primarily due to a decrease in the impairment loss on trade receivables arising from contracts with customer. Other expenses. Our other expenses increased by 51.92% to ₹666.69 million for Fiscal 2024 from ₹438.83 million for Fiscal 2023, primarily on account of increase in transportation charges, legal and professional fees, marketing and 494business promotion expense, rent and other manufacturing expenses in line with the corresponding growth in the revenue. Restated profit after tax for the year For the reasons discussed above, the restated profit after tax for the year increased by 52.07% to ₹1,441.73 million for Fiscal 2024 from ₹948.09 million for Fiscal 2023. Further, please see below rationale for the significant increase in PAT of our Company in Fiscal 2024 as compared to Fiscal 2023: Financial Key reasons for change from Fiscal 2023 to Fiscal Comparative details of Fiscal 2024 vs. Fiscal 2023 Parameter 2024 Unit Fiscal 2024 Fiscal 2023 a) Increased Order Book for WWT The order book of the Company for WWT has grown Order book at the end of significantly owing to general industry growth, the Fiscal 6,564.47 5,574.20 dominant market share of the Company, multiple large (in ₹ million) value contracts. b) Increased % WWT Order Book to revenue from operations from WWT segment As abovementioned % has decreased from Fiscal 2023 to Fiscal 2024 reflecting faster conversion of order % Order book at the end of book to sales. The internal factors, which contributed the Fiscal Revenue from to this are: (in ₹ million) to Revenue 125.17% 147.80% Operations a) Regular monitoring of project status and dispatches from operations from to ensure timely delivery. WWT segment for that b) Increased in-house manufacturing of products / Fiscal equipment, resulting in reduced delivery times compared to imports and better control over the supply chain. c) Consolidation of Total Income of Hindustan Waste Treatment Private Limited (HWT) HWT became subsidiary w.e.f. October 05, 2023, it’s in ₹ million 229.72 - consolidation as subsidiary has been done from October 05, 2023 i.e. Fiscal 2024 a) Increase Gross Margin # Gross Margin (in ₹ million) 3,200.23 2,178.52 Primarily, due to increase in house manufacturing and Gross Margin (as % of Operating 48.67% 41.94% efficient procurement, the company has seen Revenue from Operations) EBITDA improvement in the overall gross margins. b) Increase in revenue from operation from Fiscal in ₹ million 6,574.95 5,194.47 2023 to Fiscal 2024 - (as discussed above) PAT (₹ in a) Increase on account of operating EBITDA in ₹ million 1,932.54 1,240.72 million) (as discussed above) # Gross margin = Revenue from operations - Purchases of stock-in-trade - Cost of material consumed - Changes in inventories - Project cost. Restated total other comprehensive profit for the year The total comprehensive profit for the year increased by 53.22% from ₹944.76 million for Fiscal 2023 to ₹1,447.61 million for Fiscal 2024. CASH FLOWS AND CASH AND CASH EQUIVALENTS The following table sets forth our cash flows and cash and cash equivalents for the years indicated: (in ₹ million) Fiscals Particulars 2025 2024 2023 Net cash flow from Operating Activities 655.09 (116.94) 303.91 Net cash generated from / (used in) Investing Activities 708.27 (771.52) (112.87) Net cash flow used in Financing Activities (1,065.25) 721.37 (228.73) 495(in ₹ million) Fiscals Particulars 2025 2024 2023 Cash and cash equivalents at the end of the year 375.44 77.32 226.48 Total cash and cash equivalents 375.44 77.32 226.48 Operating activities For Fiscal 2025 Net cash flows from operating activities aggregated to ₹655.09 million for Fiscal 2025. Our profit for the year before tax of ₹2,052.39 million, was adjusted for depreciation and amortization expense of ₹178.41 million, finance costs of ₹133.71 million, bad debts written off ₹0.48 million, impairment loss on financial asset of ₹7.46 million, Exchange differences on translation of foreign operations of ₹1.36 million and share of loss of the associate companies (net) of ₹1.34 million. This was partially offset by interest income on fixed deposits of ₹111.45 million, interest income on loans given of ₹40.01 million, net gain on sale of fixed assets of ₹56.30 million, net gain on sale of investment property of ₹39.61 million and net gain on Termination of Lease of ₹1.26 million. Our changes in working capital for Fiscal 2025 primarily consisted of increase in other current liabilities of ₹252.36 million, decrease in inventories of ₹108.25 million and increase in other financial liabilities of ₹106.82 million. This was partially offset by increase in trade receivables of ₹936.52 million, decrease in trade payables of ₹175.44 million, increase in other non-current assets of ₹93.79 million, increase in other financial assets of ₹74.10 million, increase in other current assets of ₹47.06 million and decrease in provisions of ₹7.96 million. Fiscal 2024 Net cash flows from operating activities aggregated to ₹(116.94) million for Fiscal 2024. Our profit for the year before tax of ₹1,934.47 million, was adjusted for depreciation and amortization expense of ₹124.58 million, finance costs of ₹88.26 million, bad debts written off ₹10.09 million, impairment loss on financial asset of ₹1.00 million and Exchange differences on translation of foreign operations of ₹9.94 million. This was partially offset by interest income on fixed deposits of ₹109.65 million, interest income on loans given of ₹9.72 million, net gain on sale of fixed assets of ₹16.42 million, net gain on sale of investment property of ₹16.63 million and net gain on fair valuation of Mutual Funds of ₹11.72 million and share of profit of the associate companies (net) of ₹24.06 million. Our changes in working capital for Fiscal 2024 primarily consisted of increase in other current liabilities of ₹107.47 million, increase in other financial liabilities of ₹83.81 million, increase in trade payables of ₹29.43 million and adjustments on account of acquisition of subsidiary of ₹471.13million. This was partially offset by increase in trade receivables of ₹1709.69 million, increase in inventories of ₹345.99 million, increase in other financial assets of ₹153.74 million, increase in other current assets of ₹110.40 million, increase in other non-current assets of ₹41.22 million and decrease in provisions of ₹11.99 million. Fiscal 2023 Net cash flows from operating activities aggregated to ₹303.91 million for Fiscal 2023. Our profit for the year before tax of ₹1,272.51 million, was adjusted for depreciation and amortization expense of ₹59.08 million, finance costs of ₹36.04 million, bad debts written off ₹4.00 million, impairment loss on financial asset of ₹4.24 million and Exchange differences on translation of foreign operations of ₹1.85 million. This was partially offset by interest income on fixed deposits of ₹60.73 million, interest income on loans given of ₹4.80 million, net gain on sale of fixed assets of ₹1.11 million, net gain on sale of investment property of ₹19.91 million and net gain on fair valuation of Mutual Funds of ₹4.22 million and share of profit of the associate companies (net) of ₹13.13 million. Our changes in working capital for Fiscal 2023 primarily consisted of increase in trade payables of ₹272.96 million, decrease in other current assets of ₹135.48 million, increase in other financial liabilities of ₹31.87 million, decrease in other financial assets of ₹29.50 million, and adjustments on account of acquisition of subsidiary of ₹0.49 million. This was partially offset by increase in trade receivables of ₹587.51 million, increase in inventories of ₹280.09 million, decrease in other current liabilities of ₹190.21 million, increase in other non-current assets of ₹18.95 million and decrease in provisions of ₹25.35 million. Investing activities Fiscal 2025 496Net cash flows generated from / (used in) investing activities aggregated to ₹708.27 million for Fiscal 2025, primarily due to ₹810.99 million generated from maturity / redemption of fixed deposits (net), ₹173.01 million generated from sale of property, plant and equipment and intangible assets, ₹111.45 million generated from interest received on fixed deposits, ₹107.28 million generated from sale of investment property, ₹0.59 million generated from recovery of loans given (net) and ₹40.01 million generated from interest received on loans given. This was partially set off by ₹309.50 million used for payment for property, plant and equipment and intangible assets, ₹185.13 million used for acquisition of subsidiary/ies and ₹40.43 million used for investment in equity instruments. Fiscal 2024 Net cash flows generated from / (used in) investing activities aggregated to ₹(771.52) million for Fiscal 2024, primarily due to ₹201.94 million generated from sale of mutual fund (net), ₹109.65 million generated from interest received on fixed deposits, ₹48.00 million generated from sale of investment property, ₹34.49 million generated from sale of property, plant and equipment and intangible assets and ₹9.72 million generated from interest received on loans given. This was set off by ₹609.36 million used for investment in fixed deposits (net), ₹276.08 million used for payment for property, plant and equipment and intangible assets, ₹151.96 million used for acquisition of subsidiary/ies and ₹137.91 million used for giving loans(net). Fiscal 2023 Net cash flows generated from / (used in) investing activities aggregated to ₹(112.87) million for Fiscal 2023, primarily due to ₹66.43 million generated from sale of investment property, ₹60.73 million generated from interest received on fixed deposits, ₹24.44 million generated from recovery of loans given (net) and ₹4.80 million generated from interest received on loans given. This was set off by ₹120.29 million used for investment in fixed deposits (net), ₹111.75 million used for payment for property, plant and equipment and intangible assets and ₹37.23 million used for investment in equity instruments. Financing activities Fiscal 2025 Net cash flows generated from (used in) financing activities aggregated to ₹(1,065.25) million for Fiscal 2025, primarily due to ₹588.38 million used for repayment of Borrowing – Current (Net), ₹317.25 million used for payment of dividend, ₹64.76 million used for interest payment on Borrowing - Non Current, ₹59.60 million used for repayment of lease liability, ₹37.02 million used for interest payment on lease liability, ₹32.11 million used for interest payment on Borrowing – Current. This was partially set off by ₹33.88 million generated from the proceeds of Borrowings – Non Current (net). Fiscal 2024 Net cash flows generated from (used in) financing activities aggregated to ₹721.37 million for Fiscal 2024, primarily due to ₹457.15 million generated from the proceeds of Borrowings - Non Current (net) and ₹470.33 million generated from the proceeds of Borrowings - Current (net). This was partially set off by ₹97.33 million used for payment of dividend, ₹47.04 million used for interest payment on Borrowing - Current, ₹32.39 million used for interest payment on Borrowing - Non Current, ₹20.56 million used for repayment of lease liability and ₹8.79 million used for interest payment on lease liability. Fiscal 2023 Net cash flows generated from (used in) financing activities aggregated to ₹(228.73) million for Fiscal 2023, primarily due to ₹269.46 million used for payment of dividend, ₹19.26 million used for interest payment on Borrowing - Current, ₹14.90 million used for interest payment on Borrowing - Non Current, ₹7.40 million used for repayment of lease liability, ₹2.64 million used for repayment of Borrowing – Non Current (Net) and ₹2.00 million used for interest payment on lease liability. This was partially set off by ₹86.93 million generated from the proceeds of Borrowings - Current (Net). 497INDEBTEDNESS The following table sets forth our financial indebtedness as of June 30, 2025: (in ₹ million) Sanctioned amount as on Outstanding amount as on Category of borrowing June 30, 2025 June 30, 2025 Borrowings of our Company Secured Borrowings (A) Term loans 84.60 72.62 Working Capital Facilities (A) Fund based working capital loans 422.50 - (B) Non-fund based working capital loans 2,282.70 395.56 (C) Fixed Deposit – Overdraft 58.16 - Unsecured Borrowings (B) Total unsecured borrowings - - Total (I = A + B) 2,847.96 468.18 Borrowings of our Subsidiaries Secured Borrowings (C) Term loans 627.10 499.21 Working Capital Facilities (A) Fund based working capital loans * 316.32 85.32 (B) Non-fund based working capital loans 542.80 449.71 Unsecured Borrowings (D) Unsecured loans 20.34 20.34 Total (II = C + D) 1,506.56 1,054.59 Total (I + II) 4,354.52 1,522.76 * Note: Working capital facility availed by one foreign subsidiary is in Euros. The sanctioned amount and outstanding amounts have been converted to INR as per the RBI reference rate of ₹100.45 as on June 30, 2025. For further details of financial indebtedness, see “Financial Indebtedness” on page 503. LIQUIDITY AND CAPITAL RESOURCES We believe we have sufficient sources of funding to meet our business requirements for the next 12 months. Cash generated from operations, supplemented by committed credit lines have been our primary source of liquidity for funding our business requirements. We have historically financed the expansion of our business and operations primarily through owned funds, funds generated from our operations and debt financing. We may obtain loan facilities to finance our short-term working capital requirements, from time to time. For further details, see “Restated Consolidated Financial Information - Note 57 - Risk Management Framework – (C) Liquidity Risk” on page 459. CAPITAL EXPENDITURE Capital expenditure primarily relates to our expenditure on property, plant and equipment. The capital expenditure is primarily funded through internal accruals and equity. In Fiscals 2025, 2024 and 2023, we incurred capital expenditure towards property, plant and equipment of ₹266.01 million, ₹274.96 million and ₹111.77 million, respectively. CONTINGENT LIABILITIES As of March 31, 2025, the contingent liabilities not accounted for in our Restated Consolidated Financial Statements were as follows: (in ₹ million) Particulars As at March 31, 2025 Customs Notice has been received for period FY 2008-09 to FY 2012-13 0.21 For further information, see “Restated Consolidated Financial Information – Note 50 - Contingent liabilities and commitments” on page 429. 498OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements. The last three Fiscals, the estimated amount of contracts remaining to be executed on capital accounts and not provided for were Nil. Further, as on March 31, 2025, there are no future capital commitments made by us. QUANTITATIVE AND QUALITATIVE ANALYSIS OF MARKET RISKS We are exposed to various types of risks during the normal course of business. For further details, see “Risk Factors” on page 47. Market risk Market risk refers to the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: (i) foreign currency risk, (ii) interest rate risk, and (iii) price risk. The Group’s exposure to market risk is on account of foreign currency risk and interest rate risk. For further information, see “Restated Consolidated Financial Information - Note 57 - Risk Management Framework – (A) Market Risk” on page 456. Credit risk Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of the customer on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The financial instruments that are subject to concentration of credit risk principally consist of trade receivables and cash and bank equivalents. For further information, see “Restated Consolidated Financial Information - Note 57 - Risk Management Framework – (B) Credit Risk” on page 458. Liquidity risk Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Group’s objective is to maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of financial liabilities viz. borrowings, trade payables and other financial liabilities. The corporate finance department of the Group is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. For further information, see “Restated Consolidated Financial Information - Note 57 - Risk Management Framework – (C) Liquidity Risk” on page 459. Currency risk The currency risk refers to the exchange rate risk, arising from the change in price of one currency in relation to another. We are not exposed to foreign currency transactions, hence there is no associated currency risk. Interest rate risk The interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in the market interest rates relates primarily to our long-term debt obligations with floating interest rates. Our Company is not exposed to significant interest rate risk as at the respective reporting dates. 499AUDITOR QUALIFICATIONS AND EMPHASIS OF MATTER Except as disclosed in the Restated Consolidated Financial Information, there are no reservations, qualifications, adverse remarks and matters of emphasis included in the Restated Consolidated Financial Information. UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS There have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. KNOWN TRENDS OR UNCERTAINTIES Our business has been subject to significant economic changes arising from the trends identified above in “Significant Factors Affecting our Financial Conditions and Results of Operations” above and the uncertainties described in “Risk Factors” on page 47. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations. FUTURE RELATIONSHIP BETWEEN COST AND REVENUE Other than as described in “Risk Factors” and this section, there are no known factors that might affect the future relationship between cost and revenue. RELATED PARTY TRANSACTIONS We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see “Other Financial Information – Related Party Transactions” on page 470. COMPETITIVE CONDITIONS We operate in a competitive environment. Please refer to “Risk Factors”, “Industry Overview” and “Our Business” on pages 47, 181 and 260, respectively, for further information on competitive conditions that we face across our various business verticals. SEASONALITY AND CYCLICALITY OF BUSINESS A significant portion of our revenue from operations is made / realised in the second half of the financial year, i.e. between October to March of the relevant fiscal. To that extent, our business may be considered seasonal. The table below provides details of our revenue (on a standalone basis) from WWT business during the last three fiscals: Percentage of standalone revenue from operations Period from WWT business during Fiscal 2025 Fiscal 2024 Fiscal 2023 First half of the financial year 22.17% 22.50% 26.86% Second half of the financial year 77.83% 77.50% 73.14% Total 100.00% 100.00% 100.00% % of revenue from WWT to total revenue from operations (on 96.57% 98.55% 85.02% standalone basis) For further information, see “Risk Factors – Our WWT operations in India experience seasonality, and any disruptions or underperformance during seasonal periods could negatively affect our results of operations and financial condition.” on page 75. EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR 500INCREASED SALES PRICES Changes in revenue in the last three Fiscals, are as described in “Fiscal 2025 compared to Fiscal 2024” and “Fiscal 2024 compared to Fiscal 2023” above on pages 492 and 494, respectively. SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS OR SUPPLIERS We are dependent on certain of our customers for a significant portion of revenue from operations. For an analysis of the risk associated with our customer concentration, see “Risk Factors - We derive a significant part of our revenue from our top 10 customers and we do not have long term contracts with most of these customers. If one or more of such customers choose not to source their requirements from us or to terminate our long-term contracts, our business, results of operations and financial condition may be adversely affected” on page 48. The table below sets forth details of our revenue from operations generated from our top one, top five and top 10 customers in the periods indicated: Fiscal 2025 2024 2023 Customer Revenue from % of Revenue Revenue from % of Revenue Revenue from % of Revenue Concentration operations from operations operations from operations operations from operations (in ₹ million) (in ₹ million) (in ₹ million) Top 1 1,169.61 16.76% 707.94 10.77% 821.21 15.81% Top 5 3,251.61 46.59% 2,664.84 40.53% 2,541.64 48.93% Top 10 4,282.85 61.37% 3,891.10 59.18% 3,045.14 58.62% Note: The top 1, top 5 and top 10 customers in each Fiscal may not be the same. We are dependent on certain of our suppliers from whom we make significant purchases of stock in trade and material consumed. For further details, see “Risk Factors - Failure by third parties to supply, manufacture or deliver materials and components according to schedules, prices, quality, and volumes that are acceptable to us, or our inability to manage these materials and parts effectively may lead to delays in delivery of technology solutions to our customers, resulting in an adverse effect on our business, sales, and our ability to retain and expand our base of customers” on page 56. Some of our top suppliers also include suppliers based out of India, and we may face risks associated with conducting transactions in foreign currencies. For an analysis of the risk associated with conducting foreign currencies transactions, see “Risk Factors - We conduct transactions in foreign currencies and are exposed to risks associated with foreign exchange rate fluctuations” on page 81. The table below sets forth details of our consolidated expenses for purchases of stock in trade and purchase of material consumed to our top one, top five and top 10 suppliers in the financials years indicated: Fiscal 2025 2024 2023 Supplier Purchase of % of stock in Purchase of % of stock in Purchase of % of stock in Concentration stock in trade trade and raw stock in trade trade and raw stock in trade trade and raw and raw material material and raw material material and raw material material (in ₹ million) (in ₹ million) (in ₹ million) Top 1 312.81 10.34% 544.30 15.83% 392.00 11.96% Top 5 961.40 31.79% 1,667.77 48.52% 1,535.00 46.84% Top 10 1,442.76 47.71% 2,189.94 63.71% 2,019.00 61.61% Note: The top 1, top 5 and top 10 suppliers in each Fiscal may not be the same. NEW PRODUCTS OR BUSINESS SEGMENTS Except as disclosed in “Our Business” on page 260, and capabilities that we develop in the ordinary course of business, we have not announced and do not expect to announce in near future any new technologies or business segments. SEGMENT REPORTING Our business activities primarily fall within three business segments, (i) WWT segment; (ii) SWT segment, and (iii) Automation – Chavare Engineering. For further information, see “Restated Consolidated Financial Information – Note 55 - Segment Reporting” on page 449. 501SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS Pursuant to a share purchase agreement executed by and between our Company, Wolfgang Brehm, Maschinenbau Kaltenbach GmbH and IST-Anlagenbau GmbH, our Company has acquired 80% equity shares of IST-Anlagenbau GmbH (“IST”), for a purchase consideration of ~₹323.20 million, making it a subsidiary of our Company. IST is engaged in the business of supply of plant equipment, machinery, control technology or turnkey solutions and commissioning support for drying of sludge generated from treatment of wastewater and solid waste. To our knowledge, no circumstances have arisen since March 31, 2025 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months. 502FINANCIAL INDEBTEDNESS Our Company and our Subsidiaries avail loans and financing facilities in the ordinary course of their business for meeting their working capital and business requirements. For details regarding the borrowing powers of our Board, see “Our Management – Borrowing Powers” on page 325. We have obtained the necessary consents required under the relevant financing documentation for undertaking activities in relation to the Offer, including inter alia effecting changes in our capital structure, shareholding pattern, Board composition and constitutional documents. As of June 30, 2025, our outstanding borrowings (fund and non-fund based)(on a consolidated basis) aggregated to ₹1,522.76 million. The details of the indebtedness of our Company (on a consolidated basis) as on June 30, 2025, are provided below: (in ₹ million) Sanctioned amount as on Outstanding amount as on Category of borrowing June 30, 2025* June 30, 2025* Borrowings of our Company Secured Borrowings (A) Term loans 84.60 72.62 Working Capital Facilities (A) Fund based working capital loans 422.50 - (B) Non-fund based working capital loans^ 2,282.70 395.56 (C) Fixed deposit - overdraft 58.16 - Unsecured Borrowings (B) Total unsecured borrowings - - Total (I = A + B) 2,847.96 468.18 Borrowings of our Subsidiaries Secured Borrowings (C) Term loans 627.10 499.21 Working Capital Facilities (A) Fund based working capital loans 316.32 85.32 (B) Non-fund based working capital loans 542.80 449.71 Unsecured Borrowings (D) Unsecured loans 20.34 20.34 Total (II = C + D) 1,506.56 1,054.59 Total (I + II) 4,354.52 1,522.76 *As certified by Statutory Auditors, pursuant to their certificate dated August 25, 2025. ^Working capital facility availed by one foreign Subsidiary is in Euros. The sanction amount and outstanding amounts have been converted to INR as per the RBI reference rate of ₹100.45 as on June 30, 2025. Principal terms of the borrowings availed by our Company and our Subsidiaries: The details provided below are indicative and there may be additional terms, conditions and requirements under the various financing documentation executed by our Company and our Subsidiaries in relation to our indebtedness. 1. Interest: The applicable rate of interest for the various facilities in India availed by us are typically linked to benchmark rates, such as the marginal cost of lending rate (“MCLR”) and repo rate as prescribed by the RBI of a specific lender, over a specific period of time and specified spread per annum, and are subject to mutual discussions between the relevant lenders and us. In most of our facilities, a spread per annum is charged above these benchmark rates, and the spread ranges between 0.30% to 3.25% per annum. 2. Tenor and repayment: The tenor of certain working capital facilities availed by us ranges up to 12 months from the date of sanction and are subject to renewal on yearly basis, whereas the tenor for the term loan facilities availed by us ranges up to 84 months. Certain of our working capital facilities are repayable on demand while certain are repayable on the basis of a mutually agreed repayment schedule. 5033. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non-compliance of certain obligations by us. These include inter alia breach of financial covenants, non-creation of security within timeline, delay or failure to obtain external credit risk rating from RBI-approved agency, non-submission or delay in submission of audited balance sheet, stock and property insurance policy, etc. The terms of certain borrowings availed by us prescribe a penalty interest rate that ranges from 1% to 2% per annum over and above the applicable interest rate depending on account of non-compliance of certain obligations or as may be mutually agreed between our Company / Subsidiaries and their respective lenders. 4. Pre-payment penalty: Our borrowings typically have pre-payment provisions which allow for pre-payment of the outstanding amount at any given point in time, subject to the conditions specified in the borrowing arrangements. Certain of the working capital facilities and term loan borrowings availed by us carry a pre-payment penalty which ranges from 1% to such higher rate on the pre-paid amount based on lenders extant guidelines or as may be mutually agreed between us and the respective lenders. 5. Security: In terms of our borrowings where security needs to be created, we are required to inter alia: (a) create charge on the entire current assets (both present and future) of our Company and of our Subsidiaries namely, Vasudha Waste Treatment Private Limited, Chavare Engineering Private Limited, Pentagen Biofuels Private Limited and Hindustan Waste Treatment Private Limited; (b) create simple or equitable mortgage on properties owned by our Company; (c) create lien on fixed deposit receipt; (d) furnish personal guarantee from one of our Promoters namely, Sandeep Sudhakar Asolkar in the borrowings availed by our Company and two of our Subsidiaries namely, Pentagen Biofuels Private Limited and Hindustan Waste Treatment Private Limited; and (e) furnish corporate guarantee in relation to the credit facilities availed by our Subsidiaries namely, Pentagen Biofuels Private Limited, Chavare Engineering Private Limited and Vasudha Waste Treatment Private Limited. The abovementioned list is indicative and there may be additional requirements for creation of security under the various borrowing arrangements entered into by us. 6. Key Covenants: The financing arrangement entered into by us entail various restrictive conditions and covenants restricting certain corporate actions and we are required to take the prior approval of the lenders before carrying out such activities. For instance, certain corporate actions for which we require the prior written consent of the lenders include: (a) Effecting any change in our shareholding pattern or the capital structure of our Company; (b) Making any amendments to the constitutional documents of our Company; (c) Effecting any change in the ownership, control or management of our Company; (d) Undertaking any expansion or investing in any other entity; (e) Declare or pay any dividend for any year except out of the profits of the relevant year. The abovementioned list is indicative and there may be additional restrictive conditions and covenants where we may be required to take prior written consent or intimate the respective lender under the various borrowing arrangements entered into by us. 7. Events of default: The borrowing facilities availed by us contain certain standard events of default, including: (a) Default in payment / repayment of interest or instalment amount on relevant due dates; (b) Any change of ownership, control and/or management of the Company without the prior consent of the lenders; (c) Occurrence of material adverse effect (as defined in the relevant financing documents); (d) Appointment of receiver with respect to whole or part of property; (e) Failure to create security as stipulated in the financing documents; (f) Initiation of insolvency, bankruptcy, winding-up or liquidation proceedings of the Company. 504The above is an indicative list and there may be additional events of default under various borrowing arrangements entered into by us. 8. Consequences of occurrence of events of default: In terms of our borrowing arrangements, due to the occurrence of events of default, our lenders may: (a) Declare all amounts outstanding in respect of facilities due and immediately payable; (b) Cancel undrawn commitment and suspend withdrawals under the facilities; (c) Enforce security; (d) Require the Company to reconstitute its Board; (e) Appoint a nominee director / observer on the Board of our Company; (f) Appoint auditors to examine the financial or conduct a special audit of our Company; (g) Convert outstanding loan obligations into Equity Shares or other securities of our Company. The above is an indicative list and there may be additional consequences of an event of default under various borrowing arrangements entered into by us, and the same may lead to consequences other than those stated above. For risk in relation to the financial and other covenants required to be complied with in relation to our borrowings, see “Risk Factors – We have incurred indebtedness and are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.” on page 61. 505SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS Except as stated below, there are no outstanding (i) criminal proceedings (including matters at FIR stage where no / some cognizance has been taken by any court); (ii) actions by statutory or regulatory authorities; (iii) claims for any direct or indirect tax liabilities; or (iv) other pending litigation (including civil and arbitration proceedings) which have been determined to be material pursuant to the Materiality Policy (as disclosed herein below), involving our Company, Directors, Promoters or Subsidiaries (the “Relevant Parties”). In relation to (iv) above, our Board in its meeting held on August 13, 2025 has considered and adopted a policy of materiality for identification of material litigation / arbitration (“Materiality Policy”). In terms of the Materiality Policy, the following shall be considered ‘material’ for the purposes of disclosure in the Draft Red Herring Prospectus, if: (i) The monetary claim made by or against the Relevant Parties in any such litigation / arbitration proceedings is equal to or in excess of (i) 2% of our turnover, derived from the Restated Consolidated Financial Information as at March 31, 2025; or (ii) 2% of our net worth derived from the Restated Consolidated Financial Information as at March 31, 2025; or (iii) 5% of the average of absolute value of profit or loss after tax derived from Restated Consolidated Financial Information for the last three Financial Years, whichever is lower (“Materiality Threshold”); or (ii) Any litigation, irrespective of the amount involved, involving the Relevant Parties could have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of our Company; or (iii) Any litigation involving the Relevant Parties where the decision in one case is likely to affect the decision in similar matters such that the cumulative amount involved in such matters exceeds the Materiality Threshold, even though the amount involved in an individual matter may not exceed the Materiality Threshold. 2% of turnover, as per the Restated Consolidated Financial Information as at March 31, 2025 is ₹139.57 million, 2% of net worth, as per the Restated Consolidated Financial Information as at March 31, 2025 is ₹129.74 million and 5% of the average of absolute value of profit or loss after tax, as per the Restated Consolidated Financial Information for the last three Financial Years is ₹65.16 million. Accordingly, ₹65.16 million has been considered as the Materiality Threshold. Further, except as disclosed in this section, there are no (i) disciplinary actions taken against any of our Promoters by SEBI or any stock exchange in the five Fiscals preceding the date of this Draft Red Herring Prospectus; or (ii) litigation involving any Group Companies which may have a material impact on our Company; or (iii) criminal proceedings involving our Key Managerial Personnel and Senior Management; or (iv) actions by statutory and / or regulatory authorities against our Key Managerial Personnel and Senior Management. For the purposes of the above, pre-litigation notices received by Relevant Parties and Group Companies from third parties (excluding those notices issued by statutory / regulatory / governmental / judicial authority or notices threatening criminal action) shall, in any event, not be considered as litigation and accordingly not be disclosed in the Offer Documents until such time that Relevant Parties, as applicable, are impleaded as defendants in proceedings initiated before any court, arbitral forum, tribunal or governmental authority, or are notified by any governmental, statutory or regulatory authority of any such proceeding that may be commenced. All terms defined in a particular litigation disclosure below are for that particular litigation only. Further, our Board, in its meeting held on August 13, 2025 has approved that a creditor of our Company shall be considered ‘material’ if the amount due to such creditor is equivalent to or exceeds 5% of the consolidated trade payables of our Company as at the end of the most recent period included in the Restated Consolidated Financial Information. The trade payables of our Company as on March 31, 2025, were ₹931.70 million. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor is equivalent to or exceeds ₹46.59 million as on March 31, 2025. 506Unless stated to the contrary, the information provided below is as on the date of this Draft Red Herring Prospectus. Litigation proceedings involving our Company (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving our Company. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Company. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct and indirect taxes involving our Company: S. No. Nature of Proceedings Number of cases Approximate amount in dispute (in ₹ million)* 1. Direct Tax 9 24.22 2. Indirect Tax 2 5.65 Total 11 29.87 *To the extent quantifiable. (d) Other material proceedings As on the date of this Draft Red Herring Prospectus, there are no other proceedings involving our Company, which have been considered material by our Company in accordance with the Materiality Policy. Litigation proceedings involving our Subsidiaries (a) Criminal proceedings Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving our Subsidiaries: An FIR has been filed on August 21, 2025 by Digvijay Desai, General Manager, Goa Waste Management Corporation against our Subsidiary, HWTPL and concerned officials under Section 271 of the Bharatiya Nyaya Sanhita, 2023 alleging discharge of effluent from the bund wall of stage -I reverse osmosis tank into adjoining drains by HWTPL. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Subsidiaries. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct and indirect taxes involving our Subsidiaries: S. No. Nature of Proceedings Number of cases Approximate amount in dispute (in ₹ million)* 1. Direct Tax 2 0.06 2. Indirect Tax 2 22.52 507S. No. Nature of Proceedings Number of cases Approximate amount in dispute (in ₹ million)* Total 4 22.59 *To the extent quantifiable. (d) Other material proceedings Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no other proceedings involving our Subsidiaries, which have been considered material: Municipality of Paços de Ferreira (“Petitioner”) filed a suit before the Administrative and Fiscal Court of Porto (Tribunal Administrativo E Fiscal Do Porto Unidade Orgânica 2) Portugal against our Subsidiary, SFC Umwelttechnik GmbH and others (“Suit”). In the Suit, it was alleged that there were technical deficiencies in the supplies by SFC Umwelttechnik GmbH in the supply of its services and equipment for the sewage treatment plant in Arreigada, Portugal pursuant to the sale contract dated October 8, 2018 (read with addendum dated March 21, 2019) to Hidurbe Servicos, S.A. In the Suit, the Petitioner has demanded liquidated damages of around €5.60 million* from SFC Umwelttechnik GmbH. SFC Umwelttechnik GmbH submitted the statement of defence for the Suit on October 28, 2024. The matter is currently pending. *Amounts to ₹567.50 million (For the purposes of calculation of amount in ₹ terms, the exchange rate as on August 22, 2025 has been considered. The rate of conversion of 1 Euro as on August 22, 2025 was ₹101.34 (Source: www.rbi.org.in). Litigation proceedings involving our Directors (a) Criminal proceedings Except as disclosed below, there are no pending criminal proceedings involving any of our Directors, as on the date of this Draft Red Herring Prospectus: A criminal case complaint has been filed against M/s Anglo French Drugs and Industries Limited (“AFDIL”), our Additional Non-Executive Independent Director, Neha Rajen Gada (by virtue of her directorship in M/s Anglo French Drugs and Industries Limited) and others, on October 17, 2022 by the State of Bihar before the Chief Judicial Magistrate Division, Muzaffarpur under Sections 18(a)(vi), 18(b), 27(d) and 28(a) of the Drugs and Cosmetics Act, 1940. Neha Rajen Gada has resigned from her directorship in AFDIL on February 12, 2024 and is no longer associated with AFDIL in any capacity. The matter is currently pending.* *As on the date of this Draft Red Herring Prospectus, Neha Rajen Gada is not in receipt of any notices or communication from Chief Judicial Magistrate Division, Muzaffarpur in relation to this matter. Disclosures included herein are based on publicly available information and confirmations received from Neha Rajen Gada. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Directors. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct and indirect taxes involving any of our Directors: S. No. Nature of Proceedings Number of cases Approximate amount in dispute (in ₹ million)* 1. Direct Tax 5 0.73 2. Indirect Tax Nil Nil Total 5 0.73 *To the extent quantifiable. (d) Other pending proceedings As on the date of this Draft Red Herring Prospectus, there are no other pending proceedings involving any of our Directors, which have been considered material by our Company in accordance with the Materiality Policy. 508Litigation proceedings involving our Promoters (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving our Promoters (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Promoters. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct or indirect taxes involving our Promoters: S. No. Nature of Proceedings^ Number of cases Approximate amount in dispute (in ₹ million)* 1. Direct Tax 3 0.01 2. Indirect Tax Nil Nil Total 3 0.01 *To the extent quantifiable. ^This includes the number of cases and amount involved for cases against the Promoters who are also the Directors of our Company. (d) Other pending proceedings As on the date of this Draft Red Herring Prospectus, there are no other pending proceedings involving our Promoters, which have been considered material by our Company in accordance with the Materiality Policy. (e) Disciplinary action including any penalty taken against our Promoters in the five Fiscals preceding the date of this Draft Red Herring Prospectus by SEBI or any stock exchange No disciplinary action including any penalty has been taken against our Promoters in the five Fiscals preceding the date of this Draft Red Herring Prospectus either by SEBI or any stock exchange. Litigation proceedings involving our Key Managerial Personnel and Senior Management (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving any of our Key Managerial Personnel or Senior Management. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Key Managerial Personnel or Senior Management. Litigation proceedings involving our Group Companies As on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving any Group Company which has a material impact on our Company. Outstanding dues to small scale undertakings, material creditors, and any other creditors In terms of the Materiality Policy, such creditors are considered ‘material’ to whom the amount due exceeds 5% of 509the consolidated trade payables of our Company as on March 31, 2025. Our Company owed a total sum of ₹931.70 million to a total number of 312 creditors as on March 31, 2025. The details of our outstanding dues to the ‘material’ creditors of our Company, MSMEs, and other creditors, on a consolidated basis, as on March 31, 2025, are as follows: Particulars* Number of Creditors Amount involved (in ₹ million) Micro, Small and Medium Enterprises^ 129 138.87 Material Creditors 3 469.07 Other Creditors 180 323.76 Total 312 931.70 *As certified by the Statutory Auditors pursuant to their certificate dated August 25, 2025. ^As defined under the Micro, Small and Medium Enterprises Development Act, 2006. For complete details of outstanding over-dues to material creditors, see https://www.sfcenvironment.com/investors/financial-highlights/material-creditors. Material Developments Except as stated in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 472, there have not arisen, since the date of the last Restated Consolidated Financial Information disclosed in this Draft Red Herring Prospectus, any circumstances that could materially and adversely affect or are likely to affect the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months. 510GOVERNMENT AND OTHER APPROVALS Set out below is an indicative list of all consents, licenses, approvals, registrations, and permits obtained by our Company and our material subsidiaries, Hindustan Waste Treatment Private Limited and Chavare Engineering Private Limited which are considered material and necessary for the purpose of undertaking our business activities and operations, and except as disclosed herein, we have obtained all material consents, licenses, registrations, permissions and approvals from various governmental, statutory and regulatory authorities, which are considered material and necessary for undertaking the current business activities and operations of our Company and our material subsidiaries. Except as disclosed below, no further material approvals are required for carrying on the present business and operations of our Company and our material subsidiaries. In the event any of the approvals and licenses that are required for our business and operations expire in the ordinary course, we make applications for their renewal from time to time. Unless otherwise stated, these approvals are valid as on the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies in India” on page 296. For Offer related approvals obtained by our Company, see “Other Regulatory and Statutory Disclosures” on page 516. For details of the risk associated with a delay in obtaining, or not obtaining, the requisite material approvals, see “Risk Factors – In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, including due to any default on the part of the owners of the properties we lease, our business, cash flows and results of operations may be adversely affected.” on page 76. I. Material approvals in relation to our Company (i) Incorporation details a) Certificate of incorporation dated March 29, 2005, issued by the RoC, in the name of ‘SFC Environmental Technologies Private Limited’, with Corporate Identity Number (CIN) ‘U90000MH2005PTC152235’. b) Fresh certificate of incorporation dated August 13, 2024 issued by the Registrar of Companies, Central Processing Centre, pursuant to conversion of our Company from a ‘private limited company’ to a ‘public limited company’ and consequential change in our name from ‘SFC Environmental Technologies Private Limited’ to ‘SFC Environmental Technologies Limited’. The new Corporate Identity Number of our Company is ‘U37003MH2005PLC152235’. For further details, see “History and Certain Corporate Matters” on page 301. (ii) Tax related approvals a) The permanent account number of our Company is ‘AAICS9032P’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. b) The tax deduction account number of our Company is ‘MUMS47227F’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. c) Goods and service tax registration under the applicable central and state goods and service tax legislations in the states of Maharashtra and Goa issued by the relevant central and state authorities. d) Professional tax certificates, issued by the Sales Tax Department, Government of Maharashtra, under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975. (iii) Business and environment related approvals a) Consent to operate and authorisation, issued by the Maharashtra Pollution Control Board under Section 21 of Air (Prevention and Control of Pollution) Act, 1981, Section 25 of Water (Prevention and Control of 511Pollution) Act, 1974 and Rule 6 and Rule 18(7) of Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 for our Pune Facility - II. b) Certificate of registration under the Maharashtra Shops and Establishments (Regulation of Employment and Service) Act, 2017 for our Registered Office. c) Certificate of importer-exporter code issued by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India under the Foreign Trade (Development and Regulation) Act, 1992. d) Final no-objection certificate issued by the Maharashtra Industrial Development Corporation for our Pune Facility - II. (iv) Labour / employment related approvals a) Certificate of registration issued by the Employees State Insurance Corporation under the Employee State Insurance Act, 1948. b) Certificate of registration, issued by the Employees’ Provident Fund Organisation under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. II. Approvals in relation to our material subsidiaries (A) Hindustan Waste Treatment Private Limited (“HWTPL”) (i) Incorporation details (a) Certificate of incorporation dated June 27, 2014, issued by the RoC, in the name of ‘Hindustan Waste Treatment Private Limited’, with Corporate Identity Number (CIN) ‘U90002MH2014PTC255728’. (ii) Tax related approvals (a) The permanent account number of HWTPL is ‘AADCH4249J’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. (b) The tax deduction account number of HWTPL is ‘PNEH07948D’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. (c) The goods and service tax registration number of HWTPL is ‘30AADCH4249J1ZR’, under the Goa Goods and Service Tax Act, 2017. (d) Professional tax certificates, issued by the Sales Tax Department, Government of Maharashtra, under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975. (iii) Business and environment related approvals (a) Consent to operate, issued by the Goa State Pollution Control Board under Section 21 of Air (Prevention and Control of Pollution) Act, 1981 and Section 25/26 of Water (Prevention and Control of Pollution) Act, 1974. (b) Registration and license to work as factory, issued by Chief Inspector of factories and Boilers, Inspectorate of Factories and Boilers, Government of Goa under the Factories Act, 1948 for the North Goa Plant. (c) Fire no-objection certificate from the Directorate of Fire and Emergency Services, Government of Goa. 512(d) Certificate of verification, issued by Office of the Controller, Legal Metrology, Government of Goa under the Goa Legal Metrology Rules, 2011. (e) Importer-exporter code, issued by Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India under Foreign Trade (Development and Regulation) Act, 1992. (iv) Labour / employment related approvals (a) Certificate of registration issued by the Employees State Insurance Corporation under the Employee State Insurance Act, 1948. (b) Certificate of registration, issued by the Employees’ Provident Fund Organisation under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. (B) Chavare Engineering Private Limited (“CEPL”) (i) Incorporation details (a) Certificate of incorporation dated June 21, 1996, issued by the RoC, in the name of ‘Chavare Engineering Private Limited’, with Corporate Identity Number (CIN) ‘U29100MH1996PTC100426’. (ii) Tax related approvals a) The permanent account number of CEPL is ‘AAACC7062R’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. b) The tax deduction account number of CEPL is ‘PNEC05602C’, issued by the Income Tax Department, Government of India under the Income-tax Act, 1961. c) The goods and service tax registration number of CEPL is ‘27AAACC7062R1Z5’, under the Maharashtra Goods and Service Tax Act, 2017. d) Professional tax certificates, issued by the Sales Tax Department, Government of Maharashtra, under the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975. (iii) Business and environment related approvals a) Certificate of importer-exporter code issued by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of India under the Foreign Trade (Development and Regulation) Act, 1992. b) Registration and license to operate factory, issued by Directorate of Industrial Safety and Health (Labour Department), Government of Maharashtra under the Factories Act, 1948. c) Provisional fire no objection certificate issued by the Executive Engineer, Maharashtra Industrial Development Corporation. d) Occupancy certificate by the Executive Engineer, Maharashtra Industrial Development Corporation. e) Building completion certificate by the Executive Engineer, Maharashtra Industrial Development Corporation. (iv) Labour / employment related approvals a) Certificate of registration issued by the Employees State Insurance Corporation under the Employee State Insurance Act, 1948. 513b) Certificate of registration, issued by the Employees’ Provident Fund Organisation under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. III. Material approvals pending in respect of our Company Material approvals applied for, including renewal applications, but not received Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no material approvals applied for, including renewal applications, that have not been received by our Company: a) Our Company has filed an application dated August 22, 2024 for issuance of factory license under the provisions of the Factories Act, 1948 for our Pune Facility - II. b) Our Company has filed an application dated August 20, 2025 for consent under Section 21 of Air (Prevention and Control of Pollution) Act, 1981, Section 25 of Water (Prevention and Control of Pollution) Act, 1974 and authorisation under Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 for our Pune Facility – III. Material approvals expired and renewals yet to be applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which have expired and for which renewal applications are yet to be made by our Company. Material approvals required but not obtained or applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which are required but which have not been obtained or for which applications are yet to be made by our Company. IV. Material approvals pending in respect of our material subsidiaries Material approvals applied for, including renewal applications, but not received As on the date of this Draft Red Herring Prospectus, there are no material approvals applied for, including renewal applications, that have not been received by our material subsidiaries. Material approvals expired and renewals yet to be applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which have expired and for which renewal applications are yet to be made by our material subsidiaries. Material approvals required but not obtained or applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which are required but which have not been obtained or for which applications are yet to be made by our material subsidiaries. V. Intellectual property As on the date of this Draft Red Herring Prospectus, our Company has the following three registered trade marks in India: Registered Trade Mark Class of trade mark Registering under Trade Marks Authority Act 51440 Trade Marks Registry, Mumbai 99 Trade Marks Registry, Mumbai 40 Trade Marks Registry, Mumbai Further, our Company has filed the applications for registration of the following logos with the Trade Marks Registry, Mumbai: Trade Mark Class of trade mark Registering under Trade Marks Authority Act 40 Trade Marks Registry, Mumbai 42 Trade Marks Registry, Mumbai For further details in relation to our intellectual property, see “Our Business – Intellectual Property” on page 291. 515OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Offer has been authorized by a resolution of our Board dated March 21, 2025 and the Fresh Issue has been authorized by a special resolution of our Shareholders dated April 15, 2025. Further, our Board has taken on record the consent of the Selling Shareholders, severally and not jointly, to participate in the Offer for Sale pursuant to a resolution passed at its meeting held on August 11, 2025. Our Board, pursuant to its resolution dated August 25, 2025, have approved this DRHP. Each of the Selling Shareholders has, severally and not jointly, consented and/or authorised for inclusion of their portion of the Offered Shares as part of the Offer for Sale, as set out below: Name of the Selling Shareholder Type of the Selling Offered Date of Selling Shareholder Shares Shareholder’s consent letter Sandeep Sudhakar Asolkar (held jointly with Priya Promoter Selling 1,867,000 August 11, 2025 Sandeep Asolkar) Shareholder Saketchandrasingh Pratapsingh Dhandoriya Promoter Selling August 11, 2025 843,000 Shareholder Sarvesh Kumar Garg Other Selling August 11, 2025 2,377,000 Shareholder Sandeep Sambhaji Parab Other Selling 1,975,000 August 11, 2025 Shareholder Rajesh Kesavan Nambisan Other Selling 1,975,000 August 11, 2025 Shareholder Kumaraguru Madurakavi Other Selling 1,975,000 August 11, 2025 Shareholder Veera Venkata Satyanarayana Yannamani Other Selling August 11, 2025 922,000 Shareholder Jaya Chandrakant Gogri (held jointly with Chandrakant Other Selling August 11, 2025 230,000 Vallabhaji Gogri and Hetal Gogri Gala) Shareholder Jayshree Harit Shah (held jointly with Harit Pragji Shah) Other Selling August 11, 2025 70,000 Shareholder Hardik Suresh Matalia Other Selling August 11, 2025 36,750 Shareholder Parag Bipinchandra Shah Other Selling August 11, 2025 36,750 Shareholder In-principle listing approvals Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. Prohibition by SEBI or other Governmental Authorities Our Company, our Promoters, our Directors, the members of the Promoters Group and each of the Selling Shareholders have not been prohibited from accessing the capital markets and have not been debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority / court. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 Our Company, our Promoters, the members of the Promoter Group and each of the Selling Shareholders severally and not jointly confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the date of this Draft Red Herring Prospectus. Directors associated with the Securities Market 516None of our Directors are, in any manner, associated with the securities market, as on the date of this Draft Red Herring Prospectus. There are no outstanding action(s) initiated by SEBI against the Directors of our Company in the five years preceding the date of this Draft Red Herring Prospectus. Eligibility for the Offer Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: (a) Our Company has net tangible assets of at least ₹30.00 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets; (b) Our Company has an average operating profit of at least ₹150.00 million, calculated on a restated and consolidated basis, during the preceding three years (of 12 months each), with operating profit earned in each of these preceding three years; (c) Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12 months each), calculated on a restated and consolidated basis; and (d) 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 net tangible assets, operating profits and net worth, derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus, as at and for the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023 is set forth below: (in ₹ million, except % data) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Net tangible assets * as at, as restated and on consolidated basis (A) 6,402.93 5,416.54 4,029.21 Monetary assets as at, as restated and on consolidated basis (B) 1,502.20 2,015.07 1,501.51 Monetary Assets as restated and on consolidated basis as a % of Net Tangible Assets as restated and consolidated basis (C)=(B)/(A) 23.46% 37.20% 37.27% (in %) Operating profits#, as restated and consolidated 1,895.05 1,832.02 1,194.77 Net worth, as restated and consolidated 6,486.82 5,342.96 3,954.16 *Net tangible assets as restated and on consolidated basis, mean the sum of all assets of the Company, excluding intangible assets as defined in Ind AS 38 -intangible Assets, right of use assets and lease liabilities as defined in Ind AS 116 -leases and deferred tax assets, deferred tax liability as defined in Ind AS 12 -income taxes and prepaid expenses (non-current and current). #Operating profit for this purpose means Profit /(Loss) before tax and exceptional items as per statement of restated profit and loss account. Further, such profit /(loss) before tax and exceptional items excludes finance cost and other income in the calculation of profit /(loss) before tax. Our Company has operating profits in each of Fiscal 2025, 2024 and 2023 in terms of our Restated Consolidated Financial Information. Our average operating profit, as restated and consolidated, for Fiscals 2025, 2024 and 2023 is ₹1,640.61 million. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees under the Offer shall not be less than 1,000, and should our Company fail to do so, the Bid Amounts received by our Company shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and applicable law. 517Our 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, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 and 7(1) of the SEBI ICDR Regulations are as follows: (a) None of our Company, our Promoters, members of our Promoter Group, our Directors or any of the Selling Shareholders are debarred from accessing the capital markets by SEBI. (b) None of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the capital markets by SEBI. (c) None of our Company, our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower. (d) None of our Promoters or Directors has been declared a Fugitive Economic Offender in accordance with the Fugitive Economic Offenders Act, 2018. (e) 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. (f) Our Company along with Registrar to the Offer has entered into tripartite agreements dated April 17, 2023 and July 4, 2023 with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares. (g) The Equity Shares of our Company held by our Promoters are in dematerialized form. (h) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this Draft Red Herring Prospectus. (i) 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. Each of the Selling Shareholders, severally and not jointly, confirms that they are in compliance with Regulation 8 of the SEBI ICDR Regulations and approved its participation in the Offer for Sale in relation to its portion of the Offered Shares. DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED), JM FINANCIAL LIMITED AND NUVAMA WEALTH MANAGEMENT LIMITED (COLLECTIVELY, THE “BRLMs”) HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. 518IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING SHAREHOLDERS IS RESPONSIBLE FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THIS DRAFT RED HERRING PROSPECTUS ABOUT OR IN RELATION TO ITSELF OR ITS RESPECTIVE PORTION OF THE OFFERED SHARES, THE BRLMs ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 25, 2025, IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. The filing of this Draft Red Herring Prospectus also does not absolve the Selling Shareholders from any liabilities to the extent of the statements specifically made or confirmed by themselves in respect of themselves and of their respective Offered Shares, under Section 34 or Section 36 of Companies Act, 2013. All legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to this Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act. Disclaimer from our Company, our Directors, the Selling Shareholders and the Book Running Lead Managers Our Company, our Directors, the Selling Shareholders, and the Book Running Lead Managers 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 www.sfcenvironment.com, would be doing so at his or her own risk. Unless required by law, each Selling Shareholder and wherever applicable, their respective affiliates, directors, trustees, officers and associates accept or undertake no responsibility for any statements, disclosures or undertakings other than those specifically undertaken or confirmed by such Selling Shareholder in relation to itself and the Equity Shares being offered by it in the Offer. The Book Running Lead Managers accepts no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting Agreement. All information shall be made available by our Company, the Selling Shareholders, severally and not jointly (to the extent that the information pertain to themselves and their respective portions of the Offered Shares through the Offer Documents), and the Book Running Lead Managers 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. Prospective investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, Underwriters, Book Running Lead Managers and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, Underwriters, Book Running Lead Managers and their 519respective directors, 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 Book Running Lead Managers and their associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, our Promoters, members of the Promoter Group, the Selling Shareholders and their respective directors and officers, group companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, the Promoters, members of the Promoter Group, the Selling Shareholders and their respective directors, officers, group companies, affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or entity. Disclaimer in respect of Jurisdiction Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, Maharashtra only. The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, multilateral and bilateral development financial institutions, domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, state industrial development corporations, permitted insurance companies registered with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted provident funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up and managed by the army and navy or air force of Union of India and insurance funds set up and managed by the Department of Posts, India, systemically important NBFCs registered with the RBI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe, any such restrictions. 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. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of our Company or the Selling Shareholders since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent to this date. Eligibility and Transfer Restrictions The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not 520subject to, the registration requirements of the U.S. Securities Act and applicable state securities law. Accordingly, the Equity Shares are only being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on, Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. There will be no offering of securities in the United States. The Equity Shares are being offered and sold outside the United States in “offshore transactions” in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur and in each case who are deemed to have made the representations set forth immediately below. Restrictions On Transfers Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer outside the United States, by its acceptance of this Draft Red Herring Prospectus and of the Equity Shares offered pursuant to this Offer, will be deemed to have acknowledged, represented to and agreed with the Company, the Selling Shareholders and the members of the Syndicate that it has received a copy of this Draft Red Herring Prospectus and such other information as it deems necessary to make an informed investment decision and that: 1. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and accordingly may not be offered, sold, resold, pledged or transferred 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; 2. the purchaser is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of the securities laws of the United States or any state thereof; 3. the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an “offshore transaction” meeting the requirements of Regulation S under the U.S. Securities Act; 4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares offered pursuant to this Offer, was located outside the United States at the time (i) the offer for such Equity Shares was made to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside the United States and has not purchased such Equity Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person in the United States; 5. the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate; 6. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares; 7. the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity Shares being sold; 8. the purchaser understands and acknowledges that the Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in compliance with the above stated restrictions; and 9. the purchaser acknowledges that the Company, the Selling Shareholders, the members of the Syndicate, their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly notify the Company and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account. 521Bidders are advised to ensure that any Bid from them does not exceed 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 other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Disclaimer Clause of BSE As required, a copy of this Draft Red Herring Prospectus will 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 the RoC filing. Disclaimer Clause of NSE As required, a copy of this Draft Red Herring Prospectus will 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 the RoC filing. Listing The Equity Shares issued pursuant to the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. Applications will be made to the BSE and NSE for obtaining their permission for the listing and trading of the Equity Shares. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. If our Company does not allot Equity Shares pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders in accordance with applicable law for the delayed period. For avoidance of doubt, no liability to make any payment of interest or expenses shall accrue to any Selling Shareholder unless the delay in making any of the payments/refund hereunder or the delay in obtaining listing or trading approvals or any other approvals in relation to the Offer is caused solely by and is directly attributable to, an act or omission of such Selling Shareholder and to the extent of their portion of the Offered Shares. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date or within such other period as may be prescribed. Each Selling Shareholder, severally and not jointly, confirms that they shall extend reasonable support and co-operation (to the extent of its portion of the Offered Shares) as required by law for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the Bid / Offer Closing Date, or within such other period as may be prescribed. If the Company does not Allot the Equity Shares within three Working Days from the Bid/Offer Closing Date or within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall be due to be paid to the Bidders as prescribed under applicable law. Each of the Selling Shareholders, severally and not jointly, confirms that they shall provide such reasonable support and cooperation as may be requested by our Company and the BRLMs, to the extent such support and cooperation is required from such Selling Shareholder in relation to its respective portion of the Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. Consents 522Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, our Statutory Auditors, Independent Chartered Accountant, Independent Chartered Engineer, our legal counsel to the Company as to Indian law, Bankers to our Company, the Book Running Lead Managers, the Registrar to the Offer, and F&S have been obtained; and consents in writing of the Monitoring Agency, Syndicate Members, Public Offer Account Bank, Sponsor Bank(s), Escrow Collection Bank(s) and Refund Bank(s) to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, and such consents shall not be withdrawn up to the time of filing of the Red Herring Prospectus with the RoC. Experts to the Offer Except as stated below, our Company has not obtained any expert opinions: Our Company has received written consent dated August 25, 2025 from our Statutory Auditors, G B C A & Associates LLP, Chartered Accountants, to include their name as required under section 26 (5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated August 13, 2025 on our Restated Consolidated Financial Information; and (ii) their report dated August 25, 2025 on the statement of special tax benefits included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Our Company has also received written consent dated August 25, 2025, from M/s H H Dedhia & Associates, Chartered Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as Independent Chartered Accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated August 24, 2025 from A N Somase and Associates, Chartered Engineer to include his name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in his capacity as Independent Chartered Engineer in relation to his certificate dated August 24, 2025 and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. Further, our Company has received written consent dated August 25, 2025 from DVD and Associates, independent practicing company secretaries, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their search report dated August 25, 2025, in connection with certain untraceable corporate records of our Company, certain details of which have been included in this Draft Red Herring Prospectus. Such consents have 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 five years and performance vis- à-vis objects Our Company has not made any public issue or rights issues (as defined under the SEBI ICDR Regulations) during the five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis objects – Last issue of our subsidiaries and our promoters As on date of this Draft Red Herring Prospectus, our Company does not have a corporate promoter. Further, as on the date of this Draft Red Herring Prospectus, our Subsidiaries are not listed. Underwriting Commission, Brokerage and Selling Commission paid on previous issues of the Equity Shares 523Since this is the initial public issue of Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by our Company Other than as disclosed in “Capital Structure” on page 113, our Company has not undertaken a capital issue in the last three years preceding the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by listed subsidiaries, group companies, or associates of our Company Our Company does not have any listed Subsidiaries or Associates. Further, our Group Companies are not listed on any stock exchange, as on date of this Draft Red Herring Prospectus. 524Price information of past issues handled by the Book Running Lead Managers A. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) 1. Price information of past issues handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (during the current Fiscal and two Fiscals preceding the current financial year): Sr. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in closing +/- % change in +/- % change in No. (in Rs. Price Stock Price on price*, [+/- % change closing price*, closing price*, Mn) (Rs.) Exchange as Listing in closing benchmark]- [+/- % change in [+/- % change in disclosed in Date 30th calendar days closing closing the red from listing benchmark]- 90th benchmark]- herring calendar days 180th calendar prospectus from listing days from listing filed 1. Aegis Vopak 28,000.00 235.00 BSE June 2, 2025 220.00 +3.74%, [+2.86%] N.A. N.A. Terminals Limited 2. Schloss Bangalore 35,000.00 435.00 NSE June 2, 2025 406.00 -6.86%, [+3.34%] N.A. N.A. Limited 3. Oswal Pumps 13,873.40 614.00 NSE June 20, 2025 634.00 +17.96%, [-0.57%] N.A. N.A. Limited 4. Arisinfra Solutions 4,995.96 222.00 NSE June 25, 2025 205.00 -33.84%, [-0.72%] N.A. N.A. Limited 5. Ellenbarrie Industrial 8,525.25 400.00 NSE July 1, 2025 486.00 +41.09%, [-2.69%] N.A. N.A. Gases Limited 6. HDB Financial 1,25,000.00 740.00 NSE July 2, 2025 835.00 +2.51%, [-2.69%] N.A. N.A. Services Limited 7. Smartworks 5,825.55 407.00(1) NSE July 17, 2025 435.00 +11.79%, [-1.91%] N.A. N.A. Coworking Spaces Limited 8. GNG Electronics 4,604.35 237.00 NSE July 30, 2025 355.00 N.A. N.A. N.A. Limited 9. Aditya Infotech 1,300.00 675.00(2) NSE August 5, 2025 1,015.00 N.A. N.A. N.A. Limited 10. Bluestone Jewellery 15,406.50 517.00 NSE August 19, 2025 510.00 N.A. N.A. N.A. and Lifestyle Limited Source: www.nseindia.com; www.bseindia.com, as applicable 1. A discount of Rs. 37 per equity share was offered to eligible employees bidding in the employee reservation portion. 2. A discount of Rs. 60 per equity share was offered to eligible employees bidding in the employee reservation portion. *Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers. 5252. Summary statement of price information of past issues handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited): No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at discount No. of IPOs trading at premium discount – 180th calendar premium – 180th calendar Total Total Funds – 30th calendar days from listing – 30th calendar days from listing Financial days from listing days from listing No. of Raised Year Less Less IPO’s (in Rs. Mn) Over Between Less than Over Between Less than Over Between Over Between than than 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 50% 25-50% 25% 25% 2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5 2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 4 2025-26 10 2,54,231.01 - 1 2 - 1 3 - - - - - - Source: www.nseindia.com; www.bseindia.com, as applicable Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered. NA means Not Applicable. B. JM Financial Limited 1. Price information of past issues handled by JM Financial Limited (during current Fiscal and two Fiscals preceding the current financial year): Sr. Issue name Issue Size Issue Listing Opening price +/- % change in closing +/- % change in closing +/- % change in closing No. (in ₹ price Date on Listing price, [+/- % change in price, [+/- % change in price, [+/- % change in million) (₹) Date closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th (in ₹) calendar days from listing calendar days from listing calendar days from listing 1. Zinka Logistics Solutions Limited# 8 11,147.22 273.00 November 22, 2024 279.05 Not Applicable Not Applicable Not Applicable 2. ACME Solar Holdings Limited*12 29,000.00 289.00 November 13, 2024 251.00 Not Applicable Not Applicable Not Applicable 3. Western Carriers (India) Limited* 4,928.80 172.00 September 24, 2024 171.00 -20.69% [-6.03%] Not Applicable Not Applicable 4. Bajaj Housing Finance Limited* 65,600.00 70.00 September 16, 2024 150.00 99.86% [-1.29%] Not Applicable Not Applicable 5. Baazar Style Retail Limited#11 8,346.75 389.00 September 06, 2024 389.00 -1.32% [0.62%] Not Applicable Not Applicable 6. Brainbees Solutions Limited*10 41,937.28 465.00 August 13, 2024 651.00 37.49% [3.23%] 21.39% [0.04%] Not Applicable 7. Ceigall India Limited*9 12,526.63 401.00 August 08, 2024 419.00 -4.89% [3.05%] -14.01% [0.40%] Not Applicable 8. Stanley Lifestyles Limited# 5,370.24 369.00 June 28, 2024 499.00 55.96% [2.91%] 31.29% [7.77%] Not Applicable 9. Le Travenues Technology Limited# 7,401.02 93.00 June 18, 2024 135.00 86.34% [4.42%] 67.63% [7.23%] Not Applicable 10. TBO Tek Limited* 15,508.09 920.00 May 15, 2024 1,426.00 69.94% [5.40%] 84.90% [9.67%] 85.23% [8.77%] Source: www.nseindia.com and www.bseindia.com # BSE as Designated Stock Exchange * NSE as Designated Stock Exchange Notes: 1. Opening price information as disclosed on the website of the Designated Stock Exchange. 2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange. 3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable. 4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered. 5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar days. 5266. Restricted to last 10 issues. 7. A discount of ₹7 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 8. A discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 9. A discount of ₹38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 10. A discount of ₹44 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 11. A discount of ₹35 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 12. A discount of ₹27 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion 2. Summary statement of price information of past issues handled by JM Financial Limited Financial Total Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium as Year no. of raised on as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from on 180th calendar days from listing IPOs (in ₹ million) listing date listing date listing date date Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25% 2024-2025 10 2,01,766.03 - - 3 4 1 - - - - 1 - - 2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7 2022-2023 11 3,16,770.53 - 1 3 - 5 2 - 2 2 2 3 2 C. Nuvama Wealth Management Limited 1. Price information of past issues handled by Nuvama Wealth Management Limited (during current Fiscal and two Fiscals preceding the current financial year): S. **Issue Name Issue Size Issue price Listing Date Opening +/- % change in +/- % change in +/- % change in No. (in ₹ million) (₹) Price on closing price, [+/- % closing price, [+/- % closing price, [+/- % # Listing change in closing change in closing change in closing Date benchmark] - 30th benchmark] - 90th benchmark] - 180th (in ₹) calendar days from calendar days from calendar days from listing listing listing 1. NTPC Green Energy Limited 100,000.00 108.00# November 27, 2024 111.50 NA NA NA 2. Acme Solar Holdings Limited 29,000.00 289.00^ November 13, 2024 251.00 NA NA NA 3. Afcons Infrastructure Limited 54,300.00 463.00$$ November 4, 2024 426.00 NA NA NA 4. P N Gadgil Jewellers Limited 11,000.00 480.00 September 17, 2024 830.00 61.14% [-1.76%] NA NA 5. Allied Blenders and Distillers Limited 15,000.00 281.00$ July 02, 2024 320.00 9.68% [3.43%] 21.28% [8.52%] NA 6. Go Digit General Insurance Limited 26,146.46 272.00 May 23, 2024 286.00 22.83% [2.32%] 30.79% [7.54%] 16.25% [2.12%] 7. Popular Vehicles and Services Limited 6,015.54 295.00^^ March 19, 2024 289.20 -15.59% [1.51%] -13.67% [7.55%] -23.43% [16.22%] 8. Capital Small Finance Bank Limited 5,230.70 468.00 February 14, 2024 435.00 -25.25% [1.77%] -26.09% [1.33%] -31.44% [10.98%] 9. Mediassist Healthcare Services Limited 11,715.77 418.00 January 23, 2024 465.00 22.32% [3.20%] 15.66% [3.86%] 33.86% [14.54%] 10. Flair Writing Industries Limited 5,930.00 304.00 December 01, 2023 501.00 14.69% [7.22%] -8.63% [8.31%] 1.12% [12.93%] Source: www.nseindia.com and www.bseindia.com # NTPC Green Energy Limited – A discount of ₹5 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹108 per equity share ^Acme Solar Holdings Limited – A discount of ₹27 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹289 per equity share $$ Afcons Infrastructure Limited – A discount of ₹44 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹463 527per equity share $Allied Blenders and Distillers Limited - A discount of ₹26 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹281 per equity share ^^Popular Vehicles and Services Limited - A discount of ₹28 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹295 per equity share #As per Prospectus **Pursuant to order passed by Hon’ble National Company Law Tribunal, Mumbai Bench dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited (“Edelweiss”) has demerged and now transferred to Nuvama Wealth Management Limited (“Nuvama”) and therefore the said merchant banking business is part of Nuvama. Notes 1. Based on date of listing. 2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index on 30th/ 90th / 180th calendar day from listing day. 3. Wherever 30th / 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. 4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index. 5. Not Applicable. – Period not completed 6. Disclosure in Table-1 restricted to 10 issues. 2. Summary statement of price information of past issues handled by Nuvama Wealth Management Limited Fiscal Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium - Year no. of amount 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing IPOs of funds Over Between 25- Less Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than raised 50% 50% than 50% 50% 25% 50% 50% 25% 50% 50% 25% (in ₹ 25% million) # 2024-25* 6 235,446.46 - - - 1 - 2 - - - - - 1 2023-24 9 68,029.67 - 1 1 1 1 5 - 1 3 1 1 3 2022-23 3 28,334.49 - 1 - - 1 1 - 1 1 - - 1 The information is as on the date of the document 1. Based on date of listing. 2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. 3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index. *For the financial year 2024-25, 3 issues have completed 30 calendar days, 2 issues have completed 90 calendar days and 1 issue has completed 180 calendar days. #As per prospectus 528Track record of past issues handled by the BRLMs For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference CIR/MIRSD/1/2012) dated January 10, 2012, issued by SEBI, see the website of the Book Running Lead Managers, as set forth in the table below: S. No. Name of the Book Running Lead Managers Website 1. IIFL Capital Services Limited (formerly known as IIFL Securities www.iiflcap.com Limited) 2. JM Financial Limited www.jmfl.com 3. Nuvama Wealth Management Limited www.nuvamawealth.com Stock Market Data of Equity Shares This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange as on the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances in the Offer The agreement between the Registrar to the Offer, our Company and the Selling Shareholders provides for retention of records with the Registrar to the Offer for a period of at least eight years from the date of listing and commencement of trading of the Equity Shares pursuant to the Offer to enable the investors to approach the Registrar to the Offer for redressal of their grievances. Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLMs or the Registrar to the Offer, in the manner provided below. All Offer related grievances, other than by Anchor Investors, may be addressed to the Registrar to the Offer, with a copy to the relevant Designated Intermediary, with whom the ASBA Form was submitted, quoting the full name of the sole or first Bidder, ASBA Form number, Bidders’ DP ID, Client ID, UPI ID, PAN, address of the Bidder, number of Equity Shares applied for, date of ASBA Form, name and address of the relevant Designated Intermediary, where the Bid was submitted and ASBA Account number (for Bidders other than UPI Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders using the UPI Mechanism. Further, the Bidder shall enclose the Acknowledgement Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the documents / information mentioned hereinabove. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. For offer related grievances, investors may contact the Book Running Lead Managers, details of which are given in “General Information” on page 103. SEBI, by way of its master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 (“SEBI ICDR Master Circular”) read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021 Circular”) amended by the 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/2021/570 dated June 2, 2021 (“June 2021 Circular”), each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, has identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries / SCSBs and failure to unblock funds for cancelled / withdrawn / deleted cases in the stock exchange platforms, failure to unblock funds in cases of partial allotment by the next working day from the finalisation of basis of allotment, failure to unblock the funds in cases of non-allotment by the Issue Closing Date, SCSBs blocking multiple amounts for the same UPI mechanism, and SCSBs blocking more amount in the investors’ accounts than the application amount. As per the SEBI ICDR Master Circular read with the March 2021 Circular, and the June 2021 Circular, as amended by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent applicable 529and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, SEBI has prescribed certain mechanisms for initial public offerings to ensure proper management of investor issues arising out of the UPI Mechanism, including (i) identification of a nodal officer by SCSBs for IPO applications processed through UPI as a payment Mechanism; (ii) delivery of SMS alerts and invoice in the inbox by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical details of mandate blocks / unblocks, performance of apps and UPI handles, network latency or downtime, etc., by the Sponsor Bank to the intermediaries forming part of the closed user group vide web portal; (iv) limiting the facility of reinitiating UPI Bids to Syndicate Members only to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for non-allotted/partially allotted applications is completed by the closing hours of one Working Day subsequent to the finalisation of the Basis of Allotment. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid / Offer Closing Date, in accordance with the March, 2021 Circular, as amended by the SEBI circular dated June 2, 2021 and SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the application amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid / Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. In terms of SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum or such other rate of interest as may be prescribed under applicable law for any delay beyond this period of 15 days. The following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for ₹100 per day or 15% per annum of the Bid From the date on which the request for cancelled / withdrawn / Amount, whichever is higher cancellation / withdrawal / deletion is placed deleted applications on the bidding platform of the Stock Exchanges till the date of actual unblock Blocking of multiple 1. Instantly revoke the blocked funds other From the date on which multiple amounts amounts for the same than the original application amount and were blocked till the date of actual unblock Bid made through the 2. ₹100 per day or 15% per annum of the total UPI Mechanism cumulative blocked amount except the original Bid Amount, whichever is higher Blocking more amount 1. Instantly revoke the difference amount, i.e., From the date on which the funds to the than the Bid Amount the blocked amount less the Bid Amount and excess of the Bid Amount were blocked till 2. ₹100 per day or 15% per annum of the the date of actual unblock difference amount, whichever is higher Delayed unblock for non ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the – Allotted / partially Amount, whichever is higher finalization of the Basis of Allotment till the Allotted applications date of actual unblock Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from the investor, for each day delayed, the Book Running Lead Managers shall be liable to compensate the investor ₹100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is received till the date of actual unblock. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI RTA Master Circular. Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. 530All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, name and address of the Book Running Lead Managers, unique transaction reference number, the name of the relevant bank, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum Application Form was submitted by the Anchor Investor. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the Offer. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated Intermediaries in addition to the information mentioned hereinabove. Disposal of Investor Grievances by our Company Our Company shall, after filing this Draft Red Herring Prospectus, obtain authentication on the SCORES in compliance with the SEBI circular bearing reference no. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, in relation to redressal of investor grievances through SCORES. Our Company has also constituted a Stakeholders Relationship Committee to review and redress the shareholders and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares. For details of our Stakeholders Relationship Committee, see “Our Management” on page 320. Our Company has also appointed Shweta Deshpande, Company Secretary of our Company, as the Compliance Officer for the Offer. For details see, “General Information –Company Secretary and Compliance Officer” on page 104. Each of the Selling Shareholders, severally and not jointly, has authorised the Company Secretary and Compliance Officer of the Company, and the Registrar to the Offer to deal with, on their behalf, any investor grievances received in the Offer in relation to their respective portion of the Offered Shares. 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. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint provided however, in relation to complaints pertaining to blocking / unblocking of funds, investor complaints shall be resolved on 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. Exemptions from complying with any provision of securities laws, if any, granted by SEBI Our Company has not applied for any exemption from complying with any provisions of securities laws before SEBI, as on the date of this Draft Red Herring Prospectus. Other confirmations No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the Offer, except for fees or commission for services rendered in relation to the Offer. There are no conflicts of interest between (i) the suppliers of raw materials and third party service providers (crucial for operations of our Company) or (ii) the lessors of our immovable properties (crucial for our operations) and our Company, Promoters, Promoter Group, Key Managerial Personnels, Directors, Subsidiaries / Group Companies, and their directors. Except as disclosed in the Draft Red Herring Prospectus, there are no findings / observations pursuant to any 531inspections of the Company by SEBI or any other regulatory authority that we considered material and non- disclosure of which may have bearing on the investment decisions of the Bidders. 532SECTION VIII - OFFER INFORMATION TERMS OF THE OFFER The Equity Shares being issued, offered and Allotted pursuant to the Offer are subject to the provisions of the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, and other terms and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale, and listing and trading of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as may be prescribed by such governmental, regulatory or statutory authority while granting its approval for the Offer. The Offer The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in “Objects of the Offer”, on page 151. Ranking of the Equity Shares The Equity Shares being issued, offered and Allotted in the Offer shall rank pari passu in all respects with the existing Equity Shares including rights in respect of dividend and other corporate benefits if any, declared by our Company after the date of Allotment. For further details, see “Articles of Association” on page 569. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the Shareholders as per the provisions of the Companies Act, 2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations and other applicable law. All dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale), will be payable to the Allottees, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Articles of Association” on pages 352 and 569, respectively. Face Value, Floor Price, Price Band and Offer Price The face value of the Equity Shares is ₹2. The Floor Price of Equity Shares is ₹[●] per Equity Share and the Cap Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share. The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and advertised in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered Office is located), each with wide circulation, respectively, at least two Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the respective websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid / Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building Process. At any given point of time there shall be only one denomination for the Equity Shares. Compliance with disclosure and accounting norms Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time. 533Rights of the Shareholders Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, our Shareholders shall have the following rights: • the right to receive dividend, if declared; • the right to attend general meetings and exercise voting rights, unless prohibited by law; • the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the Companies Act; • the right to receive offers for rights shares and be allotted bonus shares, if announced; • the right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied; • the right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable laws, including rules framed by the RBI; and • such other rights, as may be available to a shareholder of a listed public company under applicable law, including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of Association and Articles of Association. For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture and lien, transfer and transmission, and/or consolidation / splitting, see “Articles of Association” on page 569. Allotment in dematerialised form Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can be applied for in the dematerialised form only. In this context, our Company has entered into the following agreements with the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated April 17, 2023, amongst our Company, NSDL and Registrar to the Offer. • Tripartite agreement dated July 4, 2023, amongst our Company, CDSL and Registrar to the Offer. Market Lot and Trading Lot The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares to QIBs and RIBs. For NIIs allotment shall not be less than the minimum Non-Institutional application size. For the method of Basis of Allotment, see “Offer Procedure” on page 545. Joint Holders Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship. Jurisdiction The competent courts of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer. Period of operation of subscription list See “- Bid / Offer Programme” on page 535. Nomination facility to Bidders In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of the Sole Bidder or in case of joint Bidders, the death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such 534person would be entitled if such person were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the nominating holder of such Equity Shares. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such cancellation or variation. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at our Registered Office or with the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall, upon the production of such evidence as may be required by our Board, elect either: • to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold payment of all dividend, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate nomination with our Company. Nominations registered with the respective Collecting Depository Participant of the Bidder will prevail. If Bidders wish to change their nomination, they are requested to inform their respective Collecting Depository Participant. Bid / Offer Programme BID/ OFFER OPENS ON [●](1) BID/ OFFER CLOSES ON [●](2)(3) (1) Our Company, may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations. (2) Our Company, may, in consultation with the BRLMs, consider closing the Bid/ Offer Period for QIBs one day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be at 5.00 p.m. on Bid / Offer Closing Date. An indicative timetable in respect of the Offer is set out below: Event Indicative Date Bid / Offer Closing Date [●] Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●] Initiation of refunds (if any, for Anchor Investors) / unblocking of funds from ASBA On or about [●] Account* Credit of Equity Shares to demat accounts of Allottees On or about [●] Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●] * In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid / Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non- allotted / partially allotted Bids, exceeding two Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid / Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 and the SEBI 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, SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations which for the avoidance of doubt, shall be deemed to be incorporated in the agreements to be entered into between our Company with the relevant intermediaries, to the extent applicable. 535The 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, 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, 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 RTA Master Circular, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. The above timetable is indicative and does not constitute any obligation or liability on our Company, the Selling Shareholders or the BRLMs. While the Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date or such period as may be prescribed by the SEBI, the timetable may be extended due to various factors, such as extension of the Bid / Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. Each Selling Shareholder, severally and not jointly, confirm that they shall extend complete co-operation required by our Company and the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as may be prescribed. In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the Bid / Offer Closing Date or such other time as may be 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 the Draft Red Herring Prospectus may result in changes to the listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors): Bid / Offer Period (except the Bid / Offer Closing Date) Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) Bid / Offer Closing Date* Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST accounts) – For Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA applications where Bid Amount is up to ₹0.50 million) Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST Individual Applications) Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST Individual Applications of QIBs and NIIs where Bid Amount is more than ₹0.50 million Modification / Revision / cancellation of Bids Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST categories# on Bid / Issue Closing Date Upward or downward Revision of Bids or cancellation of Bids by Retail Only between 10.00 a.m. and up to 5.00 p.m. IST Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion *UPI mandate end time and date shall be at 5.00 pm on Bid / Offer Closing Date. # QIBs and Non-Institutional Bidders can neither revise their Bids downwards nor cancel / withdraw their Bids. On the Bid / Offer Closing Date, the Bids shall be uploaded until: (i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders; and 536(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and Eligible Employees bidding in the Employee Reservation Portion. On Bid / Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading Bids received by Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled / withdrawn / deleted applications to the SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid / Offer Opening Date till the Bid / Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead Managers and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Due to limitation of time available for uploading the Bids on the Bid / Offer Closing Date, Bidders are advised to submit their Bids one day prior to the Bid / Offer Closing Date, and in any case no later than 3:00 p.m. IST on the Bid / Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public offerings in India, it may lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. Bids and any revision to the Bids, will be accepted only during Working Days, during the Bid / Offer Period. Bids will be accepted only during Monday to Friday (excluding any public holiday), during the Bid / Offer period. Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid / Offer Period till 5.00 pm on the Bid / Offer Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing. Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid / Offer Period in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, subject to minimum 105% of the Floor Price. In case of revision in the Price Band, the Bid / Offer Period shall be extended for at least three additional Working Days after such revision, subject to the Bid / Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company and the Selling Shareholders, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject to the Bid / Offer Period not exceeding 10 Working Days. Any revision in Price Band, and the revised Bid / Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and terminals of the Syndicate Members and by intimation to the Designated Intermediaries. In case of revision of price band, the Bid lot shall remain the same. In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the purpose of Allotment. 537Employee Discount Employee Discount, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion, and, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on Bid Amount net of Employee Discount, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, less Employee Discount, at the time of making a Bid. Minimum Subscription In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR or if the subscription level falls below the thresholds mentioned above after the Bid / Offer Closing Date, on account of withdrawal of Bids or after technical rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered in the Offer, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law or under any direction or order of SEBI or any other Governmental Authority. If there is a delay beyond four days, our Company, the Selling Shareholders, to the extent applicable, and every Director of our Company who is an officer in default, to the extent applicable, shall pay interest at the rate of 15% or such other interest rate as prescribed under applicable law, including SEBI ICDR Master Circular and SEBI RTA Master Circular. In the event of an under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment for valid Bids will be made in the following order: (i) in the first instance, towards subscription for such number of Equity Shares comprising 90% of the Fresh Issue; (ii) if there remain any balance valid Bids received in the Offer, then towards all the Offered Shares on a proportionate basis will be Allotted; and (iii) once Allotment has been made for valid Bids as per (i) and (ii) above, any balance valid Bids will thereafter be Allotted towards the remaining 10% of the Fresh Issue. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and the Selling Shareholders shall be liable to pay interest on the application money in accordance with applicable laws. The Selling Shareholders shall reimburse any expenses and interest incurred by our Company on behalf of them for any delays in making refunds as required under the Companies Act, the UPI Circulars and any other applicable law, provided that the Selling Shareholders shall not be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly attributable to an act or omission of the Selling Shareholders. Arrangements for disposal of odd lots Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one Equity Share, no arrangements for disposal of odd lots are required. New financial instruments Our Company is not issuing any new financial instruments through this Offer. Restriction on transfer and transmission of Equity Shares Except for the lock-in of the pre-Offer Equity Shares, the minimum promoters’ contribution and Equity Shares allotted to Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 113, and except as provided in our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting. See, “Articles of Association” at page 569. 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 538the 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. However, Allotees may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Withdrawal of the Offer The Offer shall be withdrawn in the event that 90% of the Fresh Issue portion of the Offer is not subscribed. Our Company, in consultation with the BRLMs, reserve the right not to proceed with the entire or portion of the Offer for any reason at any time after the Bid / Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which the pre-Offer advertisements were published, within two days of the Bid / Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer. Further, the Stock Exchanges on which the Equity Shares are proposed to be listed shall be informed promptly in this regard by our Company and the BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. In the event of withdrawal of the Offer and subsequently, plans of a fresh public offering of Equity Shares by our Company, a fresh draft red herring prospectus will be filed again with SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of the Bid / Offer Closing Date or such other period as may be prescribed under applicable law, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded / unblocked within the time prescribed under applicable law. 539OFFER STRUCTURE The Offer is of up to [●] Equity Shares of face value of ₹2 each for cash at a price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹[●] million comprising of a Fresh Issue of up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹1,500.00 million by our Company and an Offer of Sale of up to 12,307,500 Equity Shares of face value of ₹2 each aggregating up to ₹[●] million by the Selling Shareholders. The Offer comprises a Net Offer of up to [●] Equity Shares of face value of ₹2 each and the Employee Reservation Portion of up to [●] Equity Shares of face value of ₹2 each. Our Company, in consultations with the BRLMs, may offer a discount of up to [●]% (equivalent to ₹[●] per Equity Share) to the Offer Price to Eligible Employees bidding under the Employee Reservation Portion in accordance with the SEBI ICDR Regulations and details of which will be announced at least two Working Days prior to the Bid / Offer Opening Date. The Offer and the Net Offer shall constitute [●]% and [●]% respectively, of the post-Offer paid-up Equity Share capital of our Company. Our Company, in consultation with the BRLMs, may consider a further issue of specified securities as may be permitted under applicable law, aggregating up to ₹300.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus, and details of the Pre-IPO Placement, if any, shall be reported to the Stock Exchanges within 24 hours of such transactions, in accordance with Regulation 54 of the SEBI ICDR Regulations. The Offer is being made through Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations. Non-Institutional Retail Individual Eligible Employees# Particulars QIBs (1) Bidders Bidders Number of Not more than [●] Not less than [●] Equity Not less than [●] Equity Up to [●] Equity Shares Equity Shares Equity Shares of face Shares of face value of Shares of face value of of face value of ₹2 each available for value of ₹2 each ₹2 each available for ₹2 each available for Allotment / allocation or Net Offer allocation or Net Offer allocation* (2) less allocation to QIB less allocation to QIB Bidders and Retail Bidders and Non- Individual Bidders Institutional Bidders Percentage of Not more than 50% of Not less than 15% of the Not less than 35% of the The Employee Offer Size the Net Offer size shall Net Offer, or the Net Net Offer, or the Net Reservation Portion shall available for be available for Offer less allocation to Offer less allocation to constitute up to [●]% of Allotment / allocation to QIB QIB Bidders and Retail QIB Bidders and Non- the post-Offer paid-up allocation Bidders. However, 5% Individual Bidders will Institutional Bidders equity share capital of our of the Net QIB Portion be available for Company will be available for allocation, out of which: allocation proportionately to a) one third of Non - Mutual Funds only. Institutional Portion Mutual Funds shall be reserved for participating in the Bidders with application Mutual Fund Portion size of more than ₹0.20 will also be eligible for million and up to ₹1.00 allocation in the million; and remaining balance Net QIB Portion. The b) two third of Non - unsubscribed portion in Institutional Portion the Mutual Fund shall be reserved for Bidders with application 540Non-Institutional Retail Individual Eligible Employees# Particulars QIBs (1) Bidders Bidders Portion will be added to size of more than ₹1.00 the Net QIB Portion million, provided that the unsubscribed portion in either of such sub- categories may be allocated to Bidders `in the other sub - category of Non - Institutional Bidders. Basis of Proportionate as The Equity Shares The allotment to each Proportionate; unless the Allotment / follows (excluding the available for allocation Retail Individual Bidder Employee Reservation allocation if Anchor Investor to Non-Institutional shall not be less than the Portion is respective Portion): Bidders under the Non- minimum Bid Lot, subject undersubscribed, the category is Institutional Portion, to availability of Equity value of allocation to an oversubscribed* a) Up to [●] Equity shall be subject to the Shares in the Retail Eligible Shares of face value following: Portion and the remaining Employee shall not of ₹2 each shall be available Equity Shares if exceed ₹0.20 million (net available for (i) one-third of Non- any, shall be allotted on a of Employee Discount, if allocation on a Institutional Portion proportionate basis. For any). proportionate basis will be available for details, see “Offer to Mutual Funds allocation to Procedure” on page 545. In the event of only; and Bidders with an undersubscription in the application size of Employee Reservation b) Up to [●] Equity more than ₹0.20 Portion, the unsubscribed Shares of face value million and up to portion may be allocated, of ₹2 each shall be ₹1.00 million, and on a proportionate basis, available for (ii) two-thirds of the to Eligible Employees for allocation on a Non-Institutional a value exceeding ₹0.20 proportionate basis Portion will be million (net of Employee to all QIBs, available for Discount, if any) subject including Mutual allocation to to Funds receiving Bidders with total Allotment to an allocation as per (a) application size of Eligible Employee not above more than ₹1.00 exceeding ₹0.50 million million, (net of Employee c) Up to [●] Equity provided that the Discount, if any). Shares of face value unsubscribed portion in of ₹2 each either of the (comprising of up aforementioned sub- to 60% of the QIB categories may be Portion) may be allocated to Bidders in allocated on a the other sub-category discretionary basis of Non-Institutional to Anchor Investors Bidders. of which one-third shall be available The Allotment to each for allocation to Non-Institutional Domestic Mutual Bidder shall not be less Funds only, subject than the minimum to valid Bid application size, subject received from to the availability of Mutual Funds at or Equity Shares in the above the Anchor Non-Institutional Investor Allocation Portion, and the Price remaining Equity Shares, if any, shall be allotted on a proportionate basis. For details, see “Offer Procedure” on page 545. Minimum Bid Such number of Equity For Non-Institutional [●] Equity Shares [●] Equity Shares Shares in multiples of Bidder applying under 541Non-Institutional Retail Individual Eligible Employees# Particulars QIBs (1) Bidders Bidders [●] Equity Shares, that (i) One-third of the Non- the Bid Amount Institutional Category exceeds ₹0.20 million such number of Equity Shares in multiples of [●] Equity Shares such that the Bid Amount exceeds ₹0.20 million For Non-Institutional Bidder applying under (ii) Two-thirds of the Non-Institutional Category such number of Equity Shares in multiples of [●] Equity Shares such that the Bid Amount exceeds ₹1.00 million Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity Shares in multiples of Shares in multiples of Shares in multiples of [●] Shares and in multiples of [●] Equity Shares not [●] Equity Shares not Equity Shares so that the [●] Equity Shares so that exceeding the size of the exceeding the size of the Bid Amount does not the maximum Bid Net Offer (excluding Net Offer (excluding the exceed ₹0.20 million Amount by each Eligible the Anchor Portion), QIB Portion), subject to Employee in this portion subject to applicable limits prescribed under does not exceed ₹0.50 limits under applicable applicable law million (net of discount, if law any) Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Mode of Compulsorily in dematerialised form allotment Allotment Lot [●] Equity Shares of face value of ₹2 each and in multiples of one Equity Shares of face value of ₹2 each thereafter for QIBs, Eligible Employees and RIBs. For NIBs allotment shall not be less than the minimum non-institutional application size. Trading Lot One Equity Share Who can Public financial Resident Indian Resident Indian Eligible Employees apply(3)(5) institutions (as specified individuals, Eligible individuals, Eligible NRIs in Section 2(72) of the NRIs, HUFs (in the and HUFs (in the name of Companies Act), name of the karta), the karta) scheduled commercial companies, corporate banks, Mutual Funds, bodies, scientific Eligible FPIs, VCFs, institutions societies and AIFs, FVCIs registered trusts and any with SEBI, multilateral individuals, corporate and bilateral bodies and family development financial offices which are re- institutions, state categorised as category industrial development II FPIs and registered corporation, insurance with SEBI companies registered with IRDAI, provident funds (subject to applicable law) with minimum corpus of ₹250.00 million, pension funds with minimum corpus of ₹250.00 million, with the Pension Fund Regulatory and Development Authority, National Investment Fund set up by the Government of India, the insurance funds set up and managed by army, navy 542Non-Institutional Retail Individual Eligible Employees# Particulars QIBs (1) Bidders Bidders or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important Non-Banking Financial Companies. Terms of In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of Payment submission of their Bids(4) In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form. Mode of ASBA only (excluding ASBA only (including ASBA only (including ASBA only (including the Bidding^ the UPI Mechanism) UPI Mechanism for Bids the UPI Mechanism) UPI Mechanism) except for Anchor up to ₹0.50 million) Investors * Assuming full subscription in the Offer. ^ SEBI vide its SEBI ICDR Master Circular and vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), has mandated that ASBA applications in Public Issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIB, NIB and Retail and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. # Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹0.50 million (net of the Employee Discount, if any). However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹0.20 million (net of the Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of the Employee Discount, if any). An Eligible Employee Bidding in the Employee Reservation Portion (subject to Bid Amount being up to ₹0.50 million (of the Employee Discount, if any), can also Bid in the Net Offer, and such Bids shall not be considered multiple Bids. The unsubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. (1) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations and subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five Anchor Investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment of ₹50 million per Anchor Investor. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription 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 further details, see “Offer Procedure” on page 545. (2) Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 45 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs. 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 Offer 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 Net Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Net Offer 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 Offer 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 Non-Institutional Portion shall be reserved for Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the Non-Institutional Portion will be available for allocation to Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of Non- Institutional Bidders. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories, at the discretion of our Company in consultation with the BRLMs, Registrar to the Offer and the Designated Stock Exchange. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the SCRR, the Allotment for the balance valid Bids will be made proportionately towards Fresh Issue and the Offered Shares. For further details, see “Terms of the Offer” on page 533. 543(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. (4) Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any positive difference between the Anchor Investor Allocation Price and the Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. (5) Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 551 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. Note: Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares pursuant to the Offer. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on Bid Amount (net of employee discount), at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price (net of employee discount), at the time of making a Bid. Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories or a combination of categories at the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange. 544OFFER PROCEDURE All Bidders should read 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. The General Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to the Offer. Investors should note that the details and process provided in the General Information Document should be read along with this section. Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) Designated Date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of 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 through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced as a payment mechanism in addition to ASBA for applications by Retail Individual Bidders through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying through Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Bidders through Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued and RIBs submitting their ASBA Forms through Designated Intermediaries (other than SCSBs) can only use UPI Mechanism with existing timeline of T+6 days until further notice pursuant to SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 (“UPI Phase II”). The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from time to time. Please note that we may need to make appropriate changes in the Red Herring Prospectus and Prospectus depending on the timing of the opening of the Offer. 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, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and SEBI master circular no. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023 had introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Subsequently, the SEBI RTA Master Circular, consolidated the aforementioned circulars to the extent relevant for RTAs and rescinded these circulars. Further, the SEBI ICDR Master Circular consolidated the aforementioned circulars and rescinded these circulars to the extent they relate to the SEBI ICDR Regulations. Furthermore, pursuant to SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism and provide their UPI ID in the Bid- cum-Application Form for bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), applications made using the ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and lead 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 545Mechanism) exceeding two Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated in accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus. The BRLMs shall be the nodal entity for any issues arising out of public issuance process. Our Company, the Selling Shareholders and the BRLMs are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from them at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non- allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. 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 Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. Furthermore, up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹[●] million shall be made available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, net of Employee Discount, if any. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories on proportionate basis, at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to applicable laws. Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹0.20 million, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020 and press releases dated June 25, 2021, September 17, 2021 and March 30, 2022 and March 28, 2023. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized 546subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Phased implementation of UPI for Bids by RIBs as per the UPI Circulars SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by UPI Bidders 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 payment mechanism in three phases in the following manner: (a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this phase, an RIB also had the option to submit the ASBA Form with any of the Designated Intermediaries and use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing would continue to be six Working Days. (b) Phase II: This phase 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 bearing number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of UPI Phase II till March 31, 2020. Further, pursuant to SEBI circular dated March 30, 2020, this phase was extended till further notice. Under this phase, submission of the ASBA Form without UPI by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this phase. (c) Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023 vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The Offer is being made under Phase III of the UPI Circulars (on a mandatory basis) in accordance with the SEBI ICDR Master Circular and the T+3 Notification (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post–Offer BRLMs will be required to compensate the concerned investor. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank(s) to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI. 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, 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. 547SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 each to the extent applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. Further, pursuant to the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022(to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism and provide their UPI ID in the Bid-cum-Application Form for bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. This circular has come into force for initial public offers opening on or after May 1, 2022 and the provisions of these circular are deemed to form part of this Draft Red Herring Prospectus. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. Electronic registration of Bids a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the online facilities for the Book Building process on a regular basis before the closure of the Offer. b) On the Bid / Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for allocation / Allotment. The Designated Intermediaries are given till 5:00 pm on the Bid / Offer Closing Date to modify select fields uploaded in the Stock Exchanges’ platform during the Bid / Offer Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing. Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with the Designated Intermediaries at relevant Bidding Centers and at our Registered Office. An electronic copy of the ASBA Form will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid / Offer Opening Date. The Bid Cum Application Forms for Eligible Employees Bidding in the Employee Reservation Portion will be available only at our offices and branches in India. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. Anchor Investors are not permitted to participate in this Offer through the ASBA process. Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain such details are liable to be rejected. Retail Individual Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum Application Form. Bids submitted by Retail Individual Bidders with any Designated Intermediary (other than SCSBs) without mentioning the UPI ID are liable to be rejected. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such specified stamp maybe liable for rejection. Bidders using the ASBA process to participate in the Offer must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked therein. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about the Bid Amounts blocked / unblocked. 548Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner below: (i) RIBs (other than the RIBs 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. (ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub- Syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (iii) QIBs and NIBs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked / unblocked. In terms of the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all the ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. The circular shall be applicable for all categories of investors viz. Retail Individual Bidder, QIB and NIB and also for all modes through which the applications are processed. Non-Institutional Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application Form. UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application Form. The prescribed colour of the Bid cum Application Forms for various categories is as follows: Category Colour of Bid cum Application Form* Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual [●] Bidders and Eligible NRIs applying on a non-repatriation basis Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs [●] and registered bilateral and multilateral institutions Anchor Investors [●] Eligible Employees Bidding in the Employee Reservation Portion [●] * Excluding electronic Bid cum Application Forms. Notes: (1) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs. (3) Bid cum Application Forms for Eligible Employees shall be available at the Registered Office of our Company. In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit / deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to RIBs, 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 RIBs (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit 549trail of all disputed transactions / investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI RTA Master Circular. For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid / Offer Closing Date (“Cut- Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking of funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis. The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks, performance of apps and UPI handles, down-time / network latency (if any) across intermediaries and any such processes having an impact / bearing on the Offer Bidding process. Participation by Promoters, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate Members and the persons related to Promoters, Promoter Group, BRLMs and the Syndicate Members and Bids by Anchor Investors The BRLMs and the Syndicate Members shall not be allowed to purchase / subscribe the Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Members may purchase / subscribe to the Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders and such subscription may be on their own account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except for Mutual Funds, AIFs or FPIs (other than individuals, corporate bodies and family offices) sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities or pension funds sponsored entities which are associates of the BRLMs, no BRLMs or their respective associates can apply in the Offer under the Anchor Investor Portion. Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” if: (i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs. Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer, except in accordance with the applicable law. Furthermore, persons related to the Promoters and the Promoter Group shall not apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of the Promoters or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to the Promoters or Promoter Group of our Company. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. Failing this, the Company in consultation with BRLMs reserves the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. 550In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids, provided that such Bids clearly indicate the scheme for which the Bid is submitted. No Mutual Fund scheme shall invest more than 10% of its 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 scheme. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by Eligible NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs Bidding on a repatriation basis should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non- Resident External Accounts (“NRE Account”), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a non-repatriation basis should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA regulations. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with the FEMA NDI Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. Pursuant to the special resolution dated September 5, 2024, passed by our Shareholders, the aggregate ceiling of 10% was raised to 24%. Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non- Residents ([●] in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 567. Bids by HUFs Bids by HUFs, should be made in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs will be considered at par with Bids from individuals. Bids by FPIs In terms of applicable FEMA NDI Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common control) shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis. In case the total holding of an FPI or investor group increase beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up 551to 100% under the automatic route). In terms of the FEMA NDI Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company in consultation with BRLMs, reserve the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). To ensure compliance with the above requirement, SEBI, pursuant to its SEBI RTA Master Circular, has directed that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments, directly or indirectly, only if it complies with the following conditions: (a) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified by SEBI; and (d) such other conditions as may be specified by SEBI from time to time. An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI. Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids and are liable to be rejected: • FPIs which utilise the multi-investment manager structure in accordance with the SEBI master circular bearing reference number EBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”) provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs; • Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative investments; • Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; • FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme or fund has multiple investment strategies / sub-funds with identifiable differences and managed by a single investment manager. • Multiple branches in different jurisdictions of foreign bank registered as FPIs; • Government and Government related investors registered as Category 1 FPIs; and • Entities registered as collective investment scheme having multiple share classes. 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 in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. MIM Bids by an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. 552The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs with the operational guidelines for FPIs and designated Collecting Depository Participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected. FPIs 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) (collectively, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital on a fully diluted basis shall be liable to be rejected. Participation of FPIs in the Offer shall be subject to the FEMA NDI Rules. There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other categories for the purpose of allocation. Bids by SEBI registered AIFs, VCFs and FVCIs The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (the “SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (the “SEBI VCF Regulations”), VCFs which have not re-registered as AIFs 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. The SEBI FVCI Regulations prescribe the investment restrictions on FVCIs. The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A Category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered as a Category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a venture capital undertaking or an investee company (as defined under the SEBI AIF Regulations) whose shares are proposed to be listed. Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA NDI Rules. All Non-Resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company and, in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. Bids by banking companies 553In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Bid cum Application Form, failing which our Company, in consultation with BRLMs, reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949 (the “Banking Regulation Act”) and Master Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet, whichever is less. Further, the aggregate equity investment in subsidiaries and other entities engaged in financial and non-financial services cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid- up share capital of such investee company if: (a) the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic debt restructuring, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is required to submit a time- bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed) and investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular and circulars dated September 13, 2012 and January 2, 2013 issued by SEBI, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such Bids. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 read with the investments – master circular issued by IRDAI dated October 27, 2022, each as amended (“IRDA Investment Regulations”) and are based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s), must be attached to the Bid-cum Application Form. Failing this, our Company, in consultation with BRLMs, reserve the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with a minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority 554established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof. Our Company, in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that our Company, in consultation with the BRLMs, may deem fit. Bids by provident funds / pension funds In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund / pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs reserve the right to reject any Bid, without assigning any reason therefor. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key terms for participation by Anchor Investors are provided below. (a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of the BRLMs. (b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million. (c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds. (d) Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date and will be completed on the same day. (e) Our Company, in consultation with the BRLMs will finalise allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not less than: • maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million; • minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor Investor; and • in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor. (f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to be made available in the public domain by the BRLMs before the Bid / Offer Opening Date, through intimation to the Stock Exchanges. (g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. (h) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to 555Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment. (i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities or pension funds sponsored by entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs) can apply in the Offer under the Anchor Investor Portion. (j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as multiple Bids. (k) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price. Bids by Eligible Employees The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹0.50 million (net of Employee Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹0.20 million (net of employee discount, if any). Allotments to Eligible Employees in excess of ₹0.20 million (net of employee discount, if any) shall be considered on a proportionate basis, in the event of undersubscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not exceeding ₹0.50 million (net of Employee Discount, if any). Subsequent undersubscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price. For details see “Offer Structure” on page 540. Bids under the Employee Reservation Portion by Eligible Employees shall be: 1. Made only in the prescribed Bid cum Application Form or Revision Form. 2. Only Eligible Employees (as defined in this Draft Red Herring Prospectus) (excluding such other persons not eligible under applicable laws, rules, regulations and guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion. 3. In case of joint bids, the sole / First Bidder shall be the Eligible Employee. 4. Bids by Eligible Employees may be made at the Cut-off Price. 5. Only those Bids, which are received at or above the Offer Price, net of Employee Discount, if any, would be considered for allocation under this portion. 6. If the aggregate demand in this portion is less than or equal to [●] Equity Shares of face value of ₹2 each at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand. 7. Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. 8. As per the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism. In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available 556for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of employee discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of 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 laws or regulation and as specified in the Red Herring Prospectus, when filed. In accordance with RBI regulations, OCBs cannot participate in the Offer. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated / Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he / she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. Pre-Offer Advertisement Subject to Section 30 of the Companies Act, our Company will, after filing the Red Herring Prospectus with the RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper, and [●] editions of [●], a widely circulated Marathi daily newspaper (Marathi being the regional language of Maharashtra, where our Registered Office is located). Our Company shall, in the pre-Offer advertisement state the Bid / Offer Opening Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing Date, as applicable. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Signing of Underwriting Agreement and filing of Prospectus with the RoC Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters on or after the finalisation of the Offer Price but prior to the filing of the Prospectus. After signing the Underwriting Agreement, the Company will file the Prospectus with the RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price, Offer size and underwriting arrangements and would be complete in all material respects. General Instructions Please note that QIBs and Non-Institutional 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 and Eligible Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bid(s) until the Bid / Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Bids after 557the Anchor Investor Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals; 2. All Bidders (other than Anchor Investors) should submit their Bids using the ASBA process only; 3. Ensure that you have Bid within the Price Band; 4. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID and shall use only his / her own bank account which is linked to such UPI ID and not the bank account of any third party; 5. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries; 6. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected; 7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 8. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only; 9. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers, RTA or CDP; 10. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form; 11. Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and not with any other Designated Intermediary; 12. Ensure that they have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 13. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 14. 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 Collecting 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; 15. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application 558Form; 16. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries; 17. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a revised acknowledgment; 18. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 and SEBI circular no. MRD/DoP/SE/Cir-13/06 dated September 26, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other category of Bidders, including without limitation, multilateral / bilateral institutions, which may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 19. Ensure that the Demographic Details are updated, true and correct in all respects; 20. 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; 21. 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; 22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are submitted; 23. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 24. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; 25. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN available in the Depository database, then such Bids are liable to be rejected; However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the MIM structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. 26. 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; 27. In case of QIBs and NIBs (other than for Anchor Investor and UPI Bidder), ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in); 55928. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have otherwise provided an authorization to the SCSB or the Sponsor Bank(s), as applicable via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid; 29. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his / her UPI PIN. Upon the authorization of the mandate using his / her UPI PIN, the Retail Individual Bidder shall be deemed to have verified the attachment containing the application details of the UPI Bidder Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the Bid Cum Application Form in his / her ASBA Account; 30. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form; 31. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in his / her account and subsequent debit of funds in case of allotment in a timely manner; 32. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI’s Bidders’ ASBA Account; 33. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs. 34. Ensure that ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs; 35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the Bid / Offer Closing Date. 36. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020 and press releases dated June 25, 2021, September 17, 2021 and March 28, 2023. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the SEBI RTA Master Circular is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price; 3. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by RIBs) and ₹0.50 million for Bids by Eligible Employees Bidding in the Employee Reservation Portion (net of Employee Discount, if any); 4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary; 5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest; 6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only; 7. Bids by HUFs not mentioned correctly as provided in “Bids by HUFs” on page 551; 5608. Anchor Investors should not Bid through the ASBA process; 9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centers; 10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 11. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer / Issue size and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus; 14. If you are a QIB, do not submit your Bid after 3.00 p.m. on the Bid / Offer Closing Date; 15. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 16. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI ID; 17. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹0.50 million; 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 (where applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; 20. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism, in the UPI-linked bank account where funds for making the Bid are available; 21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders or Eligible Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bids until the Bid / Offer Closing Date; 22. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of Bidder; 23. 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 Retail Individual Bidders using the UPI Mechanism; 24. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; 25. 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); 26. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that is not listed on the website of SEBI; 56127. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 28. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category; 29. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case of Bids submitted by UPI Bidders using the UPI Mechanism); and 30. Do not Bid if you are an OCB. For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular and SEBI circular bearing reference number SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), see “General Information – Book Running Lead Managers” on page 104. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Grounds for Technical Rejection For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document. In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that Bids could be rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank(s)); 6. Bids by Eligible Employees Bidding in the Employee Reservation Portion with Bid Amount of a value of more than ₹0.50 million (net of Employee Discount, if any); 7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 8. Bids submitted without the signature of the First Bidder or Sole Bidder; 9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 10. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs; 11. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular no. CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 12. GIR number furnished instead of PAN; 13. Bids by RIBs with Bid Amount of a value of more than ₹0.20 million (net of retail discount, if any); 14. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 56215. Bids accompanied by stock invest, money order, postal order or cash; and 16. Bids uploaded by QIBs after 4.00 pm on the QIB Bid / Offer Closing Date and by Non-Institutional Bidders uploaded after 4.00 p.m. on the Bid / Offer Closing Date, Bids by Retail Individual Bidders uploaded after 5.00 p.m. on the Bid / Offer Closing Date and Eligible Employees Bidding in the Employee Reservation Portion after 5:00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges. On the Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail Individual Investors, after taking into account the total number of Bids received up to closure of timings for acceptance of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges. In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking, etc., investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the Company Secretary and Compliance Officer and the Registrar, see “General Information –Company Secretary and Compliance Officer” on page 104. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding three Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated in accordance with applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI ICDR Master Circular, and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. Method of allotment as may be prescribed by SEBI from time to time Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the Red Herring 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 Offer to public may be made for the purpose of making Allotment in minimum lots. The allotment of Equity Shares to Bidders other than to the Retail Individual Bidders, 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 each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the availability of Equity Shares in Retail Portion and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Offer 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 Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders 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, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. 563Payment into Escrow Account(s) for Anchor Investors Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom the Allotment Advice will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. The payment instruments for payment into the Escrow Accounts should be drawn in favour of: (i) In case of resident Anchor Investors: “[●]” (ii) In case of Non-Resident Anchor Investors: “[●]” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the Registrar to the Offer to facilitate collections from Anchor Investors. Allotment Advertisement The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the equity shares of the Issuer are proposed to be listed, then the Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges. Our Company, the BRLMs and the Registrar shall publish an allotment advertisement not later than one Working Day after the date of commencement of trading, disclosing the date of commencement of trading in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Marathi newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). Depository Arrangements The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated April 17, 2023, amongst our Company, NSDL and Registrar to the Offer. • Tripartite agreement dated July 4, 2023, amongst our Company, CDSL and Registrar to the Offer. Undertakings by our Company Our Company undertakes the following: (i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; (ii) that if the Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded / unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; (iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the Bid / Offer Closing Date or such other time as may be prescribed by SEBI; (iv) that funds required for making refunds / unblocking to unsuccessful applicants as per the mode(s) 564disclosed shall be made available to the Registrar to the Offer by our Company ; (v) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; (vi) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; (vii) that if our Company, in consultation with the BRLMs, withdraw the Offer after the Bid / Offer Closing Date, our Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the Selling Shareholders subsequently decide to proceed with the Offer thereafter; (viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor Application Form from Anchor Investors; (ix) that except for the Equity Shares that may be issued pursuant to the Pre-IPO Placement and any allotment of Equity Shares pursuant to the Pre-IPO Placement and ESOP, no further issue of Equity Shares shall be made until the Equity Shares issued or offered through the Red Herring Prospectus are listed or until the Bid monies are refunded / unblocked in the ASBA Accounts on account of non-listing, under- subscription, etc. (x) Compliance with all disclosure and accounting norms as may be specified by SEBI from time to time. Undertakings by the Selling Shareholders Each of the Selling Shareholder, severally and not jointly, undertake and/or confirm the following in respect of itself as the Selling Shareholder and its respective portion of the Offered Shares: (i) that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations and are in dematerialised form; (ii) that it is the legal and beneficial owner of and have clear and marketable title to the Offered Shares; (iii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to the Bidder for making a Bid in the Offer and shall not make any payment, direct or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer; (iv) that the Equity Shares being sold by it pursuant to the Offer are free and clear of any pre-emptive rights, liens, mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the time of transfer and shall be transferred to the eligible investors within the time specified under applicable law; (v) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion of Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of the Offered Shares; (vi) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share escrow agreement to be executed between the parties to such share escrow agreement; (vii) that it shall not have recourse to the proceeds of the Offer for Sale which shall be held in escrow in its favour, until final listing and trading approvals have been received from the Stock Exchanges; and (viii) that it will provide such reasonable support and extend such reasonable cooperation as may be required by our Company and the BRLMs in redressal of such investor grievances that pertain to the Offered 565Shares. Utilisation of Offer Proceeds Our Board certifies that: • all monies received out of the Offer shall be credited / transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act; • details of all monies utilized out of the Fresh Issue shall be disclosed and continue to be disclosed till the time any part of the Offer proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized; and • details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilized monies have been invested. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who – (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1 million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 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. 566RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries / departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (formerly, Department of Industrial Policy and Promotion) (“DPIIT”) issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) which, with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. As on date, the FDI in companies engaged in sectors / activities which are not listed in the FDI Policy is permitted up to 100% of the paid up share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key Regulations and Policies” on page 296. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided that: (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations, (ii) the non-resident shareholding is within the sectoral limits under the Consolidated FDI policy, and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. 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 of India, as prescribed in the Consolidated FDI Policy and the FEMA NDI 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 of India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid / Offer Period. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. As per the existing policy of the Government of India, OCBs cannot participate in the Offer. For further details, see ‘Offer Procedure’ on page 545. The Equity Shares offered in the Offer 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 state securities laws. Accordingly, the Equity Shares are only being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. There will be no offering of securities 567in the United States. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the members of the Syndicate are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations, seek independent legal advice about its liability to participate in the Offer and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under applicable laws or regulations. 568SECTION IX –ARTICLES OF ASSOCIATION 1. These Articles of Association (“Articles”) of **SFC ENVIRONMENTAL TECHNOLOGIES LIMITED (“Company”) are comprised of two parts i.e., Part A and Part B. Notwithstanding anything to the contrary contained in Part A of the Articles, in the event of any inconsistency or contradiction between the provisions of Part A of these Articles and Part B of these Articles, the provisions of Part B of these Articles shall override and prevail over the provisions of Part A of these Articles. The plain meaning of Part B of these Articles shall always be given effect to and no rules of harmonious construction shall be applied to resolve conflicts between: (i) Part A of these Articles (on the one hand); and (ii) Part B of these Articles (on the other hand). The regulations contained in Table F in Schedule 1 to the Companies Act, 2013 (hereinafter referred to as Table “F”) shall apply to the Company so far as they are not inconsistent with any of the provisions contained in these regulations or modifications thereof and only to the extent that there are no specific provisions in these regulations. ** Pursuant to conversion of the Company from private limited to public limited, the Company has adopted new set of Articles of Association of the Company in supersession of, substitution for and to the exclusion of all the existing articles of the Company vide a special resolution passed at an extra-ordinary general meeting held on June 29, 2024. PART A 2. (a) In these regulations 1 The “Act” means the Companies Act, 2013. 2 The “Company” means SFC ENVIRONMENTAL TECHNOLOGIES LIMITED. 3 The “Seal” means the Common Seal of the Company. 4 “Share” means Share in the share capital of the Company and includes stock. 5 “Member” in relation to the Company, means- 6 “Board” or “Board of Directors” means the board of directors of the Company in office at applicable times. 7 “Director” shall mean any director of the Company, including alternate directors, Independent Directors and nominee directors appointed in accordance with and the provisions of these Articles. 8 “Stock Exchanges” shall mean BSE Limited and the National Stock Exchange of India Limited. 9 “General Meeting” means any duly convened meeting of the shareholders of the Company and any adjournments thereof. (i) the subscribers of the Memorandum of Association of the Company who shall deemed to have agreed to become the member of the Company, and on its registration, shall be entered as a member in its Register of members; (ii) every other person who agrees in writing to become the member of the Company and whose name is entered in the Register of member of the Company; (iii) every person holding the share of the Company and whose name is entered in the Register of member as a beneficial owner in the record of the depository; Words importing the singular number also include the plural number and vice versa. Words importing the masculine gender also include the feminine gender. Words importing persons include corporations. 569(b) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the Company. SHARE CAPITAL AND VARIATION OF RIGHTS II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company for the time being shall be under the control of the Board of 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 or at a discount (subject to the compliance with the provision of Section 53 and 54 of the Act) and at such time as they may from time to time think fit and with 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 Board of 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. Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the Company in the General Meeting. As regards all allotments, from time to time made, the Board shall duly comply with Sections 23 and 39 of the Act, as the case may be. 2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided, but not later than three (3) months— a) One certificate for all shares of each class or denomination registered in his name without payment of any charges; or b) Several certificates, if the directors so approve, each for one or more shares of each class or denomination registered in his name, upon payment of twenty rupees for each certificate after the first and the Company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within two months of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. (ii) Every certificate of shares shall be under the seal of the Company and shall specify the number and distinctive number of shares in respect of which it is issued and the amount paid-up thereon and shall be in such form as the Directors may prescribe and approve. (iii) In respect of any 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 for a share to one of several joint holders shall be sufficient delivery to all such holders. 3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the 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 this Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding ₹20/- 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. 570Provided 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 rules made under Securities Contracts (Regulation) Act, 1956 or any other act, or rules applicable thereof in this behalf. (ii) The provisions of this Article shall mutatis mutandis apply to debentures of the company. 4. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made there under. (ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40. (iii) The commission may be satisfied by the payment of cash or any other permissible consideration as per the provisions of the Companies Act. 6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question. 7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. TERM OF ISSUE OF DEBENTURE 8A. 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. LIEN ON SHARES / DEBENTURES 9. (i) The company shall have a first and paramount lien— (a) On every share / debenture (not being a fully paid share / debenture), and upon the proceeds of sale thereof for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and (b) on all shares / debenture (not being fully paid shares / debenture) standing registered in the name of a single person, (whether solely or jointly with others), and upon the proceeds of sale thereof 571for all monies presently payable by him or his estate in respect of such shares / debentures to the company and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. (ii) The company’s lien, if any, on a share / debenture shall extend to all dividends payable and bonuses declared from time to time in respect of such shares / debenture. The fully paid up shares shall be free from all lien and in case of partly paid shares the Company’s lien, shall be restricted to moneys called or payable at a fixed time in respect of such shares. 10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien: Provided that no sale shall be made— (a) Unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. 11. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares/ debentures sold to the purchaser thereof. (ii) The purchaser shall be registered as the holder of the shares / debentures comprised in any such transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. (ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares / debentures before the sale, be paid to the person entitled to the shares at the date of the sale. 12A. 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. CALLS ON SHARES 13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call. (ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares. (iii) A call may be revoked or postponed at the discretion of the Board. 57214. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments. 15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. 17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 18. The Board a) may, if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him beyond the sums actually called for; and b) upon all or any of the monies so advanced, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance. Provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The Board may at any time repay the amount so advanced. c) The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would but for such payment, become presently payable. d) The provisions of this Articles shall mutatis mutandis apply to the calls on debentures of the Company. TRANSFER OF SHARES 19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 19A. The instrument of transfer shall be in writing and all provisions of Section 56 of the Companies Act, 2013 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof. 20. The Board may, subject to the right of appeal conferred by section 58 declines to register— a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or 573b) any transfer of shares on which the company has a lien. 21. The Board may decline to recognize any instrument of transfer unless— a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56; b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and c) the instrument of transfer is in respect of only one class of shares. 21A. Subject to the provisions of Section 59, these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the Company under these Articles or otherwise to register the transfer of the right to any shares or interest of a Member in or debentures of the Company. The Company shall within one month from the date on which the instrument of transfer, was delivered to the Company, send notice of the refusal to the transferee and the transferor giving reasons for such refusal. Provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except where the Company has a lien on shares. 22. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. 22A. No fee shall be charged for registration of transfer of shares. 22B. A common form for registration of transfer of shares shall be used by the Company. TRANSMISSION OF SHARES 23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares. (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either— (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. 574(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. 26A. Subject to the provisions of Section 59, these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the Company under these Articles or otherwise to register the transmission by operation of law of the right to, any shares or interest of a Member in or debentures of the Company. The Company shall within one month from the date on which the intimation of such transmission was delivered to the Company, send notice of the refusal to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. 26B. No fee shall be charged for registration of transmission of shares (in cases of probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document). FORFEITURE OF SHARES 27. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 28. The notice aforesaid shall— (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. 31. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. 575(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. 32. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of. (iii) The transferee shall thereupon be registered as the holder of the share. (iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 33. The provisions of these regulations as to forfeiture shall apply in the case of non- payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. FURTHER ISSUE OF SHARES 33A. Where at any time, in terms of the provisions of the Companies Act and the rules made thereunder, is the Company proposes to increase the subscribed capital of the Company by issue and allotment of further shares either out of the unissued capital or out of the increased share capital, then: a) Such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the company, in proportion, as nearly as circumstances admit, to the capital paid-up on those shares at that date; The offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the offer or such fewer number of days as may be prescribed under applicable law and not exceeding 30 (Thirty) days from the date of offer within which the offer, if not accepted, will be deemed to have been declined; The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in this sub-clause (a) shall contain a statement of this right; After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner as they think most beneficial to the company. b) To employees under a scheme of employees’ stock option, subject to a special resolution passed by the Company and subject to the conditions in the Companies Act and other Applicable Law. c) To any persons, if authorized by a special resolution, whether or not those persons include the persons referred to in sub-clause (a) or sub-clause (b) hereof, either for cash or for a consideration other than cash, subject to compliance with Applicable Law. 33B. Nothing contained in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares in the Company; 576PROVIDED THAT the terms of issue of such debentures or the terms of such loans containing an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the Company in the general meeting. Notwithstanding anything contained above, where any debentures have been issued, or loan has been obtained from any government by the Company, and if that government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the Company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion: Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may, within sixty days from the date of communication of such order, appeal to National Company Law Tribunal which shall after hearing the Company and the Government pass such order as it deems fit. Subject to the provisions of these Articles, the Act, other Applicable Law and subject to such other approvals, permissions or sanctions as may be necessary, the Company may issue any securities in any manner whatsoever as the board may determine including by way of preferential allotment or private placement subject to and in accordance with Companies Act and rules made thereunder with pricing method prescribed to listed entities under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, if applicable. ALTERATION OF CAPITAL 34. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 35. Subject to the provisions of section 61, the company may, by ordinary resolution — (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid- up shares of any denomination; (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum; (d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 36. Where shares are converted into stock — (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. (c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words "share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively. 57737. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law — (a) its share capital; (b) any capital redemption reserve account; or (c) any share premium account. CAPITALISATION OF PROFITS 38. (i) The company in general meeting may, upon the recommendation of the Board, resolve— a) that it is desirable to capitalise 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 be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii) either in or towards— (a) paying up any amounts for the time being unpaid on any shares held by such members respectively; (b) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; (c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B); (d) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares; (e) The Board shall give effect to the resolution passed by the company in pursuance of this regulation. 39. (i) 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 capitalised thereby, and all allotments and issues of fully paid shares if any; and (b) generally do all acts and things required to give effect thereto. (ii) The Board shall have power— (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and (b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares; 578(iii) Any agreement made under such authority shall be effective and binding on such members. BUY-BACK OF SHARES 40. Notwithstanding anything contained in these articles but subject to the provisions of Sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities. GENERAL MEETINGS 41. All general meetings other than annual general meeting shall be called extra- ordinary general meeting. 42. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. PROCEEDINGS AT GENERAL MEETINGS 43. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. 45. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 46. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. ADJOURNMENT OF MEETING 47. (i) The Chairperson may, with the consent of any meeting at 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. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) 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. (iv) 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. VOTING RIGHTS 48. Subject to any rights or restrictions for the time being attached to any class or classes of shares — (a) on a show of hands, every member present in person shall have one vote; and (b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company. 57949. A member may exercise his vote at a meeting by electronic means in accordance with Section 108 and shall vote only once. 50. (i) 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. (ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members. 51. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 52. Any business other than that upon which a poll has been demanded may be preceded with, pending the taking of the poll. 53. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. 54. (i) 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. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. PROXY 55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized 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. 56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under Section 105. 57. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. BOARD OF DIRECTORS*** 58. The number of Directors shall not be less than three and shall not be more than fifteen. Provided that the Company may appoint more than fifteen directors after passing a special resolution. The Company may appoint such Managing Director as decided according to these Articles and the same person may act as Chairperson of the Company according to proviso to Section 203 (1) of the Companies Act, 2013. *** inserted pursuant resolution passed in Annual General Meeting held on September 5, 2024. 59. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them— 580(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. 60. The Board may pay all expenses incurred in getting up and registering the company. 61. The company may exercise the powers conferred on it by Section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register. 62. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. 63. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose. 64. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles. (ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act. PROCEEDINGS OF THE BOARD 65. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 66. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. 67. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the 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. 68. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. (ii) 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 directors present may choose one of their number to be Chairperson of the meeting. 69. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit. (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. 70. (i) A committee may elect a Chairperson of its meetings. 581(ii) 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. 71. (i) A committee may meet and adjourn as it thinks fit. (ii) 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. 72. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 73. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER 74. Subject to the provisions of the Act— (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think 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. 75. A provision of the Act or these regulations requiring or authorizing 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. DIVIDENDS AND RESERVE 77. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 78. 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. 79. (i) 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 equalising dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. (ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 58280. (i) 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. (ii) 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. (iii) 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. 81. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. 82. (i) 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. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 83. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. 84. 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. 85. No dividend shall bear interest against the company. 85A Where the Company has declared a dividend but which has not been paid or claimed within 30 days from the date of declaration, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of 30 days, to a special account to be opened by the Company in that behalf in any scheduled bank, to be called “unpaid dividend account” 85B. Any money transferred to the unpaid dividend account of a Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Fund known as Investor Education and Protection Fund established under section 125 of the Act. 85C. No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law. ACCOUNTS 86. (i) 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. (ii) 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 authorized by the Board or by the company in general meeting. WINDING UP 87. Subject to the provisions of Chapter XX of the Act and rules made thereunder— 583(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 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 88. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal. DEMATERIALIZATION OF SECURITIES 89. a) Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of the Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the share certificates in respect thereof shall be dematerialized, in which event, the rights and obligations of the parties concerned and matters connected therewith or incidental thereof shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto or re-enactment thereof, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other Applicable Law. b) Notwithstanding anything contained in the Act or these Articles, the Board of Directors are empowered without any prior sanction of the members to dematerialize or rematerialize the securities of the Company and issue / allot fresh securities in dematerialized form. The Board of Directors is also empowered to determine the terms and conditions thereof pursuant to the provisions of the Depositories Act, 1996 and rules framed there under. c) A person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of Securities. d) If a person opts to hold his security with a depository, the Company shall intimate such depository the details of allotment of security and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security. e) All securities held by depositories shall be dematerialized and be fungible form. The register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purposes of this Act. The Company shall have the power to keep in any state or country outside India, a Register of Members, for beneficial owner residing in that state or country. f) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner. 584g) Save as otherwise provided in (f) above the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it. h) Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of securities shall be entitled to all the rights and benefits and subject to all the liabilities in respect of his securities, which are held by a depository. i) Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic mode or by delivery of discs. j) Every Depository shall furnish to the Company information about the transfer of securities in the name of the beneficial owners at such intervals and in such manner as may be specified by the bye-laws and the company in that behalf. 90. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) or of the Act or of the Secretarial Standard issued by the Institute of Company Secretaries of India (“Secretarial Standards”), the provisions of the Listing Regulations or the Act or the Secretarial Standards shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations or the Act or the Secretarial Standards, from time to time. 585PART B Notwithstanding anything contained in these Articles, in the event of any conflict or inconsistency between the provisions of Articles contained in Part A and Part B, the provisions contained in this Part B shall override and prevail over the provisions contained in Part A. References in this Part B to any specific Article would, unless specified otherwise, be deemed to be a reference to the corresponding Article in this Part B. For any clarification, reference shall be made to the Agreement (as defined below) and for this purpose, the Agreement shall be deemed to be part of these Articles, as if incorporated herein. The Part B shall automatically terminate and will cease to have any force and effect on and from the date of listing of Equity Shares of the Company on the BSE Limited and the National Stock Exchange of India Limited. DEFINITION 1. Agreement means shareholders’ agreement dated 29th October, 2022 executed by and between the Company, Sandeep Sudhakar Asolkar, Saketchandrasingh Paratpsingh Dhandoriya, Chandrakant Vallabhaji Gogri, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Sarvesh Kumar Garg and Veera Venkata Satyanarayana Yannamani, Aparna Kapoor and Subodh Sapre with its Schedules and Exhibits, if any and including any amendment thereto. 2. Company means “SFC Environmental Technologies Limited” (formerly known as SFC Environmental Technologies Private Limited) (which shall include the merged entity Enviropro Water Tech Private Limited). 3. Investors means Chandrakant Vallabhaji Gogri, for and on behalf of himself and his affiliates, representing the Investor Group, consisting of various individual investors and/or entities who have duly authorized him and in his absence, Parimal Desai and in the absence of both Haresh Chheda. 4. Promoters means Promoters as defined in the Agreement. 5. Promoter 1 means Mr. Sandeep Sudhakar Asolkar. BOARD OF DIRECTORS The Board of Directors of the Company shall consist of such number of Directors and shall have such composition, as may be required or permitted under the applicable laws including the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. VETO MATTERS Subject to the provisions of Companies Act 2013 and other applicable laws and subject to various provisions of the agreement, the Investor and Promoter 1 (together) shall have a veto right with respect to following matters which shall be exercised with prior non-binding consultation with other shareholders: i. Decisions for taking up new work orders/projects related to current as well as future business of Company and of its subsidiary including but not limited financing decisions related to such work order/project with a value more than INR. 100 Crores; and ii. Decisions with respect to IPO of the Company including but not limited to issue size, issue price, issue type, contents of the prospectus, etc. All the Promoters jointly and severally undertake to execute necessary actions viz. passing of necessary resolutions, amendment of Articles of Association and such other actions as may be required under the applicable laws to give effect to the above rights of the Investor and Promoter 1. 586CONSENT MATTERS So long as the Investor continues to be a shareholder, the Parties no resolution shall be passed by the Board, Shareholders or committees of the Company and its subsidiaries except with the consent of the Investor, consent or such Person(s) as may be nominated by Investor in this regard and Promoter 1, in respect of the matters listed below which are in addition to other matters explicitly mentioned in the Agreement. i. Mergers, demergers, restructuring, acquisitions, sale or transfer of any business ii. Any contract/transaction with any related party of INR 5,00,000/- (Indian Rupees five lakhs only) or more on a cumulative basis, in any financial year including any alteration in the compensation structure of the promoters iii. Divestment of or sale of assets of businesses, lease, license or exchange or pledge in any other way proposing to dispose any assets or undertaking of the Company in excess of INR 10,00,00,000/- (Indian Rupees ten crore only) on a cumulative basis, in any financial year other than as approved under the business plan. iv. Initiation of any litigation or settlement of claim, the value of which exceeds INR 50,00,000/- (Indian Rupees Fifty Lacs only). 587SECTION X – 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), which are or may be deemed material will be attached to the copy of the Red Herring Prospectus and the Prospectus which will be filed with the RoC and will also be available on the website of the Company which can be accessed at https://www.sfcenvironment.com/investors/governance/material-contracts-and-documents. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at our Registered Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid / Offer Closing Date (except for such agreements executed after the Bid / Offer Closing Date). Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by the other parties, without notice to the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law. A. Material contracts for the Offer 1. Offer Agreement dated August 25, 2025, entered into between our Company, the Selling Shareholders and the BRLMs. 2. Registrar Agreement dated August 25, 2025, entered into between our Company, the Selling Shareholders and the Registrar to the Offer. 3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into between our Company, the Selling Shareholders, the Registrar to the Offer, Syndicate Members, the BRLMs and the Banker(s) to the Offer. 4. Share Escrow Agreement dated [●] entered into between the Selling Shareholders, our Company and the Share Escrow Agent. 5. Syndicate Agreement dated [●] entered into between our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar. 6. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency. 7. Underwriting Agreement dated [●] entered into between our Company, the Selling Shareholders and the Underwriters. B. Material documents 1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as amended from time to time. 2. Certificate of incorporation dated March 29, 2005, issued by RoC to our Company under the name ‘SFC Environmental Technologies Private Limited’. 3. Fresh certificate of incorporation dated August 13, 2024 issued by the Registrar of Companies, Central Processing Centre to our Company under the name ‘SFC Environmental Technologies Limited’. 4. Resolution of the Board of Directors dated March 21, 2025 authorising the Offer and other related matters. 5. Resolution of the Shareholders dated April 15, 2025 authorising the Fresh Issue and other related matters. 6. Resolution of the Board of Directors dated August 25, 2025 approving this Draft Red Herring Prospectus. 7. Resolution dated August 25, 2025, passed by the Audit Committee approving the key performance indicators of our Company. 8. Consent letters from each of the Selling Shareholders in relation to the Offer for Sale. 5889. Board resolution dated August 11, 2025, taking on record the participation of the Selling Shareholders in the Offer for Sale. 10. A valuation report dated March 31, 2025 issued in relation to the acquisition of SFC Umwelttechnik GmbH by Tarang Savla & Associates, Chartered Accountants. 11. A valuation report dated March 31, 2025 issued in relation to the acquisition of Hindustan Waste Treatement Private Limited by Jainam Doshi & Associates, Chartered Accountants. 12. A valuation report dated July 14, 2025 issued in relation to the acquisition of IST-Anlagenbau GmbH (IST) by Eidel Valuation & Assurance GmbH. 13. The shareholders’ agreement dated October 29, 2022, entered by and amongst Enviropro Water Tech Private Limited, our Company, Chandrakant Vallabhaji Gogri (on behalf of himself and his affiliates representing the investor group consisting of various individual investors and/or entities who have duly authorised him), Aparna Vivek Kapoor, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Subodh Sapre, Sarvesh Kumar Garg, Veera Venkata Satyanarayana Yannamani, Sandeep Sudhakar Asolkar and Saketchandrasingh Pratapsingh Dhandoriya. 14. The agreement dated March 21, 2025 for amending the Shareholders’ Agreement executed by and amongst our Company (which shall include the merged entity Enviropro Water Tech Private Limited), Sandeep Sudhakar Asolkar, Saketchandrasingh Pratapsingh Dhandoriya, Chandrakant Vallabhaji Gogri, Rajesh Kesavan Nambisan, Sandeep Sambhaji Parab, Kumaraguru Madurakavi, Sarvesh Kumar Garg and Veera Venkata Satyanarayana Yannamani, as continuing parties to the SHA Amendment Agreement. 15. A composite scheme of amalgamation and arrangement, dated April 16, 2022 filed by our Company under section 230-232 and other applicable provisions of the Companies Act, 2013, for the amalgamation and arrangement between Enviropro Water Tech Private Limited, Intergeo Solid Waste Management Private Limited and our Company before the National Company Law Tribunal, Mumbai Bench. 16. A report on share exchange ratio issued in relation to the Scheme of Amalgamation dated December 28, 2021 issued by Bhavesh M Rathod, Chartered Accountants and Registered Valuer. 17. Consent dated August 20, 2025 from F&S to rely on and reproduce part or whole of the report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, and include their name in this Draft Red Herring Prospectus. 18. Industry report titled “Industry Report on Indian STP, Tertiary Treatment, MSW Management, and Biogas Market” dated August 20, 2025, issued by F&S which is a paid report and was commissioned by us pursuant to an engagement letter dated February 28, 2024, and as extended on May 26, 2025, exclusively in connection with the Offer, and which is available on the website of our Company. 19. Written consent dated August 25, 2025 from our Statutory Auditors, G B C A & Associates LLP, Chartered Accountants, to include their name as required under section 26 (5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated August 13, 2025, on our Restated Consolidated Financial Information; (ii) report dated August 25, 2025, on the statement of special tax benefits available to our Company, its Shareholders and its material subsidiaries under the applicable direct and indirect tax laws included in this Draft Red Herring Prospectus; and (iii) other certifications issued by them to be disclosed in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. 20. The examination report dated August 13, 2025 from our Statutory Auditors on our Restated Consolidated Financial Information. 21. Report issued by the Statutory Auditors dated August 25, 2025, on the statement of special tax benefits available to our Company, our Shareholders and our material subsidiaries. 58922. Written consent dated August 25, 2025, from M/s H H Dedhia & Associates, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as Independent Chartered Accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus. 23. Consent letter dated August 24, 2025 from A N Somase and Associates, 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 as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to their certificate on various information in relation to the manufacturing facilities of our Company, Subsidiaries and Associates. 24. Written consent dated August 25, 2025 from DVD and Associates, independent practicing company secretaries, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their search report dated August 25, 2025, in connection with certain untraceable corporate records of our Company, certain details of which have been included in this Draft Red Herring Prospectus. 25. Certificate dated August 25, 2025, issued by M/s H H Dedhia & Associates, Chartered Accountants certifying the key performance indicators of our Company and on the basis for the Offer Price. 26. Certificates dated August 25, 2025, issued by M/s H H Dedhia & Associates, Chartered Accountants, certifying (i) details of the weighted average cost of acquisition and average cost of acquisition of securities of our Company by the Promoter Selling Shareholders, Other Selling Shareholders and members of the Promoter Group, (ii) details of ESOP Scheme, and (iii) details of the projected working capital requirements. 27. Certificates dated August 25, 2025, issued by G B C A & Associates LLP, Chartered Accountants, certifying (i) utilization of loans proposed for repayment and prepayment, (ii) details of the financial indebtedness of our Company (on a consolidated basis), and (iii) details of the outstanding dues to creditors of our Company. 28. Copies of annual reports of our Company for the Fiscals 2024, 2023 and 2022. 29. Consent of our Directors, BRLMs, Syndicate Members, the legal counsel to the Company, Registrar to the Offer, Monitoring Agency, Banker(s) to the Offer, Bankers to our Company, Chief Financial Officer, and Company Secretary and Compliance Officer, as referred to in their specific capacities. 30. Board resolution dated August 25, 2025, approving the projected working capital requirements of our Company from the Net Proceeds for the Fiscals 2026 and 2027. 31. Undertaking dated [●] submitted by the BRLMs to SEBI in relation to the utilisation of the proceeds from the Pre-IPO Placement. 32. Undertaking dated [●] submitted by the BRLMs to SEBI in relation to disclosure of the Pre-IPO Placement by way of public advertisement and the Price Band advertisement. 33. Tripartite agreement dated April 17, 2023, amongst our Company, NSDL and the Registrar to the Offer. 34. Tripartite agreement dated July 4, 2023, amongst our Company, CDSL and the Registrar to the Offer. 35. The employee stock option scheme of our Company titled, ‘SFC Employee Stock Option Scheme 2024’ approved by our Shareholders on September 5, 2024. 36. Due diligence certificate dated August 25, 2025, addressed to SEBI from the BRLMs. 37. In-principle listing approvals dated [●] and [●] issued by BSE and NSE, respectively. 38. SEBI observation letter bearing reference number [●] dated [●]. 590DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Sandeep Sudhakar Asolkar Chairman and Managing Director Place: Navi Mumbai Date: August 25, 2025 591DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Chandrakant Vallabhaji Gogri Non-Executive Director Place: Mumbai Date: August 25, 2025 592DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Sarvesh Kumar Garg Executive Director Place: Navi Mumbai Date: August 25, 2025 593DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Saketchandrasingh Pratapsingh Dhandoriya Additional Executive Director Place: Navi Mumbai Date: August 25, 2025 594DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Neha Rajen Gada Additional Non-Executive Independent Director Place: Mumbai Date: August 25, 2025 595DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Satish Chandrashekhar Deshpande Additional Non-Executive Independent Director Place: Navi Mumbai Date: August 25, 2025 596DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Nandkishor Trivikram Joshi Additional Non-Executive Independent Director Place: Navi Mumbai Date: August 25, 2025 597DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY ___________________________________________ Dilip Damodar Karambelkar Additional Non-Executive Independent Director Place: Mumbai Date: August 25, 2025 598DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement, disclosure or undertaking made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act and the rules made or guidelines or regulations issued thereunder, each as amended, as the case may be. I further certify that all the undertakings, disclosures and statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY ___________________________________________ Amit Anil Sawant Chief Financial Officer Place: Navi Mumbai Date: August 25, 2025 599DECLARATION We, Sandeep Sudhakar Asolkar and Priya Sandeep Asolkar acting jointly, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to myself, as a Promoter Selling Shareholders, and the Equity Shares being offered by us in the Offer, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. SIGNED FOR AND ON BEHALF OF SANDEEP SUDHAKAR ASOLKAR AND PRIYA SANDEEP ASOLKAR ___________________________________________ Sandeep Sudhakar Asolkar Place: Navi Mumbai Date: August 25, 2025 600DECLARATION I, Saketchandrasingh Pratapsingh Dhandoriya, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as a Promoter Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Saketchandrasingh Pratapsingh Dhandoriya Place: Navi Mumbai Date: August 25, 2025 601DECLARATION I, Sarvesh Kumar Garg hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Sarvesh Kumar Garg Place: Navi Mumbai Date: August 25, 2025 602DECLARATION I, Sandeep Sambhaji Parab hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Sandeep Sambhaji Parab Place: Navi Mumbai Date: August 25, 2025 603DECLARATION I, Rajesh Kesavan Nambisan hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Rajesh Kesavan Nambisan Place: Navi Mumbai Date: August 25, 2025 604DECLARATION I, Kumaraguru Madurakavi hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Kumaraguru Madurakavi Place: Navi Mumbai Date: August 25, 2025 605DECLARATION I, Veera Venkata Satyanarayana Yannamani hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Veera Venkata Satyanarayana Yannamani Place: Navi Mumbai Date: August 25, 2025 606DECLARATION We, Jaya Chandrakant Gogri, Chandrakant Vallabhaji Gogri and Hetal Gogri Gala acting jointly, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as an Other Selling Shareholders, and the Equity Shares being offered by us in the Offer, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. SIGNED FOR AND ON BEHALF OF JAYA CHANDRAKANT GOGRI, CHANDRAKANT VALLABHAJI GOGRI AND HETAL GOGRI GALA ___________________________________________ Chandrakant Vallabhaji Gogri Place: Mumbai Date: August 25, 2025 607DECLARATION We, Jayshree Harit Shah and Harit Pragji Shah acting jointly, hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as an Other Selling Shareholders, and the Equity Shares being offered by us in the Offer, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. SIGNED FOR AND ON BEHALF OF JAYSHREE HARIT SHAH AND HARIT PRAGJI SHAH ___________________________________________ Jayshree Harit Shah Place: Mumbai Date: August 25, 2025 608DECLARATION I, Hardik Suresh Matalia hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Hardik Suresh Matalia Place: Navi Mumbai Date: August 25, 2025 609DECLARATION I, Parag Bipinchandra Shah hereby confirm that all statements, disclosures and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to me, as an Other Selling Shareholder, and the Equity Shares being offered by me in the Offer, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings including any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ___________________________________________ Parag Bipinchandra Shah Place: Mumbai Date: August 25, 2025 610

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