SRINIBAS PRADHAN CONSTRUCTIONS LIMITED

Red Herring Prospectus Dated: February 26, 2026 Read with Section 26 & 32 of the Companies Act, 2013 100% Book Built Offer (Please scan this QR code to view the RHP) SRINIBAS PRADHAN CONSTRUCTIONS LIMITED Corporate Identification Number: U45201OR2020PLC034275 EMAIL & REGISTERED & CORPORATE OFFICE CONTACT PERSON WEBSITE TELEPHONE Plot No. 813, Khata No. 106/548, Brajraj Nagar, cs@srinibaspradhan.com www.srinibaspradhan.com Ms. Surbhi Agrawal Chhualiberna, Jharsuguda, Belpahar Rs, & Company Secretary and Compliance officer Jharsuguda, Belpahar, Orissa, India, 768217 +91 6645 251105 NAME OF PROMOTER(S) OF THE COMPANY MR. RAMAKANTA PRADHAN, MR. SRINIBAS PRADHAN & MRS. JYOTSHNA PRADHAN DETAILS OF OFFER TO PUBLIC Fresh Issue Size Offer for Sale Size Total Offer Size (Rs. in Eligibility & Share Reservation among QIBS, NIIS & Type (Rs. in Lakhs) (Rs. in Lakhs) Lakhs) RIIS Upto 17,13,600 Equity Upto 3,60,000 Equity This Offer is being made in terms of regulation 229(1) and Upto 20,73,600 Equity Shares Fresh Issue Shares having face Shares having face value 253(1) of chapter IX of the SEBI (ICDR) Regulations, 2018 of face value of Rs 10/- and Offer value of Rs 10/- each of Rs 10/- each as amended. For details in relation to share Reservation each aggregating to for Sale aggregating up to Rs [●] aggregating to Rs [●] among QIBs, NIIs and RIIs, see “Offer Structure” on page Rs [●] lakhs Lakhs Lakhs 348 of this Red Herring Prospectus. DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – For further details see “Other Regulatory and Statutory Disclosures” on page 324 of this Red Herring Prospectus. No. of Shares Name of Selling Shareholder Type Weighted Average cost of Acquisition (in Rs. per Equity Share) Offered Ramakanta Pradhan Promoter 1,80,000 10.78 Srinibas Pradhan Promoter 1,80,000 16.72 RISKS IN RELATION TO THE FIRST OFFER This being the first public offer of the issuer, there has been no formal market for the securities of the issuer. The face value of the Equity Share is Rs. 10/-. The Floor Price, Cap Price and Offer Price as determined by our Company, in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under “Basis for Offer Price” on page 127 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after Listing. GENERAL RISK Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this 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 offered 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 Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 45 of this Red Herring Prospectus. ISSUER & SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Offer, which is material in the context of the Offer, that the information contained in this 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for only such statements specifically confirmed or specifically undertaken by such Selling Shareholder in this Red Herring Prospectus to the extent such statements specifically pertain to itself and/or its Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. However, none of the Selling Shareholders assume any responsibility for any other statements, disclosures or undertakings, including without limitation, any and all of the statements, disclosures or undertakings made by or in relation to our Company, its business, or any other Selling Shareholder, in this Red Herring Prospectus. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received ‘In-Principle’ approval letter dated November 27, 2025 from NSE EMERGE for using its name in this offer document for listing of our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose of this Offer, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”). BOOK RUNNING LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER NOVUS CAPITAL ADVISORS PRIVATE LIMITED MAASHITLA SECURITIES PRIVATE LIMITED (Formerly known as Fast Track Finsec Private Limited) 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi - 110034 Office No. V-116, 1st Floor, New Delhi House, 27, Barakhambha Tel No: +91 011-47581432 Road, New Delhi – 110001 E-mail Id: Investor.ipo@maashitla.com Telephone: +91-11-43029809 Investor Grievance Email: Investor.ipo@maashitla.com Email: mb@novuscaps.com Website: www.maashitla.com Website: www.novuscaps.com Contact Person: Mr. Mukul Agrawal Investor Grievance Email: investor@novuscaps.com SEBI Registration No: INR000004370 Contact Person: Ms. Sakshi/ Ms. Shweta Mehrotra CIN: U67100DL2010PTC208725 SEBI registration number: INM000012500 CIN: U65191DL2010PTC200381 BID/ OFFER PERIOD BID/OFFER OPENS ON: 06th March 2026 BID/OFFER CLOSES ON: 10th March 2026 ** **Our Company may in consultation with the BRLM, consider closing the Bid/ Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations ^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.Red Herring Prospectus Dated: February 26, 2026 Read with Section 26 & 32 of the Companies Act, 2013 100% Book Built Offer SRINIBAS PRADHAN CONSTRUCTIONS LIMITED Corporate Identification Number: U45201OR2020PLC034275 Our Company was incorporated as Srinibas Pradhan Constructions Private Limited under the provisions of the Companies Act, 2013, pursuant to certificate of incorporation dated September 25, 2020 issued by the Central Registration Centre. Subsequently, our Company was converted into public limited company under the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-ordinary General Meeting held on December 27, 2023. Consequently, the name of our Company was changed to “Srinibas Pradhan Constructions Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private limited company to a public limited company was issued to our Company by the Registrar of Companies, Cuttack on February 09, 2024. The registered office of our company is situated at Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217. The Corporate Identification Number of our Company is U45201OR2020PLC034275.For information on the Company’s activities, market, growth and managerial competence, please see the chapters “Our Management”, “Our Business” and “Our History and certain other corporate matters” beginning on pages 218, 157 and 214 respectively of this Red Herring Prospectus. Registered Office: Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217 Telephone No: +91 6645 251105; NA; Website: www.srinibaspradhan.com; E-mail ID: info@srinibaspradhan.in Contact Person: Ms. Surbhi Agrawal, Company Secretary and Compliance officer PROMOTERS OF OUR COMPANY: MR. RAMAKANTA PRADHAN, MR. SRINIBAS PRADHAN & MRS. JYOTSHNA PRADHAN DETAILS OF THE OFFER INITIAL PUBLIC OFFER OF 20,73,600 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (THE "EQUITY SHARES") OF SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (“SPCL” OR THE “COMPANY” OR THE “ISSUER”) AT AN OFFER PRICE OF RS. [●] PER EQUITY SHARE FOR CASH, AGGREGATING UP TO RS. [●] LAKHS (“PUBLIC OFFER”) COMPRISING OF A FRESH ISSUE OF 17,13,600 EQUITY SHARES AGGREGATING TO RS. [●] LAKHS (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 3,60,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (“OFFER FOR SALE”) AGGREGATING TO RS. [●] LAKHS COMPRISING; 1,80,000 EQUITY SHARES AGGREGATING UP TO RS. [●] LAKHS BY MR. RAMAKANTA PRADHAN AND 1,80,000 EQUITY SHARES AGGREGATING UP TO RS.[●] LAKHS BY MR. SRINIBAS PRADHAN (COLLECTIVELY REFFERD AS “SELLING SHAREHOLDERS”) OUT OF WHICH 1,04,400 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH, AT AN OFFER PRICE OF RS. [●] PER EQUITY SHARE FOR CASH, AGGREGATING RS. [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE "MARKET MAKER RESERVATION PORTION"). THE PUBLIC OFFER LESS MARKET MAKER RESERVATION PORTION I.E. OFFER OF19,69,200 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH, AT AN OFFER PRICE OF RS. [●] PER EQUITY SHARE FOR CASH, AGGREGATING UPTO RS. [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET OFFER". THE PUBLIC OFFER AND NET OFFER WILL CONSTITUTE 26.38% AND 25.05% RESPECTIVELY OF THE POST- OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ALL EDITIONS OF BUSINESS STANDARD (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF BUSINESS STANDARD (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND ODIA EDITION OF PRATIDIN, A REGIONAL NEWSPAPER OF ORISSA WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSES OF UPLOADING ON ITS WEBSITE IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”). In case of any revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of three Working Days, 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 press release, and also by indicating the change on the website of the BRLM and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable. This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229(1) of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, 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 on a proportionate basis to Non-Institutional Bidders (of which one third of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs and two-thirds of the Non Institutional Portion shall be reserved for Bidders with an application size exceeding ₹ 10 lakhs) and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other subcategory of Non-Institutional Portion, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Net Offer shall be available for allocation to Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors shall participate in the Offer through an Application Supported by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Offer Procedure” on page 352 of this Red Herring Prospectus. A copy of Red Herring Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 32 of the Companies Act, 2013. ELIGIBLE INVESTORS For details in relation to Eligible Investors, please refer to section titled “Offer Procedure” beginning on Page No. 352 of this Red Herring Prospectus. RISK IN RELATION TO THE FIRST OFFER This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Share. The face value of the Equity Shares is Rs. 10/-. 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 127 should not be considered to beindicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Sh ares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this 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 issued 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 Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 45 of this Red Herring Prospectus. ISSUER & SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Offer, which is material in the context of the Offer, that the information contained in this 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for only such statements specifically confirmed or specifically undertaken by such Selling Shareholder in this Red Herring Prospectus to the extent such statements specifically pertain to itself and/or its Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. However, none of the Selling Shareholders assume any responsibility for any other statements, disclosures or undertakings, including without limitation, any and all of the statements, disclosures or undertakings made by or in relation to our Company, its business, or any other Selling Shareholder, in this Red Herring Prospectus. LISTING The Equity Shares of our Company offered through this Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an In- Principle approval letter dated November 27, 2025 from National Stock Exchange of India (“NSE”) for using its name in the Offer Document for listing of our shares on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”). For the purpose of this Offer National Stock Exchange of India Limited (“NSE”) shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER NOVUS CAPITAL ADVISORS PRIVATE LIMITED MAASHITLA SECURITIES PRIVATE LIMITED (Formerly Known as Fast Track Finsec Private Limited) 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Office No. V-116, 1st Floor, New Delhi House, 27, Barakhambha Road, Delhi – 110034 New Delhi – 110001 Tel No: +91 011-47581432 Telephone: +91-11-43029809 E-mail Id: Investor.ipo@maashitla.com Email: mb@novuscaps.com Investor Grievance Email: Investor.ipo@maashitla.com Website: www.novuscaps.com Website: www.maashitla.com Investor Grievance Email: investor@novuscaps.com Contact Person: Mukul Agrawal Contact Person: Ms. Sakshi /Ms. Shweta Mehrotra SEBI Registration No: INR000004370 SEBI registration number: INM000012500 CIN: U67100DL2010PTC208725 CIN: U65191DL2010PTC200381 OFFER PROGRAMME BID/OFFER OPENS ON: 06th March 2026 BID/OFFER CLOSES ON**: 10th March 2026 *. **Our Company may in consultation with the BRLM, 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 ^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.THIS PAGE HAS BEEN LEFT BLANK PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018TABLE OF CONTENTS SECTION I – GENERAL…………………………………………………….…………………………...………….. 01 DEFINITIONS AND ABBREVIATIONS…………………………………….……………………………................. 01 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY 30 OF PRESENTATION …..…………………………………………………………………........................................... FORWARD - LOOKING STATEMENTS………………………………..……….………………………… 32 SECTION II – SUMMARY OF THE OFFER DOCUMENT …………………..………………………………….. 34 SECTION III - RISK FACTORS………………………………………………..………………………………….. 45 SECTION IV – INTRODUCTION TO THE ISSUE………………………………………….…………………… 77 THE OFFER…………………………………………………………………………………...………………………. 77 SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS……………...……………………. 80 GENERAL INFORMATION………………………………………………………………………...……………….. 85 CAPITAL STRUCTURE………………………………………………………………………………..…………….. 95 OBJECTS OF THE OFFER…………………………………………………………………………………................ 111 BASIS FOR OFFER PRICE…………………………………………………………………………………............... 127 STATEMENT OF POSSIBLE TAX BENEFITS……………………………………………………………………… 139 SECTION V – ABOUT THE COMPANY………………………………………………………………………… 142 OUR INDUSTRY………………………………………………………………………………………....................... 142 OUR BUSINESS ……………………………………………………………………………………………………… 157 KEY REGULATIONS AND POLICIES ……………………………………………………………………………... 201 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS……………………………............................ 214 OUR MANAGEMENT………………………………………………………………………………………………... 218 OUR PROMOTER AND PROMOTER GROUP……………………………………………………………………… 235 OUR GROUP COMPANY ………………………………………………………………………...…......................... 241 OUR SUBSIDIARY…...……………………………………………………………………...….................................. 242 RELATED PARTY TRANSACTIONS……………………………………………………………………………….. 244 DIVIDEND POLICY……………………………………………………………………………….………................. 248 SECTION VI – FINANCIAL INFORMATION…………………………………………………………................. 249 RESTATED CONSOLIDATED FINANCIAL STATEMENTS …………………...………...……………................ 249 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 278 OPERATIONS…………………..…………………………………………………………….……………………….. CAPITALISATION STATEMENT…………………………………………………………………………………… 301 FINANCIAL INDEBTEDNESS...........……………………………………………………………………………… 302 OTHER FINANCIAL INFORMATION……………………………………………………………………………… 309 SECTION VII – LEGAL AND OTHER INFORMATION…………………………………………....................... 310 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS…………………………………………… 310 GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………………………. 316 OTHER REGULATORY AND STATUTORY DISCLOSURES……………………………………….……………. 324 SECTION VIII – OFFER INFORMATION…………………………………………………………….………… 339 TERMS OF THE OFFER…………………………………………………………………………………………….. 339 OFFER STRUCTURE………………………………………………………………………………….……………. 348 OFFER PROCEDURE………………………………………………………………………………….……………. 352 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES……………………………..…………… 386 SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ……………………………… 388 SECTION X – OTHER INFORMATION……………………………………………………………...…………… 430 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION…………………………………...………….. 430 DECLARATION………………………………………………………………………………………..….………….. 432SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise implies or requires, or unless otherwise specified, shall have the meaning as assigned below. References to statutes, rules, regulations, guidelines and policies will, unless the context otherwise requires, be deemed to include all amendments, modifications and replacements notified thereto, as of the date of this Red Herring Prospectus, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in sections entitled in “Our Industry”, “Key Regulations and Policies ”, “Statement of Possible Tax Benefits”, “Financial Information”, “Basis for Offer Price”, “Outstanding Litigation and Other Material Developments”, “Government and other approvals”, “Offer Procedure” and “Main Provisions of Articles of Association”, on page 142, 201, 139, 249, 127, 310, 316, 352 and 388 respectively, shall have the meaning ascribed to such terms in those respective sections. General Terms Term Description “Srinibas Pradhan Constructions Srinibas Pradhan Constructions Limited, a public limited company incorporated under the Limited.”, or “the provisions of the Companies Act, 2013, having registered office at Plot No. 813, Khata No. Company”, or “our 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Company” or the Orissa, India, 768217. “Issuer Company” or “the Issuer” or “SPCL” “we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company. “you”, “your” or Prospective investors in the Offer. “yours” 1Company Related Terms Term Description Articles / Articles of The Articles of Association of our Company, as amended from time to time. Association or AOA Audit Committee of our Board constituted in accordance with Section 177 of the Companies Audit Committee Act, 2013, as amended, as described in chapter titled “Our Management” on page 218 of this Red Herring Prospectus. Auditor / Statutory The Statutory and Peer Review Auditor of our company being M/s Kapish Jain & Auditor / Peer Review Associates., Chartered Accountants having their office at 504, B-Wing, Statesman House, Auditor 148, Barakhamba Road, New Delhi- 110001 As per Section 2(6) of the Companies Act, 2013 an Associate Company in relation to Associate Companies / another company, means a company in which that other company has a significant Companies influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. Bankers to our Company Such banks which are disclosed as Bankers to our Company in the Chapter titled “General / Banker to the Company Information” beginning on page 85 of this Red Herring Prospectus. Board / Board of The Board of Directors of our Company, as duly constituted from time to time, or Directors / our Board / committee(s) thereof. the Board Chairman / Chairperson The Chairman and Whole-Time Director of our Company, namely Mr. Ramakanta Pradhan Chief Financial Officer / The Chief Financial Officer of our Company, namely, Mr. Durga Dutta Tripathy. CFO CIN / Corporate Corporate Identification Number being U45201OR2020PLC034275. Identification Number Company Secretary and The Company Secretary and Compliance Officer of our Company, namely, Ms. Surbhi Compliance Officer Agrawal Director(s) / our The Director(s) on the Board of our Company, unless otherwise specified. Director(s) Equity Shares Equity Shares of our Company having face value of Rs. 10 /- each. Equity Shareholders / Persons holding equity shares of our Company. Shareholders Executive Executive Director(s) of our Company. For details, refer chapter titled “Our Management” Director(s)/ED on page 218 of this Red Herring Prospectus. Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Offender Economic Offenders Act, 2018. 2Term Description Group Companies in terms of SEBI ICDR Regulations ‘shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered Group Company / Group under the applicable accounting standards, and also other companies as considered material Companies by the board of the issuer’. Refer chapter titled “Our Group Company” beginning on page no 241 of this Red Herring Prospectus. The Non-Executive and Independent Director(s) of our Company, in terms of Section 2(47) Independent Directors and Section 149(6) of the Companies Act, 2013 and as defined under the Listing Regulations, as identified in the chapter titled “Our Management” beginning on page 218. Individual Promoters of our company being Mr. Srinibas Pradhan, Mr. Ramakanta Pradhan and Ms. Jyotshna Pradhan. Individual Promoter For further details, please refer to chapter titled “Our Promoters & Promoter Group” beginning on page 235 of this Red Herring Prospectus. ISIN International Securities Identification Number. In this case being, INE0TPJ01019. IND AS Indian Accounting Standard IT Act The Income Tax Act 1961, as amended till date. Key Managerial Key management personnel of our Company in terms of Section 2(51) of the Companies Personnel / KMP / Key Act, 2013 and Regulation 2(1)(bb) of the SEBI ICDR Regulations as described in the management personnel chapter titled “Our Management” beginning on page 218 of this Red Herring Prospectus. Key Performance Key Financial and Operational Performance Indicators of our Company, as detailed in the Indicators / KPIs chapter titled “Basis for Offer Price” beginning on page 127 of this Red Herring Prospectus. Managing Director The Managing Director of our Company, namely, Mr. Srinibas Pradhan. Policy adopted by our Company, in its Board meeting held on August 23, 2025, for Materiality Policy identification of group companies, material creditors and material litigations pursuant to the disclosure requirements under SEBI ICDR Regulations. Memorandum of Association / The Memorandum of Association of our Company, as amended from time to time. Memorandum / MOA Nomination and The committee of the Board of Directors constituted on April 30, 2024 as Company’s Remuneration Nomination and Remuneration Committee in accordance with Section 178 of the Committee Companies Act, 2013. Non-Executive Director(s) of our Company, as described in the chapter titled “Our Non-Executive Director Management” beginning on page 218 of this Red Herring Prospectus. 3Term Description Promoters of our company being Mr. Srinibas Pradhan, Mr. Ramakanta Pradhan and Ms. Promoters / Our Jyotshna Pradhan. Promoters / Promoter For further details, please refer to section titled Our Promoters & Promoter Group beginning on page 235 of this Red Herring Prospectus. Includes such persons and entities constituting our promoter group in terms of Regulation Promoter Group / 2(1)(pp) of the SEBI (ICDR) Regulations and a list of which is provided in the chapter titled Members of the Promoter “Our Promoters and Promoter Group” beginning on page 235 of this Red Herring Group Prospectus. The Registered Office of our Company is located at Plot No. 813, Khata No. 106/548, Registered Office Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217 Registrar of Companies / Registrar of Companies, Cuttack situated at Corporate Bhawan, 3rd Floor, Plot No. 9 (P), RoC Sector-1, CDA, Cuttack-753014, India. Restated Consolidated Financial Statements of our Company comprising of Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Profit & Loss Account and Restated Consolidated Cash Flows for the period ended September 30, 2025 and for the Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023 of Restated Consolidated our Company prepared in accordance with Indian GAAP and the Companies Act and Financial Statements restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Revised Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, together with the schedules, notes and annexure thereto. For details, please refer to chapter titled “Financial Information” page 249 of this Red Herring Prospectus. Senior Management / Members of senior management of our Company in accordance with Regulation 2(1)(bbbb) Senior Management of the SEBI ICDR Regulations and as disclosed in “Our Management – Senior Personnel / SMP Management” on page 232. Shall mean the Selling Shareholders of our Company i.e. Srinibas Pradhan and Ramakanta Pradhan. Selling Shareholders For further details, please refer to chapter titled “Our Promoters and Promoter Group” beginning on page 235 of this Red Herring Prospectus. Initial Subscribers to MOA are Mr. Srinibas Pradhan, Mr. Ramakanta Pradhan and Mr. Subscriber to MOA Ananda Kumar Sahu. The committee of the Board of Directors constituted on April 30, 2024 as our Company’s Stakeholders’ Stakeholders’ Relationship Committee in accordance with Section 178 of the Companies Relationship Committee Act, 2013. 4Term Description Our Subsidiary Company/ Subsidiaries/ Our Subsidiary Company as disclosed in the chapter titled “Our Subsidiary” on page 242 of Our Wholly Owned the Red Herring Prospectus. Subsidiary/ Wholly Owned Subsidiary Sub accounts registered with SEBI under the Securities and Exchange Board of India Sub Account (Foreign Institutional Investor) Regulations, 1995, other than sub-accounts which are foreign corporate or foreign individuals. SPIPL Srinibas Pradhan Infra Private Limited Wilful Defaulter(s) / Wilful Defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI fraudulent borrower(s) ICDR Regulations 2018. Offer Related Terms Term Description Abridged prospectus means a memorandum containing such salient features of the Red Abridged Prospectus Herring Prospectus as may be specified by SEBI in this regard. The slip or document issued by the Designated Intermediary to a Bidder as proof of Acknowledgement Slip registration of the Application Form. Allocation /Allocation of The Allocation of Equity Shares of our Company pursuant to Fresh Issue of Equity Shares Equity Shares to the successful Applicants. The account(s) opened with the Banker(s) to this Offer, into which the amounts blocked by Application Supported by Blocked Amount in the ASBA Account, with respect to successful Allotment Account (s) Applicants will be transferred on the Transfer Date in accordance with Section 40(3) of the Companies Act, 2013. Note or advice or intimation of Allotment sent to the successful Bidders who have been or Allotment Advice are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Allotment/Allot / Allotted Fresh Issue and transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders. Allottee(s) The successful Bidder to whom the Equity Shares are being / have been allotted. 5Term Description The account to be opened with the Escrow Collection Bank and in whose favour the Anchor Anchor Escrow Account / Investors will transfer money through NACH / NECS / direct credit / NEFT / RTGS in Escrow Account respect of the Bid Amount when submitting a Bid. The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Anchor Investor Herring Prospectus which will be decided by our Company in consultation with the Book Allocation Price Running Lead Manager. The form used by an Anchor Investor to make a Bid in the Anchor Investor portion and Anchor Investor which will be considered as an application for Allotment in terms of the Red Herring Application Form Prospectus. Anchor Investor Bid/ Anchor Investor Offer One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors Period/Anchor Investor shall be submitted and allocation to Anchor Investors shall be completed. Bidding Date The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring Prospectus, which price will be equal to or higher than the Offer Price but Anchor Investor Offer not higher than the Cap Price. Price The Anchor Investor Offer Price will be decided by our Company in consultation with the Book Running Lead Manager. With respect to Anchor Investor(s), the Anchor Investor Bid/Offer Period, and in the event Anchor Investor Pay-in the Anchor Investor Allocation Price is lower than the Anchor Investor Offer Price, not later Date than two Working Days after the Bid/ Offer Closing Date. Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the Book Running Lead Manager, to Anchor Investors on a discretionary basis. Anchor Investor Portion 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. A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance Anchor Investor(s) with the requirements specified in the SEBI (ICDR) Regulations and the Red Herring Prospectus and Prospectus and who has Bid for an amount of at least Rs. 200 lakhs. Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Applicant / Bidder / Prospectus and the Bid cum Application Form and unless otherwise stated or implied, which Investor includes an ASBA Bidder and an Anchor Investor. The Cap Price multiplied by the number of Equity Shares Bid for by such Individual Bidder Application Amount / Bid and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in Amount the ASBA Account of the Bidder, as the case may be, upon submission of the Bid. The form, whether physical or electronic, used by a Bidder, to make a Bid and which will be Application Form / Bid considered as a Bid for Allotment in terms of the Red Herring Prospectus. Anchor Investor cum Application Form Application Form, as the context requires. 6Term Description An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and Application Supported by authorising an SCSB to block the Bid Amount in the ASBA Account and will include Blocked Amount / ASBA amounts blocked by the SCSB upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI Mechanism. A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA Form submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the ASBA Account extent of the specified in the ASBA Form submitted by such ASBA Bidder and includes a bank account maintained by an Individual Bidder linked to a UPI ID, which will be blocked in relation to a Bid by an Individual Bidder Bidding through the UPI Mechanism. ASBA Application Locations at which ASBA Applications can be uploaded by the SCSBs. Location(s) ASBA Bid A Bid made by an ASBA Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring ASBA Bidder(s) Prospectus and the Bid cum Application Form unless stated or implied otherwise except Anchor Investors. Application form, whether physical or electronic, used by ASBA Bidders to submit Bids, ASBA Form which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus. Banker to the Offer / Public Offer Bank / Collectively, Escrow Collection Bank(s), Public Offer Account Bank(s), Sponsor Bank and Refund Banker to the Refund Bank(s), as the case may be. Offer/ Sponsor Bank Banker to the Offer Agreement entered on February 16, 2026 amongst our Company, Book Banker to the Offer Running Lead Manager, the Registrar to the Offer and Public Offer Bank/ Banker(s) to the Agreement Offer / Sponsor Bank for collection of the Bid Amount on the terms and condition thereof. The basis on which Equity Shares will be Allotted to the successful Bidders under the Offer Basis of Allotment and which is described under chapter titled “Offer Procedure” beginning on page 352 of this Red Herring Prospectus. The highest value of Bids indicated in the Bid cum Application Form and payable by the Bid Amount Bidder or blocked in the ASBA Account of the Bidder, as the case may be, upon submission of the Bid. Bid cum Application The ASBA Form, as the context requires. Form Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter. Except in relation to any Bids received from the Anchor Investors, the period between the Bid Period / Offer Period 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 7Term Description accordance with the SEBI ICDR Regulations, 2018 and the terms of the Red Herring Prospectus and Prospectus. Provided, however, that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than the Anchor Investors. The centres at which Designated Intermediaries shall accept the ASBA Forms, i.e., Bidding Centres / Designated Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Collection Centres 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 Book Building Method of which the Offer is being made. Book Running Lead Manager/ BRLM to the Offer in this case being Novus Capital Advisors Book Running Lead Private Limited (Formerly known as Fast Track Finsec Private Limited), SEBI Registered Manager/ BRLM Category I Merchant Banker. The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA Forms to a Registered Broker. The details of such Broker Centres, along with the names and Broker Centre contact details of the Registered Broker are available on the website of the Stock Exchange (www.nseindia.com). Business Day Monday to Saturday (except public holidays). CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Applicants, who have been Allocation Note allocated the Equity Shares, on or after the Basis of Allotment. The higher end of the Price Band, above which the Offer Price and Anchor Investor Offer Cap Price Price will not be finalised and above which no Bids will be accepted (including any revisions thereof). Client identification number maintained with one of the Depositories in relation to the demat Client ID account. A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no. Collecting Depository CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and other applicable circulars Participant(s) / CDP(s) issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.nseindia.com. Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Collecting Registrar and Designated RTA Locations in terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 Share Transfer Agent / dated November 10, 2015, issued by SEBI as per the lists available on the websites of the CRTA Stock Exchanges at www.nseindia.com. Controlling Branches of Such branch of the SCSBs which coordinate Applications under this Offer by the ASBA the SCSBs / Designated Applicants with the Registrar to the Offer and the Stock Exchanges and a list of which is Branches of the SCSBs 8Term Description available at http://www.sebi.gov.in, or at such other website as may be prescribed by SEBI from time to time. The Offer Price, finalized by our Company in consultation with the Book Running Lead Cut-off Price Manager, which shall be any price within the Price Band Placing bids at cut off price shall not be available for any category of bidding. Details of the Bidders including the Bidders’ address, name of the Bidders’ father/husband, Demographic Details investor status, occupation and bank account details and UPI ID wherever applicable. Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA Bidders and a list of which is available at Designated Branches 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. Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of such Designated CDP Designated CDP Locations, along with names and contact details of the Collecting Locations Depository Participants eligible to accept ASBA Forms are available on the websites of the Stock Exchanges. The date on which the funds from the Anchor Escrow Accounts are transferred to the Public Offer Account or the Refund Account(s), as appropriate, and the relevant amounts blocked Designated Date by the SCSBs are transferred from the ASBA Accounts, to the Public Offer Account and/or are unblocked, as applicable, in terms of the Red Herring Prospectus and the Prospectus after finalization of basis of allotment with the Designated Stock Exchange. An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate member Designated (or sub-syndicate member), a Stock Broker registered with recognized Stock Exchange, a Intermediary(ies) / Depositary Participant, a registrar to an Offer and share transfer agent (RTA) (whose names Collecting Agent is mentioned on website of the stock exchange as eligible for this activity) Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details Designated RTA of such Designated RTA Locations, along with names and contact details of the RTAs Locations / Designated eligible to accept ASBA Forms are available on the respective websites of the Stock Locations Exchanges i.e. www.nseindia.com. Such branches of the SCSBs which shall collect the ASBA Bid-Cum-Application Form (other than ASBA Forms submitted by the UPI Bidders where the Bid Amount will be Designated SCSB blocked upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI Branches / Designated Mechanism) from the Bidder and a list of which is available on the website of SEBI at Branches https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes Recognized- Intermediaries or at such other website as may be prescribed by SEBI from time to time Designated Stock Exchange/ Stock SME Platform of National Stock Exchange of India Limited i.e., Emerge Platform of NSE. Exchange (s) Draft Red Herring This Draft Red Herring Prospectus dated September 17, 2025 issued in accordance with the Prospectus / DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at which 9Term Description the Equity Shares will be Allotted and the size of the Offer, including any addenda and corrigenda thereto. FPIs that are eligible to participate in this Offer in terms of applicable laws, other than Eligible FPI(s) / FPI(s) individuals, corporate bodies and family offices. NRI(s) from jurisdictions outside India where it is not unlawful to make an Offer or invitation Eligible NRI(s) 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. Emerge Platform of NSE / The Emerge Platform of NSE for listing of Equity Shares offered under Chapter IX of the NSE Emerge SEBI (ICDR) Regulations which was approved by SEBI. The bank(s) which is/are clearing members and registered with SEBI as bankers to an Offer Escrow Collection and with whom the Escrow Account(s) will be opened, in this case being Kotak Mahindra Bank(s) Bank Limited The Bidder whose name appears first in the Bid cum Application Form or the Revision Form First/ Sole Applicant / and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary First Bidder account held in joint names The lower end of the Price Band, subject to any revision thereto, at or above which the Offer Floor Price Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and which shall not be less than the face value of the Equity Shares. Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Investor/ FIIs Regulations, 1995, as amended) registered with SEBI under applicable laws in India. Foreign Portfolio Foreign Portfolio Investor as defined under the Securities and Exchange Board of India Investor/FPIs (Foreign Portfolio Investors) Regulations, 2019. Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Investors / FVCIs Capital Investor) Regulations, 2000 The Issue of up to 17,13,600 Equity Shares aggregating up to Rs. [●] lakhs by our Company Fresh Issue for subscription pursuant to the terms of the Red Herring Prospectus. The proceeds of the Fresh Issue as stipulated by the Company. For further details about the Fresh Issue Proceed use of the Fresh Issue Proceeds, please see the chapter titled “Objects of the Offer” beginning on page 111 of Red Herring Prospectus. Include such identified purposes for which no specific amount is allocated or any amount so General Corporate specified towards general corporate purpose or any such purpose by whatever name called, Purposes in the offer document. 10Term Description The General Information Document for investing in public offers, prepared and issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020 issued by SEBI, suitably modified and updated pursuant to the circular General Information (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 and the UPI Circulars and any Document subsequent circulars or notifications issued by SEBI from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLM. Individual Investor The portion of the Offer, being not less than 35% of the Net Offer or up to 9,74,400 Equity Portion Shares of face value of Rs. 10 each, available for allocation to Individual Bidders. Investors applying for minimum application size which shall not be for more than two lots Individual Investor(s) / per application, such that the minimum application size shall be above Rs. 2 lakhs (including Individual Bidder(s) / HUFs applying through their Karta and Eligible NRIs and does not include NRIs other than Individual Applicant(s) Eligible NRIs). The Equity Listing Agreement to be signed between our Company and the Designated Stock Listing Agreement Exchange. Mandate Request means a request initiated on the Individual Investor by sponsor bank to Mandate Request authorize blocking of funds equivalent to the application amount and subsequent debit to funds in case of allotment. Market Maker appointed by our Company from time to time, in this case being Rikhav Securities Limited who has agreed to receive or deliver the specified securities in the market Market Maker making process for a period of three years from the date of listing of our Equity Shares or for any other period as may be notified by SEBI from time to time. The Reserved Portion of 1,04,400 Equity Shares of face value of Rs. 10/- each fully paid at Market Maker an issue price of Rs. [●]/- per Equity Share aggregating Rs. [●] lakhs for the Market Maker Reservation Portion in this Issue. Market Making Agreement dated February 06, 2026 between our Company, Book Running Market Making Lead Manager and Market Maker. Agreement Aggregate of 20% of the fully diluted post- Offer Equity Share capital of our Company held Minimum Promoters’ by our Promoter which shall be provided towards minimum promoters’ contribution of 20% Contribution and locked-in for a period of three years from the date of Allotment. The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 Mobile Apps(s) 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 18.75% of the Net QIB Portion, or 3600 Equity Shares of face value of Rs. 10 each Which Mutual Fund Portion shall be available for allocation to Mutual Fund only, on a proportionate basis, subject to valid Bids being received at or above the Offer price. 11Term Description A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as Mutual Fund(s) amended from time to time. The Offer (excluding the Market Maker Reservation Portion) of 19,69,200 Equity Shares of Net Offer face value of Rs. 10/- each fully paid at an Offer price of Rs. [●]/- Equity Share aggregating Rs. [●] lakhs by our Company. The Gross Proceeds of the Fresh Issue less the Offer related expenses proportionate to Fresh Net Proceeds/ Net Issue. Proceeds of the Fresh For further information regarding use of the Net Proceeds and the Offer expenses, please Issue refer to the chapter titled “Objects of the Offer” beginning on page 111. The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Net QIB Portion Investors. Non-Institutional Applicant(s) / Non- All Bidders, other than QIBs and Individual Investors, who have made Application for Institutional Investor(s) / Equity Shares for more than two lots (but not including NRIs other than Eligible NRIs). Non-Institutional Bidder(s) / NIIs / NIBs Non-Institutional Portion The portion of the Net Offer, being not less than 15% of the Net Offer or up to 9,75,600 / Non-Institutional Equity Shares of face value of Rs. 10 each, available for allocation on a proportionate basis Category to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price Non-Resident Indian / A person resident outside India, as defined under FEMA and includes FPIs, VCFs, FVCIs NRI and NRI. Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation 2 of the Foreign Exchange Management (Withdrawal of General Permission to Overseas OCB/Overseas Corporate Corporate Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the Body commencement of these Regulations and immediately prior to such commencement was eligible to undertake transactions pursuant to the general permission granted under the Regulations. OCBs are not allowed to invest in this Offer. The agreement dated September 08, 2025 between our Company, Selling Shareholders and Offer Agreement the Book Running Lead Manager, pursuant to which certain arrangements are agreed to in relation to the Offer. Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, which shall be notified in all editions of Business Standard, an English national newspaper, all editions of Business Standard, a Hindi national newspaper and an edition of Pratidin, a regional newspaper (Oriya being the Offer / Bid Closing Date regional language of Odisha, where our Registered Office is located) each with wide circulation, and in case of any revision, the extended Bid / Offer closing Date also to be notified on the website and terminals of the Syndicate, SCSB’s and Sponsor Bank, as required under the SEBI ICDR Regulations. 12Term Description Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, which shall be in all editions of Business Standard, an English national newspaper, all editions of Business Standard, a Hindi national newspaper and an edition of Pratidin, a regional newspaper (Oriya being the Offer / Bid Opening Date regional language of Odisha, where our Registered Office is located) each with wide circulation, and in case of any revision, the extended Bid / Offer Opening Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations. Initial public offering of up to 20,73,600 Equity Shares for cash at a price of Rs. [●] per Offer / Offer Size / Initial Equity Share (including a share premium of Rs. [●] per Equity Share) aggregating up to Rs. Public Issue / Initial [●] consisting of a Fresh Issue of 17,13,600 Equity Shares aggregating up to Rs. [●] by our Public Offer / Initial Company and an offer for sale of up to 3,60,000 Equity Shares aggregating Rs. [●] lakhs by Public Offering / IPO the Selling Shareholders. The final price at which Equity Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price Offer Price in terms of the Red Herring Prospectus. The Offer Price will be decided by our Company and Selling Shareholders, in consultation with the BRLM on the Pricing Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus. The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer for Sale which shall be available to the Selling Shareholders. Offer Proceeds For further information about use of the Offer Proceeds, see “Objects of the Offer” on page 111. The offer for sale of up to 3,60,000 Equity Shares of face value of Rs. 10 each aggregating Offer for Sale / OFS up to Rs. [●] by the Selling Shareholders in the Offer. Payment through electronic transfer of Payment through NECS, NEFT or Direct Credit, as applicable. funds Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, Person/Persons joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. Price Band of a minimum price (Floor Price) of Rs. [●] and the maximum price (Cap Price) of Rs. [●] and includes revisions thereof. The Price Band will be decided by our Company and the Selling Shareholders in consultation with the Book Running Lead Manager and Price Band advertised in two national daily newspapers (one each in English and in Hindi) with wide circulation and one daily regional newspaper with wide circulation at least two working days prior to the Bid/ Offer Opening Date. The date on which our Company in consultation with the Book Running Lead Manager, will Pricing Date finalize the Offer Price. 13Term Description The Prospectus, to be filed with the Registrar of Companies in accordance with the provisions of Section 26 & 32 of the Companies Act, 2013, containing, inter alia, the Offer Prospectus Price, size of the Offer and certain other information, including any addendum or corrigendum thereto. Bank Account with the Banker to the Offer/ Public Offer Bank i.e. Kotak Mahindra Bank Public Offer Account Limited under Section 40(3) of the Companies Act, 2013 to receive monies from the Escrow Account and ASBA Accounts on the Designated Date. The bank with whom the Public Offer Account is opened for collection of Bid Amounts from Public Offer Account Escrow Account and ASBA Accounts on the Designated Date, in this case being Kotak Bank Mahindra Bank Limited Agreement to be entered into by our Company, the Registrar to the Offer, the Book Running Public Offer Account Lead Manager, and the Public Offer Bank/Banker to the Offer for collection Agreement of the Application Amounts. The portion of the Net Offer (including the Anchor Investor Portion) being not more than 50% of the Net Offer, consisting of 19,200 Equity Shares aggregating to Rs. [●] lakhs which shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis, QIB Category / QIB including the Anchor Investor Portion (in which allocation shall be on a discretionary basis, Portion as determined by our Company in consultation with the Book Running Lead Manager), subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors). Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Buyers / QIBs/ QIB Regulations. Bidders The Red Herring Prospectus dated February 26, 2026 in accordance with Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does not Red Herring Prospectus contain complete particulars of the price at which the Equity Shares will be Issued and the size of the Offer, including any addenda or corrigendum thereto. Refund Account(s) Account to which Application monies are to be refunded to the Bidders. Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to the Refund Bank(s) / Refund Offer at which the Refund Accounts will be opened Account in case listing of Equity Shares Banker(s) does not occur, in this case being Kotak Mahindra Bank Limited Refund through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable. transfer of funds Stock brokers registered with SEBI under the SEBI (Stock Brokers and Sub Brokers) Regulations, 1992 as amended and the stock exchanges having nationwide terminals, other Registered Brokers than the BRLM and the Members of the Syndicate and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI. 14Term Description Registrar to the Offer, in this case being Maashitla Securities Private Limited having Registrar / Registrar to the registered office at 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Offer / RTA Delhi-110034 Registrar Agreement / Registrar to the Offer The agreement dated February 06, 2026 entered into between our Company, Selling Agreement / Registrar and Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations Share Transfer Agent of the Registrar to the Offer pertaining to the Offer. Agreement / RTA Agreement Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Transfer Agent(s) / RTAs Designated RTA Locations as per the list available on the respective website of the / Transfer Agents Designated Stock Exchange. Regulation S Regulation S under the U.S. Securities Act of 1933, as amended from time to time. The portion of the Offer reserved for category of eligible Applicants as provided under the Reservation Portion SEBI (ICDR) Regulations, 2018 Reserved Category/ Categories of persons eligible for making application under reservation portion Categories The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their Bid Cum Application Forms or any previous Revision Form(s), as applicable. Revision Form QIBs and Non – Institutional Investors are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. The banks registered with SEBI, offering services in relation to ASBA (other than through UPI Mechanism), a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or such other website as updated from time to time, and (ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI at SCSB/ Self Certified www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such Syndicate Banker. other website as updated from time to time. Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public issues using UPI Mechanism is appearing in the “list of mobile applications for using UPI in Public Issues” displayed on the SEBI website at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43. The said list shall be updated on the SEBI website from time to time. The Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made there under and the general or special orders, guidelines or circulars Securities Law made or issued by the Board there under and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed there under, which are administered by the Board. Selling Shareholders Selling Shareholders, namely, Mr. Srinibas Pradhan and Mr. Ramakanta Pradhan. 15Term Description Securities and Exchange Board of India Complaints Redress System, a centralized web SEBI SCORES based complaints redressal system launched by SEBI vide circular no. CIR/OIAE/1/2014 dated December 18, 2014. Agreement dated February 06, 2026 entered between our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of Equity Shares under Offer for Share Escrow Agreement Sale by Selling Shareholders and the credit of such Equity Shares to the demat account of the Allottees in accordance with the Basis of Allotment. Specified Locations Bidding centres or Collection centres where the Syndicate shall accept application form, a list of which is available on the website of SEBI (https://www.sebi.gov.in/) and updated from time to time. Sponsor Bank A Banker to the Offer which is registered with SEBI and is eligible to act as a Sponsor Bank in a public Offer in terms of applicable SEBI requirements and has been appointed by the Company, and Selling Shareholders, in consultation with the BRLM to act as a conduit between the Stock Exchanges and NPCI to push the UPI Mandate Request in respect of UPI Bidders as per the UPI Mechanism and carry out other responsibilities in terms of the UPI Circulars, in this case being Kotak Mahindra Bank Limited Syndicate ASBA Bidding Bidding Centres where an ASBA Bidder can submit their Bid in terms of SEBI Circular no. Locations CIR/CFD/DIL/1/2011 dated April 29, 2011. Syndicate Members as defined under Regulation 2(1)(hhh) of SEBI (ICDR) Regulations Syndicate Members 2018. Systemically Important Systemically important non-banking financial company as defined under Regulation 2(1)(iii) Non-Banking Financial of the SEBI ICDR Regulations Company Transaction Registration The slip or document issued by the member of the Syndicate or SCSB (only on demand) as Slip/ TRS the case may be, to the Applicant as proof of registration of the Bid. The Underwriter to the Offer, being Novus Capital Advisors Private Limited (Formerly Fast Underwriter Track Finsec Private Limited) The agreement dated February 06, 2026 entered into between the Underwriter, our Company Underwriting Agreement and the Selling Shareholders. Unified Payments Unified payments interface which is an instant payment mechanism, developed by the Interface / UPI National Payment Corporation of India. Collectively, individual investors who applied as (i) Individual Investors in the Individual Investor Category and (ii) Non-Institutional Investors with an application size of up to Rs. 500,000 in the Non-Institutional Category bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository UPI Bidder Participants and Registrar and Share Transfer Agents Pursuant to SEBI ICDR Master Circular issued by SEBI, all individual investors applying in public issues where the application amount is up to Rs. 500,000 are required to use UPI Mechanism and are required to provide their UPI ID in the Bid cum Application Form 16Term Description 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 offer and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity). SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA Master Circular (to the extent that such circulars pertain to the UPI Mechanism), SEBI ICDR Master Circular, and any subsequent circulars or notifications issued by SEBI in this regard, UPI Circulars along with the circulars issued by the Stock Exchanges in this regard, including the circular issued by the NSE having reference number 25/2022 dated August 3, 2022, and the circular issued by BSE having reference number 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard. ID created on the UPI for single-window mobile payment system developed by the National UPI ID Payment Corporation of India. A request (intimating the Individual Investor by way of notification on the UPI application and by way of a SMS directing the Individual Investor to such UPI application) to the UPI Mandate Request Individual Investor by sponsor bank to authorize blocking of funds equivalent to the application amount and subsequent debit to funds in case of allotment. The bidding mechanism that shall be used by UPI Bidders to make a Bid in the Offer in UPI Mechanism accordance with UPI Circulars UPI PIN Password to authenticate UPI transaction Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India Venture Capital Fund/ (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in VCF India. All days other than second and fourth Saturday of the month, Sunday or a public holiday, 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 on which commercial banks in Mumbai are Working Day(s) open for business, excluding all Saturdays, Sundays or public holidays; and (c) with reference to the time period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, the expression ‘Working Day’ shall mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, in terms of the circulars issued by SEBI. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 17Technical and Industry Terms Term Description °C Degree Celsius CTM Compression testing machine CBR California Bearing Ratio CCM Concrete Cube Mould GI Galvanized Iron ISO International Organization for Standardization KN Kilonewton MDD Maximum dry density OMC Optimum moisture content On-site Taking place or situated at a particular site PSUs Public sector undertakings P.W.D. Public Works Department SCA Slump Cone Apparatus Construction or repair of facilities where the total surface area of the disturbed Small-scale environment is small THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 18Conventional and General Terms/ Abbreviations Term Description A.Y. / AY Assessment Year A/c Account Act The Companies Act, 2013 and amendments thereto. ACS Associate Company Secretary AGM Annual General Meeting Approx. Approximately Alternative Investment Funds registered under the Securities and Exchange Board of AIF India (Alternative Investment Funds) Regulations, 2012, as amended. AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India. ASBA Applications Supported by Blocked Amount B.A Bachelor of Arts B.Com Bachelor’s Degree in Commerce BIFR Board for Industrial and Financial Reconstruction Bn Billion BRLM Book Running Lead Manager BG / LC Bank Guarantee / Letter of Credit CA Chartered Accountant CAIIB Certified Associate of Indian Institute of Bankers CAGR Compounded Annual Growth Rate CAN Confirmation of Allocation Note Category I Foreign Portfolio FPIs who are registered as “Category I foreign portfolio investor” under the SEBI Investor(s) FPI Regulations. Category II Foreign Portfolio FPIs who are registered as “Category II foreign portfolio investor” under the SEBI Investor(s) FPI Regulations. Category III Foreign Portfolio FPIs who are registered as “Category III foreign portfolio investor” under the SEBI Investor(s) FPI Regulations. 19Term Description AIFs who are registered as “Category I Alternative Investment Funds” under the Category I AIF SEBI AIF Regulations AIFs who are registered as “Category II Alternative Investment Funds” under the Category II AIF SEBI AIF Regulations AIFs who are registered as “Category III Alternative Investment Funds” under the Category III AIF SEBI AIF Regulations CB Controlling Branch CC Cash Credit CDSL Central Depository Services (India) Limited CENVAT Central Value Added Tax CGST Central Goods and Services Tax Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and COVID-19 a public health emergency of international concern as declared by the World Health Organization on January 30, 2020 and a pandemic on March 11, 2020 CIN Corporate Identification Number Unless stated otherwise, the period of 12 months ending December 31 of that Calendar Year particular year CIT Commissioner of Income Tax Cm Centimeter Companies Act, 2013 to the extent in force pursuant to the notification of sections of Companies Act, 2013 the Companies Act, 2013 along with the relevant rules made thereunder as amended. Companies Act, 1956 (without reference to the provisions that have ceased upon Companies Act, 1956 notification of the Companies Act, 2013) along with the relevant rules made thereunder. C.P.C / CPC / Civil Code Code of Civil Procedure, 1908 CrPC Code of Criminal Procedure, 1973 CS Company Secretary CS & CO Company Secretary & Compliance Officer CSO Central Statistical Organization CSR Corporate Social Responsibility 20Term Description CST Central Sales Tax CWA/ICWA Cost and Works Accountant CWD Chairman and Whole Time Director DB Designated Branch NSDL and CDSL; Depositories registered with the SEBI under the Securities and Depository/ Depositories Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository Participant/ DP A Depository Participant as defined under the Depositories Act. DIN Director Identification Number DIPP Department of Industrial Policy & Promotion Department for Promotion of Industry and Internal Trade, Ministry of Commerce DPIIT and Industry (formerly Department of Industrial Policy and Promotion), Government of India. DP ID Depository Participant’s Identity Number EBIDTA / EBITDA Earnings before Interest, Depreciation, Tax, Amortization and Extraordinary items. EBIT Earnings Before Interest and Tax ECS Electronic Clearing Services EGM / EOGM Extraordinary General Meeting EMI Equated Monthly Installments EPFA The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 EPS Earnings per Share ESI Act The Employees’ State Insurance Act, 1948 ESIC Employee State Insurance Corporation ESOP Employee Stock Option Plan EXIM/EXIM Policy Export-Import Policy Euro, the official currency of 20 European Union countries which comprises the EUR / € Eurozone 21Term Description EU European Union FCNR Account Foreign Currency Non Resident Account FBT Fringe Benefit Tax FCS Fellow Company Secretary FDI Foreign Direct Investment FEMA Non-Debt Instruments Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 Rules Foreign Exchange Management Act 1999, as amended from time to time and read FEMA with the rules and regulations thereunder. The Foreign Exchange Management (Transfer or Issue of Security by a Person FEMA Regulations Resident Outside India) Regulations, 2017 Finance Act Finance Act, 1994. FII(s) Foreign Institutional Investors The Foreign Investment Promotion Board, Ministry of Finance, Government of FIPB India. “Foreign Portfolio Investor” means a person who satisfies the eligibility criteria prescribed under regulation 4 and has been registered under Chapter II of Securities FPI/ Foreign Portfolio Investors and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, which shall be deemed to be an intermediary in terms of the provisions of the SEBI Act, 1992. Financial Year / Fiscal Year / Unless stated otherwise, the period of 12 months ending March 31 of that particular Fiscal / FY year FTA Foreign Trade Agreement FV Face Value GAAP Generally Accepted Accounting Principles GDP Gross Domestic Product GID General Information Document GOI / Government Government of India Gratuity Act The Payment of Gratuity Act, 1972 GST Act The Central Goods and Services Tax Act, 2017 22Term Description GST Goods and Services Tax GSTIN Goods and Service Tax Identification Number GVA Gross Value Added HNI High Networth Individual HUF Hindu Undivided Family IBC The Insolvency and Bankruptcy Code. 2016 ICAI Institute of Chartered Accountants of India ICSI Institute of Company Secretaries of India ICWAI The Institute of Cost Accountants of India IMF International Monetary Fund IIP Index of Industrial Production I.T. Act Income Tax Act, 1961, as amended from time to time IT Authorities Income Tax Authorities IT Rules Income Tax Act, 1962, as amended, expect as stated otherwise. IFRS International Financial Reporting Standards IFSC Indian Financial System Code Ind AS Indian Accounting Standards as referred to in and notified by the Ind AS Rules Ind AS Rules The Companies (Indian Accounting Standard) Rules, 2015 Indian GAAP Generally accepted accounting principles in India. INR/ Rupees / Rupee / Rs. / ₹ Indian National Rupee IPC Indian Penal Code IPO Initial Public Offer IPR Intellectual Property Right IRDAI / IRDA Insurance Regulatory and Development Authority of India ISIN International Securities Identification Number 23Term Description IST Indian Standard Time IT Information Technology J&K Jammu & Kashmir JV Joint venture Kg Kilogram KYC Know Your Customer The officers declared as a Key Managerial Personnel and as mentioned in the chapter KMP titled “Our Management” beginning on page 218 of this Red Herring Prospectus. LRO Land Reforms Officer Ltd. Limited LLP Limited Liability Partnership LLB Bachelor of Law M.A Master of Arts M.Com Master of Commerce MAT Minimum Alternative Tax MAPIN Market Participants and Investors Database MBA Master in Business Administration M.E Master of Engineering Merchant Banker as defined under the Securities and Exchange Board of India Merchant Banker (Merchant Bankers) Regulations, 1992 MCA The Ministry of Corporate Affairs, Government of India MD Managing Director Mm Millimeter Mn Million MNC Multinational Corporation MoF Ministry of Finance, Government of India. 24Term Description MoU Memorandum of Understanding MSME Micro, Small and Medium Enterprise M.Tech Masters of Technology N/A / NA / N.A. Not Applicable NAV Net Asset Value NACH National Automated Clearing House NCLT National Company Law Tribunal NCT National Capital Territory NECS National Electronic Clearing Services NEFT National Electronic Fund Transfer The aggregate of the paid-up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of miscellaneous Net Worth expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account. NoC No Objection Certificate NPV Net Present Value NR Non-Resident NRE Account Non-Resident External Account NRIs / NRI Non-Resident Indian NRO Account Non-Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited NSE Emerge Emerge Platform of NSE OFS Offer for Sale OS Operating System p.a. Per Annum P/E Ratio Price Earnings Ratio 25Term Description PAN Permanent Account Number PAT Profit After Tax PBT Profit Before Tax PF Provident Fund PIO+ Persons of Indian Origin PLR Prime Lending Ratio PAC Persons Acting in Concert PG Post Graduate PGDBA Post Graduate Diploma in Business Administration POA Power of Attorney P.O Purchase Order PSU Public Sector Undertaking(s) Pvt. Private QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations QIB Qualified Institutional Buyer Q.C. Quality Control RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended from time to time RoNW Return on Net Worth RTGS Real Time Gross Settlement ROE Return on Equity RONW Return on Net Worth ROCE Return on Capital Employed R&D Research & Development Registration Act Registration Act, 1908 26Term Description The Securitization and Reconstruction of Financial Assets and Enforcement of SARFAESI Act Security Interest Act, 2002 SAT Securities Appellate Tribunal SBO Rules Significant Beneficial Owners, Rules, 2018 SCORES SEBI Complaints Redress System SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to time SCSB Self-Certified Syndicate Bank SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India (Alternate Investments Funds) Regulations, SEBI AIF Regulation 2012, as amended Securities and Exchange Board of India (Depositories and Participants) Regulations, SEBI Depository Regulations 2018 SEBI Foreign Portfolio Investor Securities and Exchange Board of India (Foreign Portfolio Investor) Regulations, Regulations / SEBI FPI 2019 Regulations SEBI ICDR Regulations / ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Regulations / Regulations / Requirements) Regulations, as amended from time to time SEBI (ICDR) Regulations SEBI (PFUTP) Regulations / Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade PFUTP Regulations Practices relating to Securities Markets) Regulations, 2003 SEBI Insider Trading The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended Regulations SEBI Listing Regulations, 2015 / SEBI Listing Regulations / Securities and Exchange Board of India (Listing Obligations and Disclosure Listing Regulations / Requirements) Regulations, 2015 as amended from time to time SEBI (LODR) Regulations SEBI Takeover Regulations /Takeover Regulations / Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover Code / SEBI (SAST) Takeovers) Regulations, 2011, as amended from time to time Regulations 27Term Description Securities and Exchange Board of India (Share Based Employee Benefits) SEBI SBEB Regulations Regulations, 2014, as amended SEBI Venture Capital Regulations / SEBI (Venture Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended Capital) Regulations / SEBI from time to time VCF Regulations Securities Exchange Board of India (Foreign Venture Capital Investor) Regulations, SEBI FVCI Regulations 2000, as amended from time to time Sec. Section SGST State Goods and Services Tax SME Small & Medium Enterprise Sq. Square Sq. mtr Square Meter SWOT Analysis of strengths, weaknesses, opportunities and threats STT Securities Transaction Tax SPV Special Purpose Vehicle TAN Tax Deduction Account Number TDS Tax Deducted at Source Tm Act Trademarks Act, 1999, as amended TIN Taxpayers Identification Number TRS Transaction Registration Slip TNW Total Net Worth Trade Marks Act Trade Marks Act, 1999 U.S. GAAP Generally accepted accounting principles in the United States of America u/s Under Section UIN Unique Identification Number U.N United Nation UK Uttarakhand 28Term Description UOI Union of India US / U.S. / USA / United States United States of America USD / US$ / $ United States Dollar VAT Value Added Tax w.e.f. With effect from WTD Whole Time Director WDV Written Down Value WC Working Capital WCL Working Capital Limit YoY Year over Year Notwithstanding the following: - (i) In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 388 of this Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section. (ii) In the section titled ‘Restated Consolidated Financial Statements’ beginning on page 249 of this Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section. (iii) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 139 of this Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section. HIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 29CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION CERTAIN CONVENTIONS All references in this 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 in this Red Herring Prospectus to the ‘U.S.’, ‘US’, ‘U.S.A.’ or ‘United States’ are to the United States of America and its territories and possessions. Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of this Red Herring Prospectus. In this Red Herring Prospectus, the terms “The Company”, “we”, “us”, “our”, “Our Company”, “Issuer”, “SPCL”, “Srinibas Pradhan Constructions” and “Srinibas Pradhan Constructions Limited” unless the context otherwise indicates or implies, refers to “Srinibas Pradhan Constructions Limited”. In this Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lacs / Lakhs”, the word “Crore” means “ten million” and the word “billion (bn)” means “one hundred crores”. In this Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. FINANCIAL DATA AND OTHER INFORMATION Unless stated otherwise, the financial information in this Red Herring Prospectus are extracted from the Restated Consolidated Financial Statements of our Company for the financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 and for the period ended September 30, 2025 prepared in accordance with Indian GAAP and the Companies Act, and restated in accordance with the SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditor, set out in the section titled “Financial Information” beginning on page 249 of this Red Herring Prospectus. Our Company’s fiscal year commences on April 1 of each year and ends on March 31 of the next year. Accordingly, all references to a particular fiscal year (referred to herein as “Fiscal”, “Fiscal Year”, “Financial Year”) are to the 12 months ended March 31 of that particular year, unless otherwise specified. In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to two decimal points. There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not attempted to explain those differences or quantify their impact on the financial data included herein, and the investors are urged to consult their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which the Restated Consolidated Financial Statements included in the Red Herring Prospectus will provide meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting policies and practices, the Companies Act, Ind AS, and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus should, accordingly, be limited. Unless otherwise indicated, any percentage amounts, as set forth in this Red Herring Prospectus, including in the Sections titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 45, 157 and 278 respectively, have been calculated on the basis of the Restated Consolidated Financial Statements of our Company included in this Red Herring Prospectus. For additional definitions used in this Red Herring Prospectus, see the section “Definitions and Abbreviations” on page 1 of this Red Herring Prospectus. 30CURRENCY AND UNITS OF PRESENTATION In this Red Herring Prospectus, references to “Rupees” or “Rs.” or “INR” or “Rs” or “₹” are to Indian Rupees, the official currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S. $”, “US Dollar(s)” or “U.S. Dollar(s)” are to United States Dollars, the official currency of the United States of America. INDUSTRY AND MARKET DATA Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no investment decision should be made solely on the basis of such information. Further, industry sources and publications are also prepared based on information as of a specific date and may no longer be current or reflect current trends. The extent to which industry and market data set forth in this Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. The third-party data in relation to the industry and market data, has not been independently verified by our Directors, our Promoter or the Book Running Lead Manager or any of their respective affiliates or advisors and none of these parties, jointly or severally, make any representation as to the accuracy of this information. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Accordingly, no investment decision should be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors” in this raft Red Herring Prospectus. In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 127, includes information relating to our peer group companies and industry averages. Such information has been derived from publicly available sources. Such industry sources and publications are also prepared based on information as at specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base this information on estimates and assumptions that may prove to be incorrect. EXCHANGE RATES This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate. In case March 31 or any date of any of the respective years is a public holiday, the previous working day, not being a public holiday, has been considered. The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee and other foreign currencies Currency Exchange rate as on (in ₹) September 30, March 28, 2025 March 28, 2024 March 31, 2023 2025 1 USD 88.79 85.58 83.37 82.21 (Source: www.rbi.org.in and www.fbil.org.in) 31FORWARD - LOOKING STATEMENTS This Red Herring Prospectus contains certain “forward-looking statements”. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward looking statements, which may include statements with respect to our business strategy, our revenue and profitability, our goals and other such matters discussed in this Red Herring Prospectus regarding matters that are not historical facts. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “projected”, “should”, “will”, “will continue”, “seek to”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. All forward-looking statements whether made by us or any third parties in this Red Herring Prospectus are based on our current plans, estimates, presumptions and expectations and are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our Company has businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, incidence of any natural calamities and/or acts of violence, changes in laws, regulations and taxes and changes in competition in our industry. Certain important factors that could cause actual results to differ materially from our Company’s expectation include, but are not limited to, the following: • General economic and business conditions in India; • General economic and business conditions in the State of Odisha; • The occurrence of natural disasters or calamities; • Inability to promptly identify and respond to changing customer preferences or evolving trends; • If one or more of our major customers choose not to source their requirements from us or to terminate our long-term contracts; • Increase in price and material components; • Regulatory changes relating to the finance and capital market sectors in India and our ability to respond to them; • Our ability to successfully implement our strategy, our growth and expansion, our exposure to market risks that have an impact on our business activities or investments; • Our ability to attract and retain experienced personnel; • Any adverse outcome in the legal proceedings in which we are involved; • Changes in laws and regulations that apply to the industries in which we operate; • Reduction of demand in our industry; • Any slowdown or shutdown in our operations or strikes, work stoppages or increased wage demands by our employees that could interfere with our operations; • Failure to successfully upgrade our offerings, from time to time; • Our reliance on a combination of trade mark, Patent, trade secret, copyright law and contractual restrictions and our inability to protect our intellectual property rights; • Our ability to effectively manage the operations of and costs associated with it; • Failure to comply with the quality standards and requirements of our customers; • Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; • Occurrence of Environmental Problems & Uninsured Losses; • Conflicts of interest with affiliated companies, the promoter group and other related parties; • Concentration of ownership among our Promoters; 32• 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 and foreign laws, regulations and taxes and changes in competition in our industry; • Our inability to manage risks that arise from the above-mentioned factors; • Other factors beyond our control. For further discussion on factors that could cause actual results to differ from expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 45, 157 and 278, respective, of this Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated. There can be no assurance to 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. Forward-looking statements reflect current views as of the date of this Red Herring Prospectus and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect neither our Company, our Directors, the Book Running Lead Manager nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance. In accordance with regulatory requirements, our Company will ensure that investors in India are informed of material developments from the date of registration of this Red Herring Prospectus with the RoC until receipt of final listing and trading approvals by the Stock Exchange for this Offer. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 33SECTION II – SUMMARY OF THE OFFER DOCUMENT The following is a general summary of the terms of the offer. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including the sections entitled “Risk Factors”, " Our Industry”, “Outstanding Litigation and Material Developments”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Statements” “Objects of the Offer”, “Our Business”, “Offer Procedure” and “Main Provisions of Articles of Association” on page 45, 142, 310, 235, 249, 111, 157, 352 and 388 respectively of this Red Herring Prospectus. SUMMARY OF BUSINESS We are engaged in infrastructure development across various domains, with a primary focus on Roads and Highways, including Rural, Major District, and Urban roads. We utilizing a range of materials such as Aggregate, Sand, Tar, and Cement to ensure durable and reliable construction. In addition to roads, we focus on construction of High-Level Bridges and Steel Structures, both for bridges and sheds. Our Civil Construction Services encompass a wide spectrum, from Foundations and Superstructures to Multi-Storied Structures, Factories, and Industrial Facilities. We engage in competitive bidding processes by participating in tenders/bids/quotations and complete the process for getting contracts/work orders for diverse projects in the State of Odisha, such as Roads, Bridges, Irrigation & Canals, Civil, and Industrial construction. For details, please refer “Our Business” on page 157. SUMMARY OF INDUSTRY IN WHICH OUR COMPANY OPERATES The infrastructure sector is a key driver of the Indian economy. The sector is highly responsible for propelling India’s overall development and enjoys intense focus from the Government for initiating policies that would ensure the time-bound creation of world-class infrastructure in the country. The infrastructure sector includes power, bridges, dams, roads, and urban infrastructure development. In other words, the infrastructure sector acts as a catalyst for India’s economic growth as it drives the growth of the allied sectors like townships, housing, built-up infrastructure, and construction development projects. For details, please refer “Our Industry” on page 142. NAME OF OUR PROMOTERS The Promoters of our Company are Mr. Ramakanta Pradhan, Mr. Srinibas Pradhan and Ms. Jyotshna Pradhan. For detailed information please refer to chapter titled “Our Promoters and Promoter Group” on page 235. SIZE OF THE OFFER Upto 20,73,600 Equity Shares of face value of Rs. 10/- each at a price of Rs. [●] Offer of Equity Shares (1) per equity share each, aggregating up to Rs. [●] Lakhs. Of which Upto 17,13,600 Equity Shares of face value of Rs. 10/- each at a price of Rs. [●] Fresh Issue (1) per equity share each, aggregating up to Rs. [●] Lakhs. Upto 3,60,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. [●] Offer for Sale(2) per equity share each, aggregating up to Rs. [●] Lakhs. Out of which 1,04,400 Equity Shares of face value of Rs. 10/- each fully paid-up of the Market Maker Reservation Company for cash at a price of Rs. [●] per equity share each, aggregating up to Rs. [●] Lakhs. 19,69,200 Equity Shares of face value of Rs. 10/- each fully paid-up of the Company for cash at a price of Rs. [●] per equity share each, aggregating up to Net Offer to the Public Rs. [●] Lakhs. 34(1) The present Offer has been authorized pursuant to a resolution of our Board dated August 23, 2025 and by special resolution passed under Section 62(1)(c) of the Companies Act, 2013 and Extra-Ordinary General Meeting of our shareholders held on the shorter notice on August 25, 2025. (2) The Offer for Sale has been authorized by the Selling Shareholders, as detailed below: Name of Selling Shareholders Date of the Consent Letter No. of Equity Shares Offered Srinibas Pradhan August 26, 2025 1,80,000 Ramakanta Pradhan August 26, 2025 1,80,000 The above table summarizes the details of the offer. For further details of the offer, see “The Offer” and “Offer Structure” on pages 77 and 348 respectively. OBJECTS OF THE OFFER The details of the proceeds of the Fresh Issue are stated below: (Amount in Rs. Lakhs) S. No. Particulars Amount 1. Gross Proceeds of the Fresh Issue [●] 2. Less: Offer related expenses (to the extent apportioned to the Fresh Issue)* [●] Net Proceeds of the Fresh Issue [●] *Note: All expenses related to the Offer will be borne by our Company and the Selling Shareholders in proportion to their respective contributions of Equity Shares to the Offer. However, regulatory expenses will be borne solely by our Company. The Offer expenses are estimated expenses and subject to change. PROPOSED UTILIZATION OF NET PROCEEDS The Net Proceeds of the Fresh Issue (“Net Proceeds”) are currently expected to be deployed in accordance with the schedule as stated below: (Amount in Rs. Lakhs) Estimated % of Net Proceeds of S. No. Particulars Amount Fresh Issue(1) 1. Funding the working capital requirements of our Company 1155 [●] Repayment/prepayment, in full or part, of certain loans availed 2. 100 [●] by our Company 3. General Corporate Purpose(1)(2) [●] [●] Total [●] [●] (1) To be finalized upon determination of the Offer Price and updated in the Prospectus. (2) The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our Company through this Offer or Rs. 1000 lakhs, whichever is lower. For further details, see “Objects of the Offer” on page 111. AGGREGATE PRE – OFFER SHAREHOLDING OF THE PROMOTERS AND PROMOTER GROUP Our Promoters and Promoter Group collectively hold 52,41,973 equity shares of our Company aggregating to 85.27 % of the pre-issue paid-up share capital of our Company. Following are the details of shareholding of Promoters and Promoter Group, as on the date of this Red Herring Prospectus: No. of Equity Shares (Pre As a % of Pre - Offer S. No. Name of the Shareholder – Offer) Share Capital 1. Ramakanta Pradhan* 24,50,500 39.86 2. Srinibas Pradhan* 27,91,473 45.41 3. Jyotshna Pradhan 0 0.00 TOTAL 52,41,973 85.27 35*Srinibas Pradhan and Ramakanta Pradhan are the Selling Shareholders. For further details, see the chapter titled “Capital Structure” beginning on page 95. SHAREHOLDING OF PROMOTER / PROMOTER GROUP AND TOP 10 SHAREHOLDERS Following are details of shareholding of Promoter / Promoter Group and additional top 10 shareholders of the company as at allotment: Pre-Offer shareholding as at the date of Post-Offer shareholding as at Allotment (3) Advertisement At the lower end of the At the upper end of the S. No. Number of price band (Rs. [●]) price band (Rs. [●]) Shareholding Shareholders Equity Number Shareholding Number of Shareholding (in %)(2) Shares(2) of Equity (in %)(2) Equity (in %)(2) Shares(2) Shares(2) Promoter Ramakanta 22,70,500 22,70,500 1. 24,50,500 39.86 28.88 28.88 Pradhan* Srinibas 26,11,473 26,11,473 2. 27,91,473 45.41 33.22 33.22 Pradhan* Jyotshna 3. - - - - - - Pradhan Promoter Group (1) NA - - - - - - Additional Top 10 Shareholders Bitchief 1. Endeavor 1,56,800 2.55 1,56,800 1.99 1,56,800 1.99 LLP Shannon Advisors 1,46,400 1,46,400 2. 1,46,400 2.38 1.86 1.86 Private Limited Babli 3. 83,508 1.36 83,508 1.06 83,508 1.06 Agrawal 4. Megha Jain 73,908 1.20 73,908 0.94 73,908 0.94 Balaji 5. Endeavor 73,908 1.20 73,908 0.94 73,908 0.94 LLP Awa 6. Endeavor 38,400 0.62 38,400 0.49 38,400 0.49 LLP Divine Comex 7. Enterprises 38,400 0.62 38,400 0.49 38,400 0.49 Private Limited Durga Dutta 8. 32,500 0.53 32,500 0.41 32,500 0.41 Tripathy L.C.Rajwani 9. Catalyst 25,600 0.42 25,600 0.33 25,600 0.33 LLP 36Prashant 10. 19,200 0.31 19,200 0.24 19,200 0.24 Kandoi Notes: 1) There are no Promoter Group shareholders. 2) Includes all options that have been exercised until date of Red Herring Prospectus 3) Based on the Offer Price of Rs. [●] and subject to finalization of the basis of allotment. *Srinibas Pradhan and Ramakanta Pradhan are the Selling Shareholders. DETAILS OF THE SELLING SHAREHOLDERS The Selling Shareholders have consented to participate in the Offer for Sale in the following manner: Name of the Selling Date of Consent No. of Equity No. of Equity % of the pre-offer paid up Type Shareholders Letter Shares Held Shares Offered Equity Share capital Srinibas Pradhan August 26, Promoter 27,91,473 1,80,000 45.41 2025 Ramakanta Pradhan August 26, Promoter 24,50,500 1,80,000 39.86 2025 The Selling Shareholders have confirmed that the Equity Shares proposed to be offered and sold in the Offer are eligible in term of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in securities market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The Selling Shareholders have also severally confirmed that they are the legal and beneficial owners of the Equity Shares being offered by them under the Offer for Sale. SUMMARY DERIVED FROM THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS Following are details as per the Restated Consolidated Financial Statements for the period ended as on September 30, 2025 and for the financial year ended on March 31, 2025, 2024 and 2023. (Amount in Lakhs, except EPS) For September Financial Year ended March 31, Particulars 30, 2025 2025 2024 2023 Share capital 614.74 436.09 414.38 9.38 Net Worth 2201.29 1,590.73 771.56 266.67 Revenue from Operations 4558.70 8,968.47 3,526.94 2,634.88 Profit after tax 410.87 658.62 354.89 148.17 Earnings per share* 6.89 11.33 64.25 93.13 Net Asset Value per equity share* 35.81 27.36 13.96 82.05 Total borrowings (including current maturities of long-term 1716.61 1,725.49 187.59 5.77 borrowings) *Bonus shares adjustment is considered for calculation of Earnings per Share and Net Asset Value per equity share AUDITORS QUALIFICATIONS There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial Statements. SUMMARY OF OUTSTANDING LITIGATIONS A summary of outstanding litigation proceedings as on the date of this Red Herring Prospectus as disclosed in section titled “Outstanding Litigation and Material Developments” in terms of the SEBI (ICDR) Regulations and the Materiality Policy is provided below: 37(Amount in Lakhs) Type of Proceedings Number of cases Amount** Cases against our Company Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases by our Company Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our Promoters Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding civil litigation 2# 12.36 Tax proceedings NIL NIL Total 2 12.36 Cases by our Promoters Outstanding Criminal proceedings 1 5.00 Outstanding material civil litigation 1 * Tax proceedings NIL NIL Total 2 * Cases against our Directors (Other than Promoters) Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases by our Directors (Other than Promoters) Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our Subsidiary Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings 1 8.71 Total 1 8.71 Cases by our Subsidiary Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our KMPs NIL NIL Cases by our KMPs NIL NIL * Amount not quantifiable. **As per Materiality Policy 38# One of the case amounts is not quantifiable as mentioned on “Legal and other information” chapter on page no. 310 of the Red Herring Prospectus. For detailed information please refer to page 310 under chapter titled “Outstanding Litigation and Material Developments”. RISK FACTORS Investors should see “Risk Factors” on page 45 to have an informed view before making an investment decision. SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY Details of the contingent liabilities and capital commitments of our Company for the period ended as on September 30, 2025 and fiscal year ended on March 31, 2025, 2024 and 2023 derived from the Restated Consolidated Financial Statements are set forth below: (Amount in Lakhs) As at As at March 31, S. Particulars September 30, No. 2025 2024 2023 2025 Claims against the Company not acknowledged as Debt 1. Outstanding Bank Guarantees 319.94 324.46 - - Outstanding Tax Demand with 2. Respect to any Revenue - - - Authorities i. TDS and Income tax demand 0.19 ii. GST demand 14.92 Total 335.04 324.46 - - For detailed information on the Contingent Liabilities on our Company, please refer “Restated Consolidated Financial Statements– Annexure – XII- Contingent Liabilities and Commitments” beginning on page 277. 39SUMMARY OF RELATED PARTY TRANSACTIONS Following is the summary detail of the Related Party Transaction entered by the company for the period ended September 30, 2025 and for the period ended on March 31, 2025, 2024 and 2023: (Amount in Lakhs) As at As at March 31, Particulars September 30, 2025 2025 2024 2023 Nature of Transactions Srinibas Pradhan - Managing Director Remuneration 6.00 13.80 2.32 - Other expenses incurred/ (recovered) (Rent, Diesel, Job work etc.) 0.60 1.20 - - Advance against Investment in shares of SPIPL - (136.20) 136.20 - Expenses paid on behalf of Company - 2.52 - - Unsecured borrowing taken / (repaid) (56.85) 310.70 - 38.00 Share Issue through conversion of loan - - - 38.00 IPO expenses paid on behalf of promoters during the year/period 0.75 Ramakant Pradhan - Whole Time Director Remuneration 6.00 15.00 2.32 - Purchase of Goods and Operational Expenses - - 1.70 - Share Issue through conversion of loan - - - 27.00 Unsecured borrowing taken / (repaid) 83.00 IPO expenses paid on behalf of promoters during the year/period 0.75 Srinibas Pradhan Infra Private Limited - Entity under common control of KMP(Subsidiary in FY 2024-25) Investment in shares - - 174.33 - Expenses incurred / (recovered) - - (18.98) - (Rent, Diesel, Job work etc.) Sale of Goods and Services - - 165.42 - Srinibas Pradhan (Proprietorship) - Entity under common control of KMP* 40Advance against supply/(sales) - 0.17 - - Purchase of Goods and Operational Expenses - 115.06 171.83 108.21 Sale of Goods and Services 787.20 3,458.72 1,112.94 - Expenses incurred / (recovered) 152.35 (97.88) 437.88 (Rent, Diesel, Job work etc.) Maa Mohini Transport - Entity under common control of KMP Unsecured borrowing taken / (repaid) - - - 5.00 Purchase of Goods and Operational Expenses 18.29 59.16 60.88 10.11 Other Expenses incurred / (recovered) 11.98 5.14 - (Rent, Diesel, Job work etc.) Sale of Goods and Services 22.99 - - Advance against supply/(sales) 9.59 - - - Kauslya Pradhan- Relative of KMP Unsecured borrowing taken / (repaid) - - (19.23) Share Issue through conversion of loan - - 5.00 Maa Mohini Green Solution - Entity under common control of KMP Advance against supply/(sales) 3.51 13.99 - - Unsecured borrowing taken / (repaid) - - - (0.30) Purchase of Goods and Operational Expenses 59.58 61.22 57.58 39.90 Other Expenses incurred / (recovered) 35.54 79.22 54.40 (Rent, Diesel, Job work etc.) Jyotshna Pradhan-Relative of KMP Share Issue through conversion of loan - - 5.00 Durga Dutta Tripathy – Chief Financial Officer (w.e.f. 08.03.2024) Remuneration 3.50 6.73 0.50 - Expenses paid on behalf of Company 0.97 0.84 - - Yashwant Agrawal – Company Secretary (till 15.06.2024) Remuneration 0.40 0.15 - Nishi Agrawal – Company Secretary (w.e.f. 21.06.2024) Remuneration 0.35 - - Surbhi Agrawal – Company Secretary (w.e.f. 23.09.2024) 41Remuneration 1.50 1.49 - - Ayushi Sharma- Independent Director Sitting fees 0.90 1.25 - - Biranchi Narayan Hota- Independent Director Sitting fees 0.90 Prithwiraj Singhdeo- Independent Director Sitting fees 0.90 * The proprietary business of Mr. Srinibas Pradhan was taken over by M/s Srinibas Pradhan Infra Private Limited ("the Company") with effect from 11 March 2024. Pursuant to this takeover, all assets and liabilities (including balances recoverable and payable) of the proprietary business were transferred to the Company. For detailed information on the Related Party Transactions executed by our Company, please refer “Restated Consolidated Financial Statements- Annexure IX Related Party Transactions” beginning on page 275. 42FINANCING ARRANGEMENTS There have been no financing arrangements whereby our promoter, members of the promoter group, the directors of the company which are promoters of the Issuer, the directors of our Subsidiary and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of business, of the financing entity during the period of six months immediately preceding the date of this Red Herring Prospectus. WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES ACQUIRED BY EACH OF OUR PROMOTERS DURING THE LAST ONE YEAR PRECEDING THE DATE OF THIS RED HERRING PROSPECTUS The weighted average price of equity shares acquired by the Promoters of our Company during the past one year preceding the date of this Red Herring Prospectus are as follows: Weighted Average Price Number of Equity Shares S. No. Name of the Promoters per Equity Share (In Rs.) (1) (2) (2) 1. Ramakanta Pradhan(3) 6,12,625 Nil 2. Srinibas Pradhan(3) 6,97,868 Nil (1) 15,36,849 fully paid-up Equity Shares were allotted to existing shareholders of our Company pursuant to a bonus issue in the ratio of 1:3 having face value of Rs. 10/- each on July 24, 2025, through capitalization of the eligible reserves. Thus, the cost of acquisition of the Equity Shares acquired pursuant to such bonus issue has been considered “NIL”. (2) The Weighted Average Price for Equity Shares acquired during last one year has been calculated by taking into account the amount paid by the Promoter to acquire, by way of fresh issuance, Bonus Issue or transfer, the Equity Shares and the net cost of acquisition has been divided by total number of shares acquired during last one year. (3) Srinibas Pradhan and Ramakanta Pradhan are the Selling Shareholders. Note: Pursuant to the certificate dated February 16, 2026 issued by Peer Review Auditor of our Company, Kapish Jain & Associates, Chartered Accountants vide UDIN: 26521888XTDKIE7778. AVERAGE COST OF ACQUISITION OF SHARES FOR PROMOTERS AND SELLING SHAREHOLDERS The average cost of acquisition of equity shares held by our promoters and the Selling Shareholders are set forth in the table below: Average Cost of Acquisition per S. No. Name of Promoters No. of Equity Shares held equity share (in Rs.) (1) 1. Ramakanta Pradhan(2) 24,50,500 3.92 2. Srinibas Pradhan(2) 27,91,473 6.09 3. Jyotshna Pradhan - - (1) The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by total number of shares held as on date of the Red Herring Prospectus. (2) Srinibas Pradhan and Ramakanta Pradhan are the Selling Shareholders. Note: Pursuant to the certificate dated February 16, 2026 issued by Peer Review Auditor of our Company, Kapish Jain & Associates, Chartered Accountants vide UDIN: 26521888XTDKIE7778. PRE – IPO PLACEMENT Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Red Herring Prospectus till the listing of the Equity Shares. 43ISSUE OF SHARE FOR CONSIDERATION OTHER THAN CASH Except as mentioned below, our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Red Herring Prospectus: Source out No. of No. of of which Date of Face Issue Nature of Equity Shares bonus Name of allottees Allotment Value Price Allotment Shares Allotted Shares Allotted issued Divine Comex Enterprises 9,600 Private Limited Ramakanta Pradhan 6,12,625 Srinibas Pradhan 6,97,868 Babli Agrawal 20,877 Jaydev Mandal 800 Kanav Gupta 4,800 Megha Jain 18,477 Prashant Kandoi 4,800 Sanjay Dhir 2,000 Tanu Jain 2,400 Dhiraj Kumar 4,000 Jai Prakash Sharma 2,000 Bonus Nitin Arora 2,400 Issue in the Pranav Mehta 2,000 ratio of 1 Sandeep Kumar Mishra 2,000 Equity Securities Suman Goyal 2,800 July 24, 15,36,849 10 - Shares for Premium Vinay Kumar Pareek 3,200 2025 every 3 Reserve Vipin Chamaria 4,800 Equity Deepak Goyal 4,800 Share held Dependra Pundir 2,000 Prasant Kar 2,000 Sachin Kumar 4,800 Durga Dutta Tripathy 8,125 Awa Endeavor LLP 9,600 Balaji Endeavor LLP 18,477 L.C. Rajwani Catalyst LLP 6,400 Bitchief Endeavor LLP 39,200 Shannon Advisors Private 34,800 Limited Shiv Bhagwan Aggarwal 4,400 Praduman Bansal 3,200 Shubham Sethi 1,600 SPLIT / CONSOLIDATION OF EQUITY SHARES OF OUR COMPANY IN THE LAST ONE YEAR Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this Red Herring Prospectus. SEBI EXEMPTIONS Our Company has not been granted any exemption from complying with any provisions of securities laws by SEBI. 44SECTION III - RISK FACTORS An investment in our Equity Shares involves a high degree of financial risk. Prospective investors should carefully consider all the information in the Red Herring Prospectus, particularly the “Financial Information” and the related notes, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 249, 157 and 278 respectively of this Red Herring Prospectus and the risks and uncertainties described below, before making a decision to invest in our Equity Shares. The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks associated with the industry in which we operate and specific risks associated with our Company. Any of the following risks, individually or together, could adversely affect our business, financial condition, results of operations or prospects, which could result in a decline in the value of our Equity Shares and the loss of all or part of your investment in our Equity Shares. While we have described the risks and uncertainties that our management believes are material, these risks and uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we currently are not aware of or deem immaterial, may also have an adverse effect on our business, results of operations, financial condition and prospects. This Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below. However, there are risk factors the potential effects of which are not quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Offer, including the merits and the risks involved. You should not invest in this Offer unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares. Materiality The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality. 1. Some events may not be material individually but may be found material collectively. 2. Some events may have material impact qualitatively instead of quantitatively. 3. Some events may not be material at present but may be having material impact in future. Note: The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks described in this section. In this Red Herring Prospectus, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. Any percentage amounts, as set forth in “Risk Factors” on page 45 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 278 of this Red Herring Prospectus unless otherwise indicated, has been calculated on the basis of the amount disclosed in the “Restated Consolidated Financial Statements”. In this section, unless the context requires otherwise, any reference to "we", "us" or "our" refers to Srinibas Pradhan Constructions Limited. 45INTERNAL RISK FACTORS Business Risks / Company specific Risk 1. Our business operations are focused primarily in the State of Odisha. We rely heavily on projects undertaken or awarded within Odisha, by entities such as the local authorities, municipal bodies, and other organizations operating in the state. As a result, our revenue streams are derived entirely from contracts with a limited number of entities, exposing us to risks arising from economic, regulatory, and other changes specific to Odisha. Any adverse changes in central or state government policies could potentially lead to foreclosure, termination, restructuring, or renegotiation of our contracts. Such developments could significantly impact our business operations and financial results. Our business operations are intricately tied to the State of Odisha, where we concentrate our efforts and resources. Our primary source of revenue stems from projects which have been set-up in the State of Odisha, facilitated by various entities including the local authorities, municipal bodies, and other organizations operating within the state's jurisdiction. For the period ending September 30, 2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, our projects in Odisha contributed to Rs. 4558.70 lakhs, Rs. 8,968.47 lakhs, Rs. 3,526.94 lakhs and Rs. 2,634.88 lakhs, which is 100% of our total revenue from operations in each fiscal year. This strategic focus on Odisha, while advantageous in many ways, also exposes us to specific risks associated with the region. We have historically focused primarily on construction, development or repair of roads, bridges, etc. in the state of Odisha. The concentration of our business in the state of Odisha exposes us to various risks, including but not limited to, regional slowdown in construction activities or reduction in infrastructure projects; vulnerability to change in laws, policies and regulations of the political and economic environment; perception by our potential customers that we are a regional construction company which hampers us from competing for large and complex projects at the national level; and limitation on our ability to implement the strategy to cluster projects in the states where we intend to conduct business. Furthermore, existing and potential competitors to our businesses in these states may increase their focus on these states, which could reduce our market share. The concentration of our operations heightens our exposure to adverse developments related to competition, as well as economic, political, demographic and other changes, which may adversely affect our business prospects, financial conditions and results of operations. While we strive to geographically diversify our project portfolio and reduce our concentration risk, we cannot assure you that adverse developments associated with the region will not impact on our business. If we are unable to mitigate the concentration risk, we may not be able to develop our business as planned and our business, financial condition and results of operation could be adversely affected. Our revenue streams are dependent on contracts with a limited number of entities within Odisha, making us susceptible to risks arising from economic shifts, regulatory alterations, and other localized changes. For further details please see – “Our Business- Order Book” on page 169. Any adverse modifications in central or state government policies have the potential to impact our business operations significantly. These changes could lead to scenarios such as foreclosure, contract termination, restructuring, or renegotiation, all of which could have a substantial impact on our financial health and operational stability. Navigating these potential challenges requires a keen understanding of the local landscape, proactive risk management strategies, and the ability to adapt swiftly to evolving circumstances. Our resilience as a company hinge on our capacity to anticipate and respond effectively to changes in government policies, economic conditions, and regulatory frameworks within Odisha. By maintaining a vigilant approach and fostering robust relationships with key stakeholders, we aim to mitigate these risks while capitalizing on opportunities for sustainable growth and success in our operating environment. 2. We depend on certain key customers for our revenues. A decrease in the revenues we derive from them could materially and adversely affect our business, results of operations, cash flows and financial condition. We face a significant risk due to our reliance on a limited pool of clients, which exposes us to the danger of customer concentration. Any fluctuations in the performance of these clients could lead to customer attrition, reduced workload, or a decline in the pricing of our services. 46The following table illustrates the revenue derived from our top 1, 5 and top 10 clients, based on their contribution to our revenue for the financial years ending March 31, 2025, March 31, 2024 and March 31, 2023 and for the period ended September 30, 2025. These figures are also presented as a percentage of our overall revenue for the respective periods: (Rs. in Lakhs) September 30, For the Financial Year ended on March 31, 2025 2025 2024 2023 % of % of % of % of Particulars Revenue Revenue Revenue Revenue Amt. Amt. Amt. Amt. from from from from Operation Operation Operation Operation Top 1 2123.52 46.58 3,458.72 38.57 1,112.94 31.56 1,857.88 70.51 Customer Top 5 4007.19 87.90 7,907.28 88.17 3,041.02 86.22 2,634.89 100.00 customers Top 10 4487.91 98.45 8,764.90 97.73 3,409.06 96.66 2,634.88 100.00 customers Any deviation from our established quality standards, intensified competition, or shifts in the demand for our services by these clients could potentially impede our ability to retain their patronage. We cannot guarantee consistent business levels, or any business at all, from these clients, and any loss of their business could have adverse effects on our revenue and profitability. However, it's important to note that the composition and revenue contribution from these clients may evolve as we onboard new clients as part of our normal business operations. Our strategy is to maintain customer loyalty by providing tailored solutions that address their specific needs proactively, efficiently, and cost-effectively. This approach not only adds value to each customer but also fosters deeper engagement with both our new and existing client base, presenting significant opportunities for growth. We have not lost any customer in the past years of the Company. If any complaint received from the customer regarding poor or bad quality of raw material, we do the onsite checking of the concerned raw material. 3. As of February 15, 2026, our Order Book, on a consolidated basis, was ₹ 18406.95Lakhs Projects included in our Order Book may be delayed, modified or cancelled for reasons beyond our control, or not fully paid for by our clients, which could materially harm our cash flow position, revenues or profits. Our Order Book represents the estimated contract value of the unexecuted portion of our existing assigned construction project receipts and is an indicator of visibility of future revenue for our Company. As of February 15, 2026, our Order Book, on a consolidated basis, was ₹ 18406.95 Lakhs, comprising 42 ongoing projects. For further details on our Order Book, please see “Our Business- Our Order Book” on page 169. Future earnings related to the performance of the work in the Order Book may not necessarily be realized. Thus, our future earnings may be different from the amount in the Order Book. Although projects in the Order Book represent business that we consider firm, project delays, cancellations or scope adjustments may occur for any reason. Further, due to changes in project scope and schedule, we cannot predict with certainty when or if the projects in our Order Book will be completed. Delays in the completion of a project can lead to our project customers delaying their payments to us. Even relatively short delays or difficulties in the execution of a project could result in delays in receiving, on a timely basis, all payments due to us on a project. We may incur significant additional costs due to project delays and our counterparties may seek liquidated damages due to our failure to complete the required milestones or even terminate the construction contract totally. In addition, even where a project proceeds as scheduled, it is possible that contracting parties may default and fail to pay amounts owed or dispute the amounts owed to us. Any delay, cancellation or payment default could materially harm our cash flow position, revenues or profits, and adversely affect the trading price of our Equity Shares. 47As a result, we may have to bear the risks associated with any increase in actual costs for construction activities exceeding the agreed pricing. If any of these risks materialize, they could adversely affect our business, prospects, reputation, profitability, financial condition and results of operation. 4. We have in past entered into related party transactions and we may continue to do so in the future. We have entered into various transactions with our Directors/ Promoter and Promoter Group members in the Past years. These transactions, inter-alia include, remuneration, loans and advances, etc. For details, please refer to “Annexure-IX- Related Party Transactions” under Section titled “Financial Information of the Company” of this Red Herring Prospectus. Our Company has entered such transactions on arms-length price in compliance with provisions of Companies Act, 2013 and other applicable laws. Although all related-party transactions that we may enter into in the future are subject to approval by Board or shareholders, as required under the Companies Act, we cannot assure you that such future transactions or any other future transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favourable terms if such transactions are not entered into with related parties. Furthermore, it is likely that we may enter into related party transactions in the future, the same will be in compliance with the Companies Act 2013 & applicable Laws. 5. We may be exposed to liabilities arising from defects during construction, which may adversely affect our business, financial condition, results of operations and prospects. Actual or claimed defects in construction quality during the construction of our projects, could give rise to claims, liabilities, costs and expenses. Further, we may not be able to recover such increased costs from our project clients in part, or at all, for any defects observed in the projects or damage caused to the project on account of the fault of our workers. We may further face slight delays in the estimated project completion schedule in respect of such projects on account of additional works required to be undertaken towards rectifying such construction faults, and we may have to appoint additional workforce and resources in order to complete the project within the pre-determined time period, which may result in increased expenditure for our Company, which we may not be able to pass on to our project clients. While any of the aforementioned events which could materially impact our projects or business operations, have not occurred in the past, however we cannot assure you that any claims in respect of the quality of our construction will not arise in the future and would not affect our business or financial condition. In the event any material events which bring the quality of our services could impact our eligibility to bid for civil construction, irrigation, mining and other projects may be affected, or in the event any defects in our construction trigger the extreme circumstances leading to termination or affect public interest, could lead to termination of our contracts blacklisting of our registration as a civil constructor and therefore could adversely affect our business operations and result of operations. We seek protection through our practice of covering risks through arbitration, contractual limitations of liability, indemnities and insurance. However, there can be no assurance that any cost escalation or additional liabilities in connection with the development of such projects would be fully offset by amounts due to us pursuant to the guarantees and indemnities, if any, provided by our contractors or insurance policies that we maintain. While there have not been any material events which have led us to claim coverage from our insurance policies, however, any liability in excess of our insurance payments, reserves or backup guarantee could result in additional costs, which would reduce our profits. Further, such construction faults may result in loss of goodwill and reputation, and may furthermore have a material and adverse impact on our eligibility in respect of future bids made by us towards projects, thereby affecting our future operations and revenues. In addition, if there is a client dispute regarding our performance, the client may delay or withhold payment to us. If we were ultimately unable to collect these payments, our profits would be reduced. While there have not been any such instances in the past, however, these claims, liabilities, costs and expenses, if not fully covered, thus could have an adverse effect on our business, financial condition, results of operations, and prospects. 486. The Company is dependent on few suppliers for purchase. Loss of any of these large suppliers may affect our business operations. Our top ten suppliers contribute more than 40.87%, 43.58%,47.35% and 53.25% respectively of our total purchases for the year ended on March 31, 2025, 2024 ,2023 and for the period ended September 30, 2025 respectively. We cannot assure that we will be able to get the same quantum and quality of supplies, or any supplies at all, and the loss of supplies from one or more of them may adversely affect our purchases and ultimately our revenue and results of operations. However, the composition and amount of purchase from these suppliers might change as we continue seek new suppliers for our business operation for better quality and price in the normal course of business. Though we believe that we will not face substantial challenges in maintaining our business relationship with them or finding new suppliers, there can be no assurance that we will be able to maintain long term relationships with such suppliers or find new suppliers in time. Although, we have not experienced any instances of our supplier’s failure in the financial year ended on March 31, 2025, 2024 and 2023 respectively. The following table illustrates the purchase from our top 1, 5 and top 10 suppliers for the financial years ending March 31, 2025, March 31, 2024 and March 31, 2023 and for the period ended September 30, 2025. (Rs. in Lakhs) September 30, For the Financial Year ended on March 31, 2025 2025 2024 2023 Particula % of % of % of rs % of Total Amount Total Amount Total Amount Amount Total Purchases Purchases Purchases Purchases Top 1 580.31 17.19 628.04 8.71 432.55 14.40 546.09 23.07 Supplier Top 5 1380.44 40.90 2,132.27 29.56 979.58 32.61 882.61 37.29 Suppliers Top 10 1797.27 53.25 2947.73 40.87 1,308 43.57 1117.17 47.19 Suppliers 7. Our Company depends on the knowledge and experience of our Promoters, Ramakanta Pradhan and Srinibas Pradhan and other key managerial personnel for our growth. The loss of their services may have a material adverse effect on our business, financial condition and results of operations. Our Company heavily relies on the management skills and strategic guidance provided by our Promoters, namely, Ramakanta Pradhan and Srinibas Pradhan, who are integral to our operations. These individuals are essential for developing business strategies, ensuring their successful implementation, and addressing future challenges. The success of our business, as well as the contracts awarded to our Company, is predominantly due to the reputation and influence our Promoters hold within the infrastructure and civil construction industry. Our Promoters are instrumental in fostering relationships with key stakeholders, securing contracts, and navigating the complexities of the market. Their deep industry knowledge, experience, and leadership are critical to maintaining our competitive edge and driving the growth and stability of our Company. However, this reliance also poses a significant risk. If we are unable to attract and retain skilled managerial personnel, our operational efficiency could be compromised. The loss of key individuals would disrupt our business operations, potentially leading to a decline in performance and productivity. Moreover, their departure could weaken our strategic direction and diminish our ability to secure new contracts or maintain existing ones. The challenge of hiring and retaining additional qualified personnel further aggravates this risk. In an industry where expertise and experience are paramount, finding replacements with the same level of proficiency and industry knowledge is difficult. This difficulty can lead to gaps in leadership and operational inefficiencies, which may result in missed opportunities, delays in project execution, and a deterioration of client relationships. 498. Our Company has a negative cash flow from our operating and investing activities in past three years and stub period, details of which are given below, sustained negative cash flow could impact our growth and business. Our Company has a negative cash flow from our operating and investing activities in the previous year(s) and for the period ended September 30, 2025 as per the Restated Consolidated Financial Statements and the same has been summarized below: (Rs. In Lakhs) September Particulars FY 2024-25 FY 2023-24 FY 2022-23 30, 2025 Net Cash Generated/(Used) From Operating (58.00) (1,378.76) 276.43 (39.31) Activities (A) Net Cash Generated/(Used) From Investing Activities (12.51) (173.45) (589.33) (41.12) (B) Net Cash Generated/(Used) From Financing 121.79 1,559.79 313.87 75.47 Activities (C) Net increase / (decrease) in cash and cash equivalents 51.28 7.58 0.97 (4.96) (A+B+C) Cash and Cash equivalent at the beginning of the year 16.58 9.00 8.03 12.99 Cash and Cash equivalent at the end of the year 67.86 16.58 9.00 8.03 Cash Flow of a Company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. We have experienced negative cash flow in two out of three previous restated consolidated financial statements. If we are not able to generate sufficient cash flow in future, it may adversely affect our business and financial operations. For further information please refer chapter titled “Financial Information” and “Management Discussion and Analysis of financial condition and result of operation” beginning on Page no 249 and 278 respectively of this Red herring Prospectus. 9. Our business is capital intensive because of which we may experience insufficient cash flows to meet required payments on our debt and working capital requirements, there may be an adverse effect on the results of our operations. Our business requires a significant amount of working capital which is based on certain assumptions, and accordingly, any change of such assumptions would result in changes to our working capital requirements. A significant amount of working capital is required to finance the purchase or manufacturing of materials, mobilization of resources and other work on projects before payment is received from clients. Further, since the contracts we bid typically involve a lengthy and complex bidding and selection process which is affected by a number of factors, it is generally difficult to predict whether or when a particular contract we have bid for will be awarded to us and the time period within which we will be required to mobilize our resources for the execution of such contract. As a result, we may need to incur additional indebtedness in the future to satisfy our working capital requirements. Our working capital requirements may increase if we undertake larger or additional projects or if payment terms do not include advance payments or such contracts have payment schedules that shift payments toward the end of a project or otherwise increase our working capital burden. Furthermore, the Objects of the Offer include funding working capital requirements of our Company, which is based on management estimates and certain assumptions. For more information in relation to such management estimates and assumptions, please see “Objects of the Offer” on page 111. Our working capital requirements may be subject to change due to factors beyond our control including force majeure conditions, an increase in defaults by our customers, non-availability of funding from banks or financial institutions. Accordingly, such working capital requirements may not be indicative of the actual requirements of our Company in the future and investors are advised to not place undue reliance on such estimates of future working capital requirements. Our capital expenditure requirements and growth strategy thus require continued access to significant amounts of capital on acceptable terms. We cannot assure you that market conditions and other factors will permit future project and acquisition financings, debt or equity, on terms acceptable to us or at all. Our ability to arrange financing and the 50costs of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from financial institutions, the amount and terms of our existing indebtedness, investor confidence, the continued success of current projects and laws that are conducive to our raising capital in this manner. Our attempts to consummate future financings may not be successful or be on terms favourable to us or at all. In addition, our ability to raise funds, either through equity or debt, is limited by certain restrictions imposed under Indian law. Further, if the demand for, or supply of, infrastructure financing at attractive rates or terms were to diminish or cease to exist, our business, prospects, financial condition and results of operation could be adversely affected. 10. Some of our promoter group entities are engaged in the same line of business as that of our company and there can be conflict of interests between our company and promoter group entities Our promoter group entities are engaged in the same line of business as that of our Construction Industry and we have not entered into any non-compete agreement with any of them. As these entities are engaged in similar operations, there is a potential for conflicts of interest to arise between them. Such conflicts could occur in areas like business decisions, resource allocation, and market strategies, which may not always align with the best interests of Srinibas Pradhan Construction limited. No such conflict of interest has occurred till date however we cannot foresee whether such an event if occurred in future could impact our business operations, financial performance and results of operations. 11. There have been certain inadvertent inaccuracies, delay and non-compliances with respect to certain regulatory filings and corporate actions taken by our Company. Consequently, we may be subject to regulatory actions and penalties for any past or future non-compliance and our business and financial condition may be adversely affected. Our Company has encountered several inadvertent inaccuracies, delays, and non-compliances concerning regulatory filings and corporate actions in the past. These issues may subject us to regulatory actions and penalties for any historical or future non-compliance, potentially adversely impacting our business operations and financial condition. One specific instance involved Form MGT-7 for the Financial Years 2021-22 and 2022-23. During these periods, our Company inadvertently failed to declare the share transfers approved in the Financial Year 2021-22, this oversight led to the incorrect reporting of our shareholding pattern. Upon discovering this error, our Company took immediate steps to rectify it by submitting Affidavits to the Registrar of Companies, Cuttack (RoC). Consequently, the originally filed Form MGT-7 was marked as defective by the RoC, and we promptly filed the correct form to rectify the default and ensure accurate reporting. In addition to the above, there have been other instances of delayed filing of statutory forms under the Companies Act with the RoC. These delays, although unintentional, resulted in non-compliance with regulatory requirements. To address these issues, we subsequently rectified the delayed filings by paying additional fees, thereby ensuring compliance with the regulatory framework. These instances highlight our commitment to maintaining transparency and regulatory compliance, despite occasional lapses. We are continually improving our internal processes to prevent such issues in the future and to ensure timely and accurate filings. We recognize the importance of adhering to regulatory requirements and are dedicated to taking all necessary measures to mitigate any potential risks associated with non-compliance. 12. There are pending litigations against our company, our Promoters, our Directors and our Wholly Owned Subsidiary and any adverse decision in these proceedings may render us/them liable to liabilities/penalties and may adversely affect our business, result of operations and financial conditions. Our Company, our Promoters, our Directors and our Wholly Owned Subsidiary are involved in certain legal proceedings at different levels of adjudication before various courts, tribunals and appellate authorities. In the event of adverse rulings in these proceedings or consequent levy of penalties by other statutory authorities, our Company, Promoters, Directors and Wholly Owned Subsidiary may need to make payments or make provisions for future payments, which may increase expenses and current or contingent liabilities and also adversely affect our reputation. In the ordinary course of business, our Company, Promoters, our Directors and our Wholly Owned Subsidiary are involved in certain legal proceedings, which are pending at varying levels of adjudication at different forums. The summary of outstanding matters set out below includes details of civil proceedings, criminal proceedings, tax 51proceedings, statutory and regulatory actions and other material pending litigation involving our company, directors, promoters and group companies of our Company. According to the materiality policy, any outstanding litigation, other than criminal proceedings, statutory or regulatory actions and taxation matters, is considered material if the monetary amount of claim by or against the entity or person in any such pending matter is lower of the following i) Litigation matters exceeding of Rs. 5,00,000/- or ii) Two percent of turnover, as per the latest annual restated consolidated financial statements of the Company iii) Two percent of net worth, as per the latest annual restated consolidated financial statements of the Company iv) Five percent of average absolute value of profit or loss after tax as per the three annual restated consolidated financial statements of the Company. We cannot assure that any of the legal proceedings described below will be decided in favor of the company, Promoters, Directors or our Group Companies respectively. Further the amounts claimed in these proceedings have been disclosed to the extent ascertainable, excluding contingent liabilities and include amounts claimed jointly and severally. Should any new developments arise, such as change in Indian law or rulings by appellate courts or tribunals, additional provisions may need to be made by us, the promoters, group companies and directors in our respective financial statements, which may adversely affect our business, financial condition and reputation. We may incur significant expenses and management time in such legal proceedings. Decision in any such proceedings adverse to our interests may have adverse effect on our business, future financial performance and results of operations. Decision of such proceedings which are against the interests may affect our reputation and may have material and adverse effect on our business, results of operations and financial condition are as under: (Amount in Lakhs) Type of Proceedings Number of cases Amount Cases against our Company Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases by our Company Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our Promoters Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation 2# 12.36 Tax proceedings NIL NI Total 2# 12.36 Cases by our Promoters Outstanding Criminal proceedings 1 5.00 Outstanding material civil litigation 1 * Tax proceedings NIL NIL Total 2 * Cases against our Directors (Other than Promoters) Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL 52Total NIL NIL Cases by our Directors (Other than Promoters) Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our Subsidiary Outstanding Criminal proceedings NIL NIL Actions initiated by regulatory or statutory authorities NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings 1 8.72 Total 1 8.72 Cases by our Subsidiary Outstanding Criminal proceedings NIL NIL Outstanding material civil litigation NIL NIL Tax proceedings NIL NIL Total NIL NIL Cases against our KMPs NIL NIL Cases by our KMPs NIL NIL * Amount not quantifiable. **As per Materiality Policy # One of the case amounts is not quantifiable as mentioned on “Legal and other information” chapter on page no. 310 of the Red Herring Prospectus. For detailed information please refer to page 310 under Chapter titled “Outstanding Litigation and Material Developments”. 13. We operate in a competitive industry and our failure to successfully compete may adversely affect our business, financial condition and results of operations, and prospects. The infrastructure sector is competitive and highly fragmented. We compete against various domestic engineering, construction and infrastructure companies for infrastructure projects. Some of our competitors may have larger financial resources or access to lower cost funds, or may have stronger engineering or technical capabilities in executing complex projects, or projects with certain specifications or in certain geographies. They may also benefit from greater economies of scale and operating efficiencies. Further, the premium placed on having experience may cause some of the new entrants to accept lower margins in order to be awarded a contract. The nature of the bidding process may cause us and our competitors to accept lower margins in order to be awarded the contract. In certain instances, certain competitors may choose to under-bid, which may adversely impact our market share, margins, revenues and financial condition. Whilst we have sufficient track record and experience in undertaking projects and the aforementioned events have not occurred in the past, however, if we are unable to bid for and win projects, whether large or small, or compete effectively with competitors, we may be unable to sustain or increase our volume of order intake. Given the fragmented nature of the Indian infrastructure industry, we may not have adequate information about the projects our competitors are constructing. As we seek to diversify our regional focus, we may face competition from existing competitors as well as local infrastructure companies, who may have better market understanding and reputation in such geographies. These competitive factors may result in reduced revenues, reduced margins and loss of market share. Failure to compete successfully against current or future competitors could harm our business, operating cash flows and financial condition. 14. Increases in Construction and Operating Expenses such as raw materials, machine hire charges, site expenses, fuel, labour, repair & maintenance of machinery could have an adverse effect on our business, results of operations and financial condition. 53During the fiscal years ending March 31, 2025, March 31, 2024, March 31, 2023 and for the period ended September 30, 2025 the Construction and Operating Expenses which inter alia includes raw materials, machine hire charges, site expenses, fuel, labour, repair & maintenance of machinery, constituted 87.83%, 98.40%, 97.13% and 80.01% of our total expenses, respectively. Additionally, during these fiscal years and for the period ended September 30, 2025, expenditure on Construction and Operating Expenses amounted to Rs. 7,107.38, Rs. 3,003.39 lakhs, Rs. 2,367.19 lakhs and 3,205.92 lakhs respectively. We are vulnerable to the risk of rising and fluctuating raw material prices, which are determined by demand and supply conditions in the global and Indian markets as well as government policies. Any unexpected price fluctuations after placement of orders, shortage, delay in delivery, quality defects, or any factors beyond our control may result in an interruption in the supply of such materials and adversely affect our business, financial performance and cash flows. While, our contracts include escalation clauses covering any increased costs we may incur, we may suffer cost overruns or even losses in these projects due to unanticipated cost increases which may not be covered in the escalation clauses of these contracts. Despite the escalation clauses in some of our construction contracts, our government clients may interpret the applicability of the escalation clauses in their favour and we may experience difficulties in enforcing such clauses to recover the costs we incurred in relation to the work performed as per the underlying contract. As a result, our ability to pass on increased costs may be limited and we may have to absorb such increases which may adversely affect our business, financial condition and results of operations. We may also suffer significant cost overruns or even losses in these projects due to unanticipated cost increases resulted from force majeure events or unforeseen circumstances which are not covered under the escalation clauses, and consequently we may experience difficulties in enforcing such clauses to recover the incremental costs we incurred in relation to our projects. If any of these risks materialize, they could adversely affect our profitability, which may in turn have an adverse effect on our overall results of operation. In addition, India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. Also, any upward revision of the prescribed minimum wage or other benefits required to be paid to our workers (including in the event of injuries or death sustained in course of employment, dismissal or retrenchment) will result in the increase in cost of labour which we may be unable to pass on to our customers due to market conditions and also the pre agreed conditions of contract. This would result in us being required to absorb the additional cost, which may have a material adverse impact on our profitability. Further we also depend on third party contractors for the provision of various services associated with our business. Such third-party contractors and their employees/workmen may also be subject to these labour legislations. 15. Obsolescence, destruction, theft, breakdowns of our machinery or equipment or failures to repair or maintain the same may adversely affect our business, cash flows, financial condition and results of operations. To maintain our capability to undertake large-scale projects, we seek to purchase machinery and equipment built with the latest technologies and knowhow and keep them readily available for our construction activities through careful and comprehensive repairs and maintenance. However, while there have been no instances in the past of obsolescence of our machineries or equipment, destruction, theft or major equipment breakdowns or failures to repair our machineries or equipment, we cannot assure you that we will be immune from the associated operational risks such as the obsolescence of our plants or equipment, destruction, theft or major equipment breakdowns or failures to repair our machineries or equipment, which may result in their unavailability, project delays, cost overruns and even defaults under our construction contracts. The latest technologies used in newer models of construction equipment may improve productivity significantly and render our older equipment obsolete. Obsolescence, destruction, theft or breakdowns of machineries or equipment may significantly increase our equipment purchase cost and the depreciation of our machineries and equipment, as well as change the way our management estimates the useful life of our machinery and equipment. In such cases, we may not be able to acquire new machineries or equipment or repair the damaged machineries or equipment in time or at all, particularly where our machineries or equipment are not readily available from the market or requires services from original equipment manufacturers. Some of our major equipment or parts may be costly to replace or repair. We may experience significant price increases due to supply shortages, inflation, transportation difficulties or unavailability of bulk discounts. While, our equipment and vehicle suppliers and manufacturers assist us in timely maintenance of our equipment and vehicle base and also carry 54out repairs on our equipment and vehicles, however we cannot assure you that we would be able to timely contact our equipment suppliers and manufacturers to maintain our equipment and vehicles, on an urgent basis. Further, we have also availed insurance policies to protect our Company against the risk of destruction, theft, breakdowns, repair or maintenance failures. However, our insurance coverage may not be adequate to cover all the risks to which our equipment and vehicles are exposed to, and may have an adverse effect our business, cash flows, financial condition and results of operations. However, our insurance coverage may not be adequate to cover all the risks to which our equipment and vehicles are exposed to, and may have an adverse effect our business, cash flows, financial condition and results of operations. 16. Our operations could be adversely affected by strikes; work stoppages or increased wage demands by our employees or any other kind of disputes with our employees and contract labour. We are dependent on our work force for the operation of our ongoing projects. For details regarding our ongoing projects, see “Our Business – Order Book” on page 169. As on January 31, 2026, we had 154 fulltime employees. We engage third-party sub-contractors to perform parts of our contract or provide services or manpower. While there have been no instances in the past of delay in performance of duties by our subcontractors, we cannot ensure that there will be no future delays in performance of duties by our subcontractors, which may cause a delay in completion of our projects. We may also be exposed to risks relating to the ability of the contractors to provide quality services, equipment and supplies for execution and completion of our projects. Further, while we may sub-contract our construction work and may be indemnified by the sub-contractor for any penalties or liquidated damages suffered by our Company due to their default, we may still be liable to pay damages or penalties for any defects in design and shortcoming in quality of construction of our projects during their construction and operation. In addition, we can make no assurance that such sub- contractors will continue to hold or renew valid registrations under the relevant labour laws in India or be able to obtain the requisite approvals for undertaking such construction and operation. While the aforementioned events have not occurred in the past, we cannot assure you that such events will not occur in the future and would not affect our business operations, results of operations and financial condition. If our sub-contractors are unable to perform in accordance with their commitments on time or meet the quality standards required, our ability to complete projects on time or at all could be impaired. Further, any disputes between our sub-contractors and their employees, or our sub-contractors’ failure to satisfy regulatory obligations towards their workers, where we are registered as the principal employer, may also result in disruptions in our operations, or in increased compliance costs for us. While such events have not occurred in the past, any future occurrence of such events may adversely affect our ability to complete a project in a timely manner. Further, if a sub-contractor becomes insolvent, we may be unable to recover damages or compensation for defective work and we may incur additional expenditure as a result of correcting any defective work. While, none of our sub-contractors are insolvent or have been declared insolvent in the past, occurrence of any such events in the future may have an adverse effect on our reputation, cash flows, business, financial condition, results of operations, and prospects. 17. We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or termination of the agreements with our licensors/ lessors would adversely impact our manufacturing operations and, consequently, our business. As on the date of this Red Herring Prospectus, our Company has taken on lease the registered office of the Company from the Managing Director and promoter of the Company, the details of which have been provided below: Lease Rent/ Lease/License Sr. Location of the Document Licensor / License Fee period Purpose No. property and Date Lessor (in Rs.) From To 1. Plot No. 813, Khata Deed of Mr. Srinibas Rs. 10,000/- August 28, August 27, Lease of No. 106/548, Brajraj Lease Pradhan per month 2024 2031 Registered Nagar, Chhualiberna, Agreement Office Jharsuguda, Belpahar dated Rs, Jharsuguda, August 28, Belpahar, Orissa, 2024 and India, 768217 Addendum 55Lease Rent/ Lease/License Sr. Location of the Document Licensor / License Fee period Purpose No. property and Date Lessor (in Rs.) From To Area: 1.58 acres of lease agreement dated September 10, 2025. Note: -Abovementioned lease deed is adequately stamped and registered. For details, please refer to the chapter titled “Our Business- Land and Properties” on page 199 of this Red Herring Prospectus. There can also be no assurance that our Company will be able to renew the lease agreements or deeds in a timely manner or at all. Further, there can be no assurance that we will not face any disruption of our rights as a lessee/ licensee and that such leave and license and lease agreements will not be terminated prematurely by the licensor/lessor. Any such non-renewal or early termination or any disruption of our rights as lessee / licensee will adversely affect our business operations. 18. There have been certain instances of delays in payment of statutory dues in the past. Any delay in payment of statutory dues in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows. Our Company is obligated to make timely payments of various statutory dues, including but not limited to Goods and Services Tax (GST) under the Goods and Service Tax Act, 2017, Employee Provident Fund (EPF) contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and Employee State Insurance (ESI) contributions under the Employees’ State Insurance Act, 1948, among other statutory payments. There have been certain instances of delays in the payment of statutory dues in the past by our Company, as outlined below: Goods and Services Tax Year Month Due Date Date of filing Delay 2025-26 GSTR-1 06-06-2025 26 11-05-2025 April GSTR-3B 06-06-2025 17 20-05-2025 GSTR-3B June 47 20-07-2025 05-09-2025 GSTR-1 05-09-2025 25 11-08-2025 July GSTR-3B 18-10-2025 59 20-08-2025 GSTR-1 18-10-2025 37 11-09-2025 August GSTR-3B 27-10-2025 37 20-09-2025 GSTR-1 28-10-2025 17 11-10-2025 September GSTR-3B 29-10-2025 9 20-10-2025 2024-25 GSTR-1 04-06-2024 24 11-05-2024 April GSTR-3B 05-06-2024 16 20-05-2024 56GSTR-1 11-06-2024 0 May 11-06-2024 GSTR-3B 05-09-2024 77 20-06-2024 GSTR-1 05-09-2024 56 June 11-07-2024 GSTR-3B 20-10-2024 92 20-07-2024 GSTR-1 20-10-2024 70 July 11-08-2024 GSTR-3B 20-10-2024 61 20-08-2024 GSTR-1 20-10-2024 39 August 11-09-2024 GSTR-3B 24-10-2024 34 20-09-2024 GSTR-1 12-11-2024 32 September 11-10-2024 GSTR-3B 30-01-2025 102 20-10-2024 GSTR-1 30-01-2025 80 October 11-11-2024 GSTR-3B 30-01-2025 71 20-11-2024 GSTR-1 30-01-2025 50 November 11-12-2024 GSTR-3B 30-01-2025 41 20-12-2024 GSTR-1 14-02-2025 34 December 11-01-2025 GSTR-3B 27-03-2025 66 20-01-2025 GSTR-1 28-03-2025 45 January 11-02-2025 GSTR-3B 10-05-2025 79 20-02-2025 GSTR-1 10-05-2025 60 11-03-2025 February GSTR-3B 10-05-2025 51 20-03-2025 GSTR-1 10-05-2025 29 11-04-2025 March GSTR-3B 31-05-2025 41 20-04-2025 2023-24 GSTR-3B March 20-04-2024 31-05-2024 41 February 20-03-2024 09-04-2024 20 January 20-02-2024 28-02-2024 8 November 20-12-2023 10-01-2024 21 September 20-10-2023 31-10-2023 11 April 20-05-2023 09-06-2023 20 572022-23 GSTR-3B March 20-04-2023 23-05-2023 33 February 20-03-2023 17-04-2023 28 January 20-02-2023 21-02-2023 1 December 20-01-2023 17-02-2023 28 November 20-12-2022 26-12-2022 6 September 20-10-2022 17-11-2022 28 August 20-09-2022 17-11-2022 58 July 20-08-2022 17-11-2022 89 June 20-07-2022 11-08-2022 22 April 20-05-2022 17-06-2022 28 2021-22 GSTR-3B March 20-04-2022 16-06-2022 57 February 20-03-2022 24-05-2022 65 January 20-02-2022 03-03-2022 11 December 20-01-2022 03-03-2022 42 November 20-12-2021 03-02-2022 45 October 20-11-2021 06-01-2022 47 August 20-09-2021 20-10-2021 30 Employee Provident Fund Year Month Due Date Payment Date Delay Days 2025-26 April 15-05-2025 13-06-2025 29 April 15-05-2024 28-05-2024 13 2024-25 April 15-05-20224 16-05-2024 1 June 15-Jul-2024 25-Jul-2024 10 March 15-04-2023 13-06-2023 59 April 15-05-2023 13-06-2023 29 July 15-08-2023 19-08-2023 4 July 15-08-2023 19-08-2023 4 July 15-08-2023 29-08-2023 14 August 15-09-2023 25-09-2023 10 August 15-09-2023 25-09-2023 10 August 15-09-2023 25-09-2023 10 August 15-09-2023 27-09-2023 12 September 15-10-2023 31-10-2023 16 October 15-11-2023 16-11-2023 1 October 15-11-2023 16-11-2023 1 October 15-11-2023 16-11-2023 1 2023-24 October 15-11-2023 06-12-2023 21 November 15-12-2023 19-12-2023 4 November 15-12-2023 23-12-2023 8 November 15-12-2023 19-03-2024 95 December 15-01-2024 31-01-2024 16 January 15-02-2024 19-02-2024 4 January 15-02-2024 19-02-2024 4 January 15-02-2024 19-02-2024 4 January 15-02-2024 19-02-2024 4 February 15-03-2024 19-03-2024 4 58February 15-03-2024 19-03-2024 4 February 15-03-2024 19-03-2024 4 February 15-03-2024 19-03-2024 4 March 15-04-2024 20-04-2024 5 March 15-04-2024 20-04-2024 5 March 15-04-2024 20-04-2024 5 March 15-04-2024 20-04-2024 5 2022-23 May 15-06-2022 25-07-2022 40 August 15-09-2022 20-09-2022 5 Note: Our Company follows the practice of making multiple EPF payments each month, driven by the allocation of employees to various clients and projects. This method ensures EPF payments for all employees while maintaining accurate tracking and compliance for each client’s account. Employee State Insurance Year Month Due Date Payment Date Delay Days 2025-26 May 15-06-2025 18-06-2025 3 15-05-2024 31-05-2024 16 April 15-05-2024 20-05-2024 5 15-05-2024 17-05-2024 2 May 15-06-2024 18-06-2024 3 2024-25 June 15-07-2024 26-07-2024 11 July 15-08-2024 31-08-2024 16 August 15-09-2024 18-09-2024 3 November 15-12-2024 18-12-2024 3 April 15-May-23 16-Jun-23 32 June 15-Jul-23 18-Jul-23 3 July 15-Aug-23 19-Aug-23 4 August 15-Sep-23 28-Sep-23 13 September 15-Oct-23 31-Oct-23 16 October 15-Nov-23 06-Dec-23 21 October 15-Nov-23 27-Nov-23 12 October 15-Nov-23 25-Nov-23 10 November 15-Dec-23 23-Dec-23 8 November 15-Dec-23 19-Dec-23 4 November 15-Dec-23 19-Dec-23 4 December 15-Jan-24 31-Jan-24 16 2023-24 December 15-Jan-24 24-Jan-24 9 January 15-Feb-24 17-Feb-24 2 January 15-Feb-24 17-Feb-24 2 January 15-Feb-24 17-Feb-24 2 January 15-Feb-24 17-Feb-24 2 February 15-Mar-24 19-Mar-24 4 February 15-Mar-24 19-Mar-24 4 February 15-Mar-24 19-Mar-24 4 February 15-Mar-24 19-Mar-24 4 March 15-Apr-24 20-Apr-24 5 March 15-Apr-24 20-Apr-24 5 March 15-Apr-24 20-Apr-24 5 March 15-Apr-24 20-Apr-24 5 2022-23 May 15-Jun-22 25-Jul-22 40 January 15-Feb-23 22-Feb-23 7 59Note: Our Company follows the practice of making multiple ESI payments each month, driven by the allocation of employees to various clients and projects. This method ensures ESI payments for all employees while maintaining accurate tracking and compliance for each client’s account. Recognizing the significance of timely compliance with legal and regulatory obligations, our Company has undertaken corrective actions to prevent any recurrence of such delays. Specifically, we have assigned clear responsibility to relevant personnels, providing them with access to all necessary information and resources to ensure that statutory payments are made within the stipulated deadlines. Additionally, we have strengthened our internal processes to monitor and track due dates for all statutory obligations. While these delays in the payment of statutory dues have not materially impacted our business or financial condition during the financial years 2022-23, 2023-24, 2024-25 and for the period ended September 30, 2025, we acknowledge that any future delays may pose risks. We cannot guarantee that similar issues will not arise in the future. Should any delays occur going forward, they may result in penalties, interest charges, or other regulatory actions, which could adversely affect our business operations, financial condition, profitability, and cash flow. 19. Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures may adversely affect our cash flows, business results of operations and financial condition. Our project operations are subject to environmental, health and safety and other regulatory and/ or statutory requirements in the jurisdictions in which we operate. Construction activities in India are subject to various health and safety laws and regulations as well as laws and regulations governing their relationship with their respective employees in areas such as minimum wages, maximum working hours, overtime, working conditions, hiring and terminating employees, contract labour and work permits. Accidents, in particular fatalities, may have an adverse impact on our reputation and may result in fines and/or investigations by public authorities as well as litigation from injured workers or their dependents. Non-compliance with these laws and regulations, which among other things, limit or prohibit emissions or spills of toxic substances produced in connection with our operations, could expose us to civil penalties, criminal sanctions and revocation of key business licenses. As a consequence of unanticipated regulatory or other developments, future environmental and regulatory related expenditures may vary substantially from those currently anticipated. While, non-compliances with laws relating to environmental, health and safety have not occurred in the past, however, we cannot assure you that our costs of complying with current and future regulations will not adversely affect our business, results of operations or financial condition. In addition, we could incur substantial costs, our products could be restricted from entering certain markets, and we could face other sanctions, if we were to violate or become liable under the health and safety laws and regulations. Our potential exposure includes fines and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. For further details, please refer to “Key Regulations and Policies” and “Government and other Approvals” on pages 201 and 316, respectively, of this Red Herring Prospectus. 20. Our Company does not have sanction letters of certain secured and unsecured loans availed by our Company and by wholly owned subsidiary. Our Company has not been able to obtain Sanction Letters for certain loans availed by company and our wholly owned subsidiary, which include both secured and unsecured loans. The absence of Sanction Letters is primarily due to historical challenges in record keeping and documentation associated with these financial arrangements. Despite this, the loan related figures disclosed in the Restated Consolidated Financial Statements have been compiled based on available data, including repayment schedules and other supporting information provided by the management. For a details of the Company’s borrowings and financial liabilities, please refer to the chapter titled “Financial Indebtedness” on page 302 of this Red Herring Prospectus. 21. Our Company has applied for registration of certain trademarks in its name. Until such registrations are granted, we may not be able to prevent unauthorised use of such trademarks by third parties, which may lead to the dilution of our goodwill. Our Company has made the following applications for registering our name and logo under the Trade Mark Act, 1999: 60Date of Application No./ Current Valid Sr. No. Logo Application/ Class Trademark No. Status Upto Approval date 1. April 03, 2024 6370777 37 Objected - Our Company has filed its reply to the objection received from the authority on May 01, 2025, and the application is currently pending. Until the registration of the aforesaid trademark is granted, there remains a risk that third parties, including vendors operating in a similar line of business, may use such marks, and our ability to initiate legal proceedings to protect our intellectual property may be limited. Further, our applications for the registration of certain trademarks may be opposed by third parties, and we may have to incur significant cost in relation to these oppositions. In the event we are not able to obtain registrations due to opposition by third parties or if any injunctive or other adverse order is issued against us in respect of any of our trademarks for which we have applied for registration, we may not be able to use such trademarks and / or avail the legal protection or prevent unauthorized use of such trademarks by third parties, which may adversely affect our goodwill and business. For further details on the trademarks, registered or pending registration, please refer to the chapters titled “Our Business - Intellectual Property Rights” and “Government and Other Approvals - Intellectual property” on pages 200 and 323 respectively, of this Red Herring Prospectus. 22. Our agreements with various banks for financial arrangements contain restrictive covenants for certain activities and if we are unable to get their approval, it might restrict our scope of activities and impede our growth plans. As on September 30, 2025, our aggregate outstanding indebtedness was Rs. 1716.61 lakhs as per restated consolidation financial statements. Some of the financing arrangements entered into by our Company contain restrictive covenants and / or events of default that limit our ability to undertake certain types of transactions. We cannot assure you that we will be able to comply with these financial or other covenants. Any failure to comply with these requirements or other conditions or covenants under our financing agreements that is not waived by our lenders or is not otherwise rectified by us, may require us to repay the borrowing in whole or part and may include other related costs. Our Company may be forced to sell some or all of its assets or limit our operations. Further, the banks may change the extant banking policies or increase the interest rates/levy penal interest for non-compliances, if any. This may adversely affect our ability to conduct our business and impair our future growth plans. For further information of outstanding indebtedness, see the chapter titled “Financial Indebtedness” on page 302 of this Red Herring Prospectus. 23. We have provided corporate guarantees in relation to a loan obtained by our wholly owned Subsidiary and any default by our wholly owned Subsidiary may result in invocation of the parent guarantee. We have extended corporate guarantees as security in relation to a loan facility of Rs. 500 lakhs availed by our Wholly Owned Subsidiary, SPIPL, from State Bank of India. In the event of any default by SPIPL in meeting its repayment obligations, the lender may invoke the corporate guarantee issued by our Company. Such invocation may result in a financial liability on us, adversely affecting our financial condition, cash flows, and profitability. Further, any invocation of the guarantee may also adversely affect our creditworthiness and our ability to raise additional financing in the future. 24. Our Promoter and a member of our Promoter Group have extended personal guarantees with respect to loan facilities availed by our Company. Further, our Promoter has provided his property as collateral security for loan facilities availed by our Company. Revocation of any or all of these personal guarantees or withdrawal of such property may adversely affect our business operations and financial condition. Our Promoters, Ramakanta Pradhan and Srinibas Pradhan, have extended personal guarantees in favour of certain banks with respect to the loan facilities availed by our Company from them. The details of the personal guarantees extended have been provided below: 61(Rs. in lakhs) Amount outstanding Nature of Sr. No. Name of Lender Name of the Promoter as at September 30, facility 2025 1. Ramakanta Pradhan, State Bank of India Term Loan 93.12 Srinibas Pradhan Further, our Promoter, Srinibas Pradhan has provided his property as collateral security for the term loan facility availed by our Company from State Bank of India. In the event any of these guarantees are revoked or the properties provided as collateral security are withdrawn, our lenders may require us to furnish alternate guarantees or an additional security or may demand a repayment of the outstanding amounts under the said facilities sanctioned or may even terminate the facilities sanctioned to us. There can be no assurance that our Company will be able to arrange such alternative guarantees or provide an alternate collateral security in a timely manner or at all. If our lenders enforce these restrictive covenants or exercise their options under the relevant debt financing agreements, our operations and use of assets may be significantly hampered and lenders may demand the payment of the entire outstanding amount and this in turn may also affect our further borrowing abilities thereby adversely affecting our business and operations. For further details, please refer to the chapter titled ― “Financial Indebtedness” on page 302 of this Red Herring Prospectus. 25. We may be unable to pre-qualify to bid on certain larger construction projects on our own, and if we are unable to forge alliances with third parties, we may be precluded from bidding for those large construction projects, which could have an adverse effect on our growth prospects. We enter into contracts through a competitive bidding process or on negotiated rate basis. In selecting contractors for major projects, clients generally limit the tender to contractors they have pre-qualified based on several criteria, including experience, technical ability, past performance, reputation for quality, safety record, financial strength and the size of previous contracts executed in similar projects with them or otherwise. Additionally, while these are important considerations, price is a major factor in most tender awards and in negotiated contracts and our business is subject to intense price competition. Our ability to bid for and win such large-scale contracts depends on demonstrating experience with similar projects and having robust technical capabilities to manage complex turnkey projects. If we are not able to qualify in our own right to bid for certain projects, we may seek to partner and collaborate with other companies in bids for such projects, either through memoranda of understanding or joint venture agreements, in order to fulfil capital, technical, or other requirements necessary for bidding or contract execution. 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 certain larger scale projects. If we are unable to establish effective alliances to meet pre-qualification standards, we risk missing out on significant bidding opportunities, which could negatively impact our growth prospects. Additionally, fluctuations in market demand, changes in client requirements, and evolving industry standards could further challenge our competitive positioning and project acquisition strategies. 26. Any delays in the schedule of implementation of our proposed objects could have an adverse impact on our business, financial condition and results of operations. We propose to utilize our Net Proceeds for (i) funding working capital requirements of our Company; (ii) Repayment of loan availed by company. For further information, please see “Objects of the Offer” on page 111. We are subject to risks associated with delays in the schedule of implementation of our proposed objects. These include risks on account of market conditions, delay in procuring and operationalizing assets or necessary licenses and approvals, competition, price fluctuations, interest rate fluctuations and other external factors. In the event we are unable to adhere to our proposed schedule of implementation of our objects, we may be subject to cost escalations which in-turn could have a material adverse impact on our business, financial condition and results of operations. 6227. Our operations are subject to accidents and other risks and could expose us to material liabilities, loss in revenues and increased expenses. Our business operations are subject to operating risks, including fatal accidents, mishaps failure of equipment, power supply, labour disputes, natural disasters or other force majeure conditions which are beyond our control. For instance, there has been an instance in the past wherein, a daily wage worker, met with an accident with a tipper and died of grievous injuries suffered during the accident, as the driver was driving the tipper in a rash and a negligent manner and case was filed against Promoter, Srinibas Pradhan and the insurer The New India Assurance Co. Ltd., u/s 166 of the Motor Vehicles Act, 1988 in the Court of District & Sessions Judge Cum 1st M.A.C.T. Jharsuguda, under MA.C. No. 57 of 2020. For further details, please refer to “Outstanding Litigation and Material Developments – Litigation against our Promoter - Criminal Litigations” on page 311. The occurrence of any of these factors could significantly affect our results of operations and financial condition. Although we take precautions to minimize the risk of any significant operational problems at our operation sites, there can be no assurance that we will not face such disruptions in the future. During the construction and maintenance period, we may be exposed to various risks which we may not be able to foresee or may not have adequate insurance coverage. Our insurance coverage may not be adequate to cover such loss or damage to life and property, and any consequential losses arising due to such events will affect our operations and financial condition. Further, in addition to the above, any such fatal accident or incident causing damage or loss to life and property, even if we are fully insured or held not to be liable, could negatively affect our reputation, thereby making it more difficult for us to conduct our business operations effectively, and could significantly affect our Order Book, availability of insurance coverage in the future and our results of operations. 28. Our contingent liabilities could materially and adversely affect our business, results of operations and financial condition. Our Restated Consolidated Financial Information disclosed the following contingent liabilities for the periods indicated: (Amount in Lakhs) S. September As at March 31, Particulars No. 30, 2025 2025 2024 2023 Claims against the Company not acknowledged as Debt 1. Outstanding Bank Guarantees 319.94 324.46 - - Claim received but not acknowledged by the 2. - - - Company - TDS & Income tax demand 0.19 - GST demand 14.92 Total 335.04 - - - For detailed information on the Contingent Liabilities on our Company, please refer “Restated Consolidated Financial Statements– Annexure – XII- Contingent Liabilities and Commitments” beginning on page 277. Most of the liabilities have been incurred in the normal course of business. If any of these contingent liabilities were to fully materialize or materialize at a level higher than we expect, or if at all we are compelled to pay all or a material proportion of these contingent liabilities, it may materially and adversely impact our business, results of operations and financial condition. Further, we cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. 29. Our Promoters and members of Promoter Group hold Equity Shares and have interests in our performance in addition to their normal remuneration or benefits and reimbursement of expenses incurred. Our Promoters and members of our Promoter Group may be regarded as having an interest in our Company other than reimbursement of expenses incurred and normal remuneration or benefits. Our Promoter and members of our Promoter Group may also be deemed to be interested to the extent of Equity Shares held by as well as to the extent of any dividends, bonuses, or other distributions on such Equity Shares. Further, our Company has entered into Service Order 63dated May 01, 2024 for Hiring Vehicles with entities forming part of our Promoter Group, namely, M/s. Maa Mohini Green Solution and M/s Ramakanta Pradhan, whereby our Company has taken equipment / machines, including Pichu Plant, Tractor, Hyva, Water Tanker, Concrete Mixture, etc. on lease. For further details, see “Capital Structure”, “Our Management – Interests of Directors”, “Our Promoter and Promoter Group – Interest of our Promoter” and “Restated Consolidated Financial Statements – Notes to Restated Consolidated Financial Statements – Annexure IX – Related Party Transactions” on pages 95, 225, 237 and 275 of this Red Herring Prospectus, respectively. We cannot assure you that our Promoter and members of our Promoter Group, will exercise their rights as shareholders to the benefit and best interest of our Company. 30. Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability. Our operations may be subject to risks such as fire, accidents and natural disasters. We maintain customary insurance policies for our Company, including fire and allied perils for the inventory and buildings, contractors all risks insurance, contractors’ plant and machinery insurance, employee’s compensation insurance policy, and vehicle insurance. For further details, please see “Our Business – Insurance” on page 191. Whilst we believe that we maintain adequate insurance coverage amounts for our business and operations, our insurance policies are subject to exclusions and deductibles, and may not provide adequate coverage or cover all risks. If any or all of our equipment is damaged in whole or in part, or if there is a loss of life of our employees, our operations may get interrupted, totally or partially, for a temporary period. Additionally, our Company does not maintain cybercrime insurance. We also do not maintain key-man insurance for any of our key personnel and loss of the services of such key personnel may have an adverse effect on our business, financial condition and results of operations. There can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that our insurance policies will be adequate to cover the losses incurred. Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain business risks such as the occurrence of an event that causes losses in excess of limits specified under the relevant policy or losses arising from events not covered by the insurance policies and insurance policies that we procure may not be adequate to cover all the risks associated with our business. Additionally, there may be various other risks and losses for which we are not insured because such risks are either uninsurable or not insurable on commercially acceptable terms. Our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at an acceptable cost or at all. To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which is not covered by insurance or exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, cash flows and financial condition may be adversely affected. 31. We require working capital for our smooth day-to-day operations of business and any discontinuance or our inability to acquire adequate working capital timely and on favourable terms may have an adverse effect on our operations, profitability and growth prospects. Our business operations are heavily dependent on the adequate and timely availability of working capital. Over the last three fiscal years, we have observed fluctuations in our working capital requirements due to variations in our operational scale, procurement cycles, and market conditions. Any discontinuance, delay, or inability to secure sufficient working capital, whether due to inadequate cash flows, delays in disbursement of arranged funds, or unfavorable borrowing terms, could adversely impact our ability to meet day-to-day operational needs. This, in turn, may hinder our operational efficiency, profitability, and growth prospects. To date, we have successfully met our working capital requirements through internal accruals. As we plan to expand our business operations, the demand for working capital is expected to increase correspondingly. If we fail to maintain adequate cash flow, secure necessary credit facilities, or arrange for other sources of funding in a timely and favorable manner, our financial condition and operational results may be negatively impacted. For more detailed information regarding our working capital requirements, please refer to the chapter titled “Objects of the Offer” beginning on page no. 111 of this Red Herring Prospectus. 6432. Potential Legal and Accounting Risks Due to Loans Remaining in the Name of Promoter Post Business Transfer Certain loans acquired under the Business Transfer Agreement (“BTA”) are still recorded in the name of Srinibas Pradhan, proprietorship, whereas the corresponding liabilities are reflected in the name of Srinibas Pradhan Infra Private Limited (“SPIPL”), a wholly-owned subsidiary of our Company, in the Restated Consolidated Financial Statements. While the business and operational assets, including certain loan facilities, were transferred to SPIPL under the BTA, the legal title to some of these loan agreements continues to remain with Srinibas Pradhan, Proprietorship. The Company is in the process of updating the loan agreements to reflect the name change from Srinibas Pradhan, proprietorship to Srinibas Pradhan Infra Private Limited. However, until such changes are formally executed and accepted by the respective lenders, this misalignment between the legal ownership of loan agreements and the accounting recognition of liabilities may result in potential legal, accounting, or recovery-related complications. These include reputational risks, delays in refinancing or restructuring of such loans, challenges in enforcement or repayment, or even litigation. Furthermore, we cannot assure you that lenders, regulators, auditors, or other third parties will not raise objections or require rectifications in the future. Any such issues, if they arise, may have a material adverse effect on our reputation, financial condition, cash flows, business operations, and overall prospects. 33. Unsecured loans taken by our Company can be recalled at any time. Any unsecured loans taken by us may be recalled at any time. As on September 30, 2025 we had availed unsecured loans amounting to Rs. 88.77 Lakhs. Existing unsecured loans may be recalled at any time at the option of the lender. There can be no assurance that the lenders will not recall such borrowings or if we will be able to repay the loans advanced to us in a timely manner. In the event that any lender seeks repayment of any such loan, we would need to find alternative sources of financing, which may not be available on commercially reasonable terms. As a result, if such unsecured loans are recalled at any time, it may adversely affect our financial condition and results of operations. 34. After the completion of the Issue, our Promoters will continue to collectively hold substantial shareholding in our Company. Currently, our Promoters own an aggregate of 85.27% of our issued, subscribed and paid-up Equity Share capital. Following the completion of the Issue, our Promoters will continue to hold approximately 62.10% of our post-Issue Equity Share capital. For details of their shareholding pre and post-Issue, please see “Capital Structure” on page 95. By virtue of their shareholding, our Promoters will have the ability to exercise significant control over the outcome of the matters submitted to our shareholders for approval, including the appointment of Directors, the timing and payment of dividends, the adoption of and amendments to our Memorandum and Articles of Association, the approval of a merger or sale of substantially all of our assets and the approval of most other actions requiring the approval of our shareholders. The interests of our Promoters in their capacity as our Shareholders could be different from the interests of our other shareholders. Any such conflict may adversely affect our ability to execute our business strategy or to operate our business. 35. Our operations may include activities that could be harmful to the health of labour/worker and other risks which could expose us to material liabilities and increased expenses and negatively impact employee morale. Our operations may include activities that could be harmful to the health of labour/worker which include risks such as infections, exposition to harmful waste materials, equipment malfunctions, work accidents, fire or explosion including hazards that may cause injury and loss of life, environmental damage. We may be unable to mitigate these risks through insurance. Losses may arise from risks which are not addressed in insurance policies, or we may be unable to obtain adequate insurance against some risks on commercially reasonable terms. Workplace accidents and high accident rates may expose us to litigation, take up our management’s time and resources and materially increase our future insurance and other operating costs. Additionally, the occurrence of any of these risks may also adversely affect our operations. These liabilities and costs could have a material adverse effect on our business, results of operations and financial condition. In our track record, there have been zero incidents where workers have been harmed due to any business activity. However, there have been isolated incidents involving non-employees, such as daily wage labourers, who were harmed by company vehicles outside the workplace. This achievement underscores our commitment to safety, mitigating risks, 65and protecting the well-being of our workforce, which in turn helps us avoid significant liabilities, reduce expenses, and maintain high employee morale. 36. The directors of our company don’t have the experience of the listed company and the requirements of being a listed company may strain our resources. The Directors of the company don’t have the experience of the listed Company; however, the Promoters have the experience of the Construction Industry. We have not been subjected to the increased scrutiny of our affairs by shareholders, regulator and the public at large that is associated with being a listed company. We will be subject to the equity listing agreement with the Stock Exchange which will require us to file audited annual and half yearly reports with respect to our business and financial condition. Further, as a listed company, Directors and the Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions to support the existence of effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from business concerns, which may adversely affect our business, prospects, financial condition, and results of operations. Further, we may need to hire additional legal and accounting staff with appropriate listed company experience and technical accounting knowledge but cannot assure that we will be able to do so in a timely and efficient manner. For more information, please refer chapter titled “Our Management” beginning on page no. 218 of RHP of Company. 37. We have a large work force and our employee benefits expense is one of the components of our fixed operating costs. An increase in employee benefits expense could reduce our profitability. Further, our operations could be adversely affected by work stoppages, shortage of labour, or increased wage demands by our employees or any other kind of disputes with our employees. Our business process is manpower intensive and we are dependent on the availability of our permanent employees and the supply of a sufficient pool of workers at our factories. Unavailability or shortage of such a pool of workmen or any strikes, work stoppages, increased wage demands by workmen or changes in regulations governing hiring of labour may have an adverse impact on our cash flows and results of operations. As at January 31, 2026, our Company’s work force comprised 154 full time employees. Set out below are the details of our employee benefits expense for the financial year ended 2025, 2024 and 2023 and for the period ended September 30, 2025: (Amt in Lakhs, except No. and %) September 30, Particulars FY 2024-25 FY 2023-24 FY 2022-23 2025 Number of Employees* 253 255 149 163 Employee Benefit Expenses 193.79 313.74 240.95 109.64 Revenue from Operations 4558.70 8,968.47 3,526.94 2,634.88 % of Revenue from Operations 4.25 3.50 6.83 4.16 *No. of employee include employees of our company and Wholly owned subsidiary. Set out below are the details of attrition rate of our employees in the Fiscal 2025, Fiscal 2024 and Fiscal 2023 and for the period ended September 30, 2025: 66September 30, Year March 31, 2025 March 31, 2024 March 31, 2023 2025 Attrition rate % 9.88 7.84 9.40 0.61 Employee left during the year 25 20 14 1 Further, a shortage in the skilled employee pool or general inflationary pressures will also increase our employee costs. A significant long-term increase in our employee benefits expense could reduce our profitability, which could, amongst others, impact our growth prospects. 38. We have obtained various approvals, licenses, registration and permits for our business and failure to renew them in a timely manner may adversely affect our operations. We have obtained various approvals and license which are required for our business operation Many of these approvals are granted for fixed periods of time and need renewal from time to time. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Any failure by us to apply in time, to renew, maintain or obtain the required permits, licenses or approvals, or the cancellation, suspension, delay in issuance or revocation of any of the permits, licenses or approvals may result in the interruption of our operations and may have a material adverse effect on the business. For further details, see “Government and other Statutory Approval” on page 316 of this Red Herring Prospectus. 39. The average cost of acquisition of Equity Shares held by our Promoter could be lower than the Offer Price. Our Promoter’s average cost of acquisition of Equity Shares in our Company may be lower than the Offer Price as may be decided by the Company, in consultation with the Book Running Lead Manager. The details of the average cost of acquisition of Equity Shares held by our Promoter, as at the date of the DRHP is set out below: Sr. Number of Average cost of acquisition per Name No. Equity Shares Equity Share (in Rs) * 1. Ramakanta Pradhan 24,50,500 3.92 2. Srinibas Pradhan 27,91,473 6.09 *As certified by the Statutory Auditor in its certificate dated February 16, 2026 vide UDIN: 26521888XTDKIE7778 Note: Average cost of acquisition of equity shares of the Company held by the Promoters in respect of their shareholding in the Company is calculated as per FIFO Method. For more details regarding weighted average cost of acquisition of Equity Shares by our Promoter and buildup of Equity Shares by our Promoter in our Company, see “Capital Structure” beginning on page 95. 40. Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are eventually raised. We may require additional capital from time to time depending on our business needs. Any further issue of Equity Shares or convertible securities would dilute the shareholding of the existing Shareholders and such issuance may be done on terms and conditions, which may not be favorable to the then existing Shareholders. If such funds are raised in the form of loans or debt or preference shares, then it may substantially increase our fixed interest/dividend burden and decrease our cash flows, thus adversely affecting our business, results of operations and financial condition. 41. In addition to our existing indebtedness for our existing operations, we may incur further indebtedness during the course of business. We cannot assure that we would be able to service our existing and/ or additional indebtedness. As on September 30, 2025, our Company’s total outstanding indebtedness on consolidated basis is Rs. 1716.61 lakhs. In addition to the indebtedness for our existing operations, we may incur further indebtedness during the course of our business. We cannot assure you that we will be able to obtain further loans at favorable terms. Increased borrowings, if any, may adversely affect our debt-equity ratio and our ability to borrow at competitive rates. In addition, we cannot assure you that the budgeting of our working capital requirements for a particular year will be accurate. There may be situations where we may under-budget our working capital requirements, which may lead to delays in arranging additional working capital requirements, loss of reputation, levy of liquidated damages and can cause an adverse effect on our cash flows. 67Any failure to service our indebtedness or otherwise perform our obligations under our financing agreements entered with our lenders or which may be entered into by our Company, could trigger cross default provisions, penalties, acceleration of repayment of amounts due under such facilities which may cause an adverse effect on our business, financial condition and results of operations. For details of our indebtedness, please refer to the chapter titled ― “Financial Indebtedness” on page 302 of this Red Herring Prospectus. 42. We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer. Further, we have not identified any alternate source of financing the ‘Objects of the Offer’. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance. As on date, we have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer. We meet our capital requirements through our bank finance, unsecured loans, owned funds and internal accruals. Any shortfall in our net owned funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our capital requirements, which in turn will negatively affect our financial condition and results of operations. Further, we have not identified any alternate source of funding and hence any failure or delay on our part to raise money from this Offer or any shortfall in the Offer proceeds may delay the implementation schedule and could adversely affect our growth plans. For further details, please refer to the chapter titled “Objects of the Offer” beginning on page 111 of this Red Herring Prospectus. 43. Our Company has not paid any dividends in the past and we may not be able to pay dividends in the future. Our Company has not declared dividends for any financial year in the past and our Company may not be able to declare dividends in the future. The declaration, payment and amount of any future dividends is subject to the discretion of the Board and Shareholders, and will depend upon various factors, inter alia, our earnings, financial position, capital expenditures and availability of profits, restrictive covenants in our financing arrangements and other prevailing regulatory conditions from time to time. Any of these factors may thus restrict our ability to pay dividends in the future. If we are unable to pay dividends in the future. Realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will appreciate in value. 44. We have issued equity shares pursuant to bonus in the last 12 months and will be eligible to issue further equity shares pursuant to a bonus issue only when we have sufficient reserves. Any future bonus issue may dilute the value of the equity shares and affect investor holdings Our company has issued 15,36,849 bonus shares to the equity shareholders of the company in the proportion of 1:3 i.e. 1 new fully paid equity share for every three existing equity shares held. The Bonus has been made by free reserve and surplus as per Annual Audited Financial Statements for the year ended on the 31st March, 2025. Our free reserves immediately before the bonus issue were ₹ 1356.10 Lakhs and immediately after the bonus issue were ₹ 1202.42 Lakhs. Bonus issue shall be made only out of free reserves, securities premium account or capital redemption reserve account and built out of the genuine profits or securities premium collected in cash. Therefore, our Company will be eligible to issue further bonus shares only when we have sufficient monies in our free reserves and our securities premium account. While a bonus issue does not involve any outflow of funds from the Company, any future bonus issue may increase the number of outstanding equity shares, which may lead to dilution in earnings per share (EPS) and reduce the proportionate ownership and book value per share of existing shareholders. Further, there can be no assurance that our Company will have sufficient reserves in the future to declare any additional bonus issue. For further details of equity shares issued, please refer to the chapter titled “Capital Structure” beginning on page 95 of the Red Herring Prospectus. 6845. The deployment of funds is entirely at our discretion and as per the details mentioned in the chapter titled “Objects of the Offer”. As the Offer size shall be less than Rs. 5,000 lakhs, under Regulation 262 of the SEBI ICDR Regulations, 2018, it is not required that a monitoring agency be appointed by our Company, for overseeing the deployment and utilization of funds raised through this Offer. Therefore, the deployment of the funds towards the Objects of this Offer is entirely at the discretion of our Board of Directors and is not subject to monitoring by external independent agency. Our Board of Directors along with the Audit Committee will monitor the utilization of Offer proceeds and shall have the flexibility in applying the proceeds of this Offer. However, the management of our Company shall not have the power to alter the objects of this Offer except with the approval of the Shareholders of the Company given by way of a special resolution in a general meeting, in the manner specified in Section 27 of the Companies Act, 2013. Additionally, the dissenting shareholders being those shareholders who have not agreed to the proposal to vary the objects of this Offer, our Promoter shall provide them with an opportunity to exit at such price, and in such manner and conditions as may be specified by the SEBI, in respect to the same. For further details, please refer to the chapter titled ― “Objects of the Offer” on page 111 of this Red Herring Prospectus. EXTERNAL RISK FACTORS Risks in relation to India 46. Financial instability in other countries may cause increased volatility in Indian financial markets. Any adverse change or downgrade in ratings of India may adversely affect our business, results of operations and cash flows. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our business, our future financial performance and the prices of the Equity Shares. Any global economic developments or the perception that any of them could occur may continue to have an adverse effect on global economic conditions and the stability of global financial markets and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse effect on our business, financial condition, cash flows and results of operations and reduce the price of our Equity Shares. Any financial disruption could have an adverse effect on our business, future financial performance, shareholders’ equity and the price of our Equity Shares. 47. Changing laws, rules and regulations and legal uncertainties in India may adversely affect our business and financial performance. Our business and financial performance could be adversely affected by unfavorable changes in, or interpretations of existing laws, or the promulgation of new laws, rules and regulations applicable to us and our business. Please see “Key Regulations and Policies” on page 201. The regulatory and policy environment in which we operate is evolving and subject to change. There can be no assurance that the Government of India may not implement new regulations and policies which will require us to obtain approvals and licenses from the Government and other regulatory bodies, or impose onerous requirements, conditions, costs and expenditures on our operations. Any changes in international treaties or export technological restrictions in other countries and the related uncertainties with respect to the implementation of the any such regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may have to incur capital expenditures to comply with the requirements of any new regulations, which may also materially harm our results of operations and cash flows. Any changes to such laws may adversely affect our business, financial condition, results of operations, cash flows and prospects. 69Unfavorable 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. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future. Further, if we are affected, directly or indirectly, by the application or interpretation of any provision of such laws and regulations or any related proceedings or are required to bear any costs in order to comply with such provisions or to defend such proceedings, our business and financial performance may be adversely affected. 48. Financial difficulty and other problems in certain financial institutions in India could have a material adverse effect on our business, results of operations, cash flows and financial condition. We are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by certain Indian financial institutions whose commercial soundness may be closely related as a result of credit, trading, clearing or other relationships. This risk, which is sometimes referred to as “systemic risk”, may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with which we interact on a daily basis. Any such difficulties or instability of the Indian financial system in general could create an adverse market perception about Indian financial institutions and banks and adversely affect our business. 49. Our business is affected by economic, political and other prevailing conditions in India. We are incorporated in India, and our operations are solely in India. As a result, our results of operations and cash flows are significantly affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations and cash flows, may include: • any increase in interest rates or inflation; • any exchange rate fluctuations; • any scarcity of credit or other financing, resulting in an adverse impact on economic conditions and scarcity of financing for our expansions; • prevailing income conditions among consumers and corporates; • changes in tax, trade, fiscal or monetary policies; • political instability, terrorism or military conflict in the region or globally, including in various neighboring countries; • occurrence of natural or man-made disasters; • prevailing regional or global economic conditions, including in the relevant country’s principal export markets; • epidemic, pandemic or any other public health in India or in countries in the region or globally, including in India’s various neighboring countries; • any downgrading of the Government’s debt rating by a domestic or international rating agency; • instability in financial markets; • other significant regulatory or economic developments in or affecting India or the emerging markets; • logistical and communications challenges. 50. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect our financial statements for the current and future years, which may have a material adverse effect on our financial position, business, results of operations and cash flows. Any change in tax laws including upward revision to the currently applicable normal corporate tax rate of 22% under section115BAA along with applicable surcharge of 10% and cess of 4%, could increase our overall tax burden. In relation to the applicable law on indirect taxation, the Government of India has notified a comprehensive national GST regime that combines taxes and levies by the central and state governments into one unified rate of interest with effect from July 1, 2017. 70The Finance Act, 2025, received Presidential assent on March 29, 2025, and came into force on April 01, 2025, implementing the financial proposals for FY 2025-26. We are unable, at this stage, to determine with certainty how these changes will specifically impact our business, operations, or industry, or whether they will have a material adverse effect on our financial condition, cash flows and results of operations. We cannot predict whether additional tax laws or regulations affecting our products or operations will be enacted in the future, or assess the nature, timing, or impact of any such changes. Prospective investors are advised to consult their own tax advisors regarding the tax implications of investing in Equity Shares. 51. Financial instability in other countries may cause increased volatility in Indian financial markets. The Indian market and the Indian economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia. Financial turmoil in Asia, U.S., Russia and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our business, our future financial performance and the trading price of the Equity Shares. The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market corrections in recent years. In particular, sub-prime mortgage loans in the United States have experienced increased rates of delinquency, foreclosure and loss. Since September 2008, liquidity and credit concerns and volatility in the global credit and financial markets increased significantly with the bankruptcy or acquisition of, and government assistance extended to, several major U.S. financial institutions. Developments in the Eurozone have exacerbated the ongoing global economic crisis. Large budget deficits and rising public debts in Europe have triggered sovereign debt finance crises that resulted in the bailouts of European economies and elevated the risk of government debt defaults, forcing governments to undertake aggressive budget cuts and austerity measures, in turn underscoring the risk of global economic and financial market volatility. Financial markets and the supply of credit could continue to be negatively impacted by ongoing concerns surrounding the sovereign debts and/or fiscal deficits of several countries in Europe, the possibility of further downgrades of, or defaults on, sovereign debt, concerns about a slowdown in growth in certain economies and uncertainties regarding the stability and overall standing of the European Monetary Union. Following the United Kingdom’s exit from the European Union (“Brexit”), there remains significant uncertainty around the terms of their future relationship with the European Union and, more generally, as to the impact of Brexit on the general economic conditions in the United Kingdom and the European Union and any consequential impact on global financial markets. Trade tensions between the U.S. and major trading partners, most notably China, continue to escalate following the introduction of a series of tariff measures in both countries. Although China is the primary target of U.S. trade measures, value chain linkages mean that other emerging markets, primarily in Asia, may also be impacted. China’s policy response to these trade measures also presents a degree of uncertainty. There is some evidence of China’s monetary policy easing and the potential for greater fiscal spending, which could worsen existing imbalances in its economy. This could undermine efforts to address already high debt levels and increase medium-term risks. In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the two countries. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including India, implemented a number of policy measures designed to add stability to the financial markets. However, the overall long-term effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. Any significant financial disruption could have a material adverse effect on our business, financial condition, cash flows and results of operation. These and other related factors such as concerns over recession, inflation or deflation, energy costs, geopolitical issues, slowdown in economic growth in China and Renminbi devaluation, commodity prices and the availability and cost of 71credit have had a significant impact on the global credit and financial markets as a whole, including reduced liquidity, greater volatility, widening of credit spreads and a lack of price transparency in the United States, Europe and the global credit and financial markets. A lack of clarity over the process for managing the exit and uncertainties surrounding the economic impact could lead to a further slowdown and instability in financial markets. This and any prolonged financial crisis may have an adverse impact on the Indian economy, and in turn on our business. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in the Indian financial markets and indirectly in the Indian economy in general. Any worldwide financial instability could influence the Indian economy. In response to such developments, legislators and financial regulators in the United States, Europe and other jurisdictions, including India, have implemented several policy measures designed to add stability to the financial markets. In addition, any increase in interest rates by the United States Federal Reserve will lead to an increase in the borrowing costs in the United States, which may in turn impact global borrowing as well. Furthermore, in several parts of the world, there are signs of increasing retreat from globalization of goods, services and people, as pressure for the introduction of a protectionist regime is building and such developments could adversely affect Indian exports. However, the overall impact of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current adverse conditions in the global credit markets continue or if there is any significant financial disruption, this could have an adverse effect on our business, future financial performance and the trading price of the Equity Shares. 52. The occurrence of natural or man-made disasters 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 or epidemic 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 neighboring 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. 53. Any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders’ approval. Our Company intends to use the Net Proceeds towards funding of working capital requirements and repayment of part of secured loan. Our Board will have flexibility in temporarily investing the Net Proceeds as well as its inter se allocation across various heads, as disclosed in the section titled “Objects of the Offer” on page 111. In case of any exigencies arising out of business conditions, economic conditions, competition or other factors beyond our control which adversely affect our business, we may require to use the Net Proceeds to meet any other expenditure or fund which expenditure cannot be determined with certainty as on the date of this Red Herring Prospectus. In terms of Section 27 of the Companies Act, 2013, we cannot undertake any variation in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in the Red Herring Prospectus without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances requiring us to undertake variation in the utilisation of the Net Proceeds disclosed in the Red Herring Prospectus, we cannot assure that we will be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or operations. Further, our Promoters would be required to provide an exit opportunity to the shareholders who do not agree with our proposal to change the objects of the Offer. Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting shareholders may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the 72Promoters of our Company will have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price prescribed by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized proceeds of the Fresh Issue, if any, or vary the terms of any contract referred to in the Red Herring Prospectus, even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial condition by re-deploying the unutilised portion of Net Proceeds, if any, which may adversely affect our business and results of operations. 54. Foreign investors are subject to foreign investment restrictions under Indian law. Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the Price of shares is not in compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection or a tax clearance certificate from the income tax authority. We cannot assure you that any required approval from the RBI or any other Government agency can be obtained on any particular terms or at all. 55. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing. Any adverse revisions to India’s credit ratings international debt by international rating agencies may adversely affect our ability to raise additional overseas financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of our Equity Shares. Risks in relation to the Offer 56. 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 Offer Price may not be indicative of the market price of the Equity Shares after the Offer. Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Offer Price of the Equity Shares is proposed to be determined through a book-building process and may not be indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in 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. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at all. There has been significant volatility in the Indian stock markets in the recent past, and our Equity Share price could fluctuate significantly because of market volatility. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their investment. 57. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the current market price of some securities listed pursuant to certain previous issues managed by the BRLM is below their respective Offer prices. The determination of the Price Band is based on various factors and assumptions and will be determined by our Company in consultation with the BRLM. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in consultation with the BRLM through the Book Building Process. These will be based on numerous 73factors, including factors as described under “Basis for Offer Price” beginning on page 127 and may not be indicative of the market price for the Equity Shares after the Offer. In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings managed by the BRLM is below their respective Offer price. The factors that could affect the market price of the Equity Shares include, among others, broad market trends, financial performance and results of our Company post- listing, and other factors beyond our control. We cannot assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded after listing. 58. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Individual Bidders are not permitted to withdraw their Bids after Bid/Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date. While our Company is required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within three Working Days from the Bid/Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operation, cash flows 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. 59. There is no guarantee that our Equity Shares will be listed on NSE in a timely manner or at all. In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued of SEBI, our Equity Shares are required to be listed on NSE within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares. 60. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages before the issuance of any new equity shares, unless the preemptive rights have been waived by adoption of a special resolution. However, if the laws of the jurisdiction the investors are located in do not permit them to exercise their pre-emptive rights without our filing an offering document or registration statement with the applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value the custodian receives on the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise pre- emptive rights granted in respect of the Equity Shares held by them, their proportional interest in us would be reduced. 7461. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our Company may dilute your shareholding and sales of the Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares. Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’ shareholdings in us. Any disposal of Equity Shares by our major 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 adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of the Equity Shares. 62. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions. Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian company than as a shareholder of an entity in another jurisdiction. 63. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for more than 12 months will be subject to long term capital gains in India at the specified rates depending on certain factors, such as whether the sale is undertaken on or off the stock exchanges, the quantum of gains and any available treaty exemption. Accordingly, you may be subject to payment of long-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 than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares may be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident under DTAA. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. If the DTAA permits India to tax the capital gains, India can tax it as per its domestic law. The taxation of Capital Gains is based on the kind of asset sold. Additionally, pursuant to the Finance Act, 2020, dividend distribution tax (“DDT”) is not required to be payable in respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident. Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller. Additionally, in terms of the Finance Act, 2018, which has been notified on March 29, 2018 with effect from April 1, 2018, the tax payable by an resident assessee on the capital gains arising from transfer of long term capital asset (introduced as section 112A of the Income Tax Act, 1961) shall be calculated on such long-term capital gains at the rate of 10%, where the long-term capital gains exceed ₹100,000, subject to certain exceptions in case of a resident individuals and HUF. 75Earlier, the Finance Act, 2019 has made various amendments in the taxation laws and has also clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. These amendments were notified on December 10, 2019 and have come into effect from July 1, 2020. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 76SECTION IV – INTRODUCTION TO THE ISSUE THE OFFER The following table summarizes the Offer details: - Particulars Details of Equity Shares Issue of up to 20,73,600 Equity Shares of face value of Rs. 10/- each Offer of Equity shares by our Company (1) aggregating up to Rs. [●] Lakhs Offer Consists of: Up to 17,13,600 equity shares of face value of Rs 10/- each at a price of Fresh Issue (2) Rs. [●], per equity share each aggregating to Rs [●] Lakhs. 3,60,000 equity shares of face value of Rs 10/- each at a price of Rs. [●] Offer for Sale (3) per equity share each aggregating to Rs. [●] Lakhs. Which Comprises of: 1,04,400 Equity Shares of face value of Rs. 10/- each fully paid up of Market Maker Reservation Portion the Company for cash at price of Rs. [●] /- per Equity Share aggregating to Rs. [●] Lakhs. Up to 19,69,200 Equity Shares of face value of Rs.10/- each fully paid Net Offer to the Public (4)(5) up of the Company for cash at price of Rs. [●]/- per Equity Share aggregating to Rs. [●] Lakhs. Of Which: Not more than 19,200 Equity Shares of face value of Rs.10/- each A) QIB Portion (6) aggregating up to Rs. [●] Lakhs of which: Anchor Investor Portion Nil Net QIB Portion (assuming Anchor Investor Up to 19,200 Equity Shares of face value of Rs.10/- each Portion is fully subscribed) of which: Mutual Fund Portion ( More than 5% of the 3,600 Equity Shares of face value of Rs.10/- each Net QIB Portion) Balance for all QIBs including Mutual Up to 15,600 Equity Shares of face value of Rs.10/- each Funds Not less than 9,75,600 Equity Shares Equity Shares of face value of B) Non-Institutional Portion Rs.10/- each aggregating up to Rs. [●] Lakhs of which: One-Third of the portion available to Non- Institutional Investors shall be reserved for applicants with application size of more than Up to 3,25,200 Equity Shares of face value of Rs.10/- each two lots and up to such lots equivalent to not more than Rs. 10 lakhs; Two-Third of the portion available to Non- Institutional Investors shall be reserved for Up to 6,50,400 Equity Shares of face value of Rs.10/- each applicants with application size of more than Rs. 10 lakhs C) Individual Investors Portion who Not less than 9,74,400 Equity Shares of face value of Rs.10/- each applies for minimum application size aggregating up to Rs. [●] Lakhs Pre and Post Offer Equity Shares: Equity Shares outstanding prior to the Offer 61,47,397 Equity Shares of face value of Rs. 10/- each as on the date of the RHP Equity Shares outstanding after the Offer* 78,60,997 Equity Shares of face value of Rs. 10/- each 77See chapter titled “Objects of the Offer” beginning on page 111 for Utilization of Net Proceeds information about the use of Proceeds from the Offer. *(1) Assuming Full Allotment (2) Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon determination of offer price. (1) The Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This Offer is being made by our company in terms of Regulation of 229 (1) of SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post-offer paid up equity share capital of our company are being offered to the public for subscription. (2) The Offer has been authorized by the Board of Directors vide a resolution passed at their meeting held on August 23, 2025 and by the Shareholder of our Company, vide a special resolution passed pursuant to the Companies Act, 2013 at the Extra Ordinary General Meeting held on August 25, 2025. (3) The Offer for Sale has been authorized by the Selling Shareholders, as detailed below: Name of Selling Shareholders Date of the Consent Letter No. of Equity Shares Offered Srinibas Pradhan August 26, 2025 1,80,000 Ramakanta Pradhan August 26, 2025 1,80,000 The Selling Shareholders have confirmed that the Equity Shares proposed to be offered and sold in the Offer are eligible in terms of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in securities market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The Selling Shareholders have also severally confirmed that they are the legal and beneficial owners of the Equity Shares being offered by them under the Offer for Sale. (4) The SEBI (ICDR) Regulations permit the offer of securities to the public through the Book Building Process, which states that, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation on a proportionate basis to Individual Bidders and not more than 50% of the Net Offer shall be allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Offer Price. Accordingly, we have allocated the Net Offer i.e. not more than 50% of the Net Offer to QIB and not less than 35% of the Net Offer shall be available for allocation to Individual Investors and not less than 15% of the Net Offer shall be available for allocation to non-institutional bidders. Further, (a) 1/3rd of the portion available to NIBs shall be reserved for applicants with an application size of more than two lots and up to such lots equivalent to not more than Rs. 10 lakhs and (b) 2/3rd of the portion available to NIBs shall be reserved for applicants with an application size of more than Rs. 10 lakhs. Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), could be allocated to applicants in the other sub-category of NIBs. The allocation to each NIB shall not be less than the minimum NIB Application Size, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, was available for allocation on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. (5) 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 Book Running Lead Manager and the Designated Stock Exchange subject to applicable law. (6) Our Company may, in consultation with the Book Running Lead Manager, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the 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 QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allotment in the 78Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details, please refer section titled “Offer Procedure” beginning on page 352 of this Red Herring Prospectus. In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received at or above the Offer Price. Allocation to investors in all categories, except the Individual Investor Portion, shall be made on a proportionate basis subject to valid bids received at or above the Offer Price. The allocation to each Individual Investor shall not be less than the minimum Bid Lot, and subject to availability of Equity Shares in the Individual Investor Portion, the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 79SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED (All amounts in ₹ lakhs, unless otherwise stated) As at 30th Annexure As at 31st As at 31st As at 31st Particulars September, No. March, 2025 March, 2024 March, 2023 2025 Equity & Liabilities 1. Shareholders Fund a) Share Capital I.1 614.74 436.09 414.38 9.38 I.1 414.38 9.38 b) Reserves and Surplus I.2 1,586.55 1,154.64 357.18 257.29 Total Shareholder's Fund 2,201.29 1,590.73 771.56 266.67 2. Non-Current Liabilities a) Long Term Borrowings I.3 135.03 402.41 134.63 5.77 b) Deferred Tax Liability I.4 - 2.62 - - c) Other Non-Current Liabilities I.5 38.49 - - - d) Long Term Provisions I.6 10.97 8.60 4.25 1.11 Total Non-Current Liabilities 184.49 413.63 138.88 6.88 3. Current Liabilities a) Short Term Borrowings I.3 1,581.58 1,323.08 52.96 - b) Trade Payables I.7 i.) total outstanding dues of micro - - - - enterprises and small enterprises ii.) total outstanding dues other 1,307.78 1,701.22 761.13 259.33 than micro and small c) Other Current Liabilities I.8 287.59 454.03 306.36 116.75 enterprises d) Short Term Provisions I.9 103.78 93.03 51.90 0.00 Total Current Liabilities 3,281.09 3,571.36 1,172.35 376.08 Total Equity & Liability 5,666.87 5,575.72 2,082.79 649.63 4. Non-Current Assets a) Property, Plant and Equipment and I.10 I.10 Inta-n Pgriobplee rAtys,s Petlsa nt and Equipment 1,080.66 1,183.55 292.09 73.44 292.10 73.43 - Intangible Assets - - - - - Goodwill on consolidation - - - - Total 1,080.66 1,183.55 292.09 73.44 b) Non- current Investment I.11 - - 176.24 - c) Deferred Tax Assets (Net) I.4 4.24 - 1.91 0.50 d) Long Term Loans and Advances I.12 27.89 26.76 137.85 0.90 e) Other Non - current Assets I.13 60.36 60.36 60.16 60.16 Total Non-Current Assets 1,173.15 1,270.67 668.25 135.00 5. Current assets a) Current Investments - - - b) Inventories I.14 676.51 836.90 454.99 103.29 c) Trade Receivables I.15 3,065.39 3,001.95 653.77 387.92 d) Cash and bank balances I.16 159.09 112.22 11.70 8.03 e) Short Term Loans and advances I.17 442.68 212.23 251.77 15.39 f) Other Current Assets I.18 150.05 141.75 42.31 - 80Total Current Assets 4,493.72 4,305.05 1,414.54 514.63 Total Assets 5,666.87 5,575.72 2,082.79 649.63 Note: The above statement should be read with the significant accounting policies and notes on consolidated financial statements appearing in annexure IV & V respectively. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK. 81CONSOLIDATED STATEMENT OF PROFIT & LOSS, AS RESTATED (All amounts in ₹ lakhs, unless otherwise stated) As at 30th Annexure As at 31st As at 31st As at 31st Particulars September, No. March, 2025 March, 2024 March, 2023 2025 I Revenue from Operations II.1 4,558.70 8,968.47 3,526.94 2,634.88 II Other Income II.2 4.26 4.11 0.11 0.13 III Total Income (I+II) 4,562.96 8,972.58 3,527.05 2,635.01 IV Expenditure (a) Construction and Operating II.3 3,205.92 7,107.38 3,003.39 2,367.19 II.3 E(bx)p eCnhsaensg e in Inventories II.4 329.39 71,3160.79.93 8 (351.70) (76.43) (c) Employee Benefit Expenses II.5 193.79 313.74 240.95 109.64 (d) Financial Charges II.7 97.67 154.39 24.22 4.13 (e) Depreciation and amortization I.10 114.19 269.84 56.80 13.16 e (xf)p e Onsthe e r Expenses II.6 65.70 109.77 78.61 19.39 V. Total Expenses 4,006.66 8,092.11 3,052.27 2,437.08 V. Profit Before Exceptional Items 556.30 880.47 474.78 197.93 aVnId TEaxxceeps t(iIoInI-aIlV It)e ms - Prior period - - - - iVteImI Ps rofit Before Tax (V-VI) 556.30 880.47 474.78 197.93 VIII Share in Profit/(loss) of - - 1.91 - aIXss oPcrioaftiets B efore Tax (XII-XIII) 556.30 880.47 476.69 197.93 X Tax Expenses II.8 Current tax 152.29 238.33 123.21 50.68 Current tax for earlier year - - - - Deferred tax charge/ (benefit) (6.86) (16.48) (1.41) (0.92) Total tax Expenses 145.43 221.85 121.80 49.76 Net Profit/(Loss) for the year (XIV- 410.87 658.62 354.89 148.17 XBaVs)i c and Diluted Equity Per Share 6.89 11.33 64.25 93.13 Note: The above statement should be read with the significant accounting policies and notes on consolidated financial statements appearing in annexure IV & V respectively. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK. 82CONSOLIDATED STATEMENT OF CASH FLOW, AS RESTATED (All amounts in ₹ lakhs, unless otherwise stated) As at 30th As at 31st As at 31st As at 31st PARTICULARS September, March, March, 2024 March, 2023 2025 2025 A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax as per Profit & Loss A/c 556.30 880.47 476.69 197.93 Adjusted for : a. Depreciation 114.19 269.84 56.80 13.16 b. Interest Expenses & Finance Cost 69.02 130.15 17.95 - c. Share in (profit)/loss of associates - - (1.91) - d. Gratuity expenses 2.36 4.37 3.15 1.11 e. Interest Income (3.13) (2.15) (0.11) (0.13) f. Consolidation adjustment - (761.77) - - 738.74 Operating profit before working capital changes 520.91 552.57 212.07 Adjusted for: a. Decrease /(Increase) in Inventories 160.39 (381.91) (351.70) (68.78) b. Decrease / ( Increase ) in Trade Receivable (63.44) (2,348.18) (265.86) (177.00) c. Decrease / ( Increase ) in Short Term Loans and (230.45) 39.53 (236.38) (12.36) Advances d. Decrease / ( Increase ) in Other Assets (8.29) (99.64) (42.31) 8.37 e. Increase / ( Decrease ) in Trade Payables (393.44) 940.09 501.80 28.69 f. Increase / ( Decrease ) in Other current Liabilities (119.97) 147.66 189.63 20.38 Cash generated from operations Net Income Tax (Paid)/Refund (141.54) (197.22) (71.32) (50.68) Net Cash Generated/(Used) From Operating (58.00) (1,378.76) 276.43 (39.31) Activities (A) B. CASH FLOW FROM INVESTING ACTIVITES a. (Purchase) Sale of Fixed Assets including capital (18.92) (55.90) (276.21) (41.25) advance b. Investment made in shares - - (174.33) - c. (Investment) / Receipts of Long-Term Loans and (1.13) (26.76) - - Advances d. Investment in fixed deposits 4.41 (92.94) (2.70) - e. Advance against investment in shares - - (136.20) - f. Interest & Other Income 3.13 2.15 0.11 0.13 Net Cash Generated/(Used) From Investing (12.51) (173.45) (589.33) (41.12) Activities (B) C. CASH FLOW FROM FINANCING ACTIVITES a. Interest & Finance Cost (69.02) (130.15) (17.95) - b. Proceeds from issues of equity shares 199.68 152.04 150.00 - c. Proceeds of long-term borrowings (131.50) 655.54 136.77 75.47 d. (Repayments) of long-term borrowings (135.87) (387.77) (7.91) - 83e. (Repayments) / proceeds of short-term borrowings 258.50 1,270.13 52.96 - Net Cash Generated/(Used) From Financing 121.79 1,559.79 313.87 75.47 Activities (C) Net Increase / (Decrease) in cash and cash 51.28 7.58 0.97 (4.96) equivalents Cash and cash equivalents at the beginning of the 16.58 9.00 8.03 12.99 year Cash and cash equivalents at the end of the year 67.86 16.58 9.00 8.03 Cash and Cash Equivalents comprises of: Cash in hand 19.13 8.60 4.26 6.25 Balances with Bank: - Balance With Bank (in Current Accounts) 1.93 7.98 4.74 1.78 'Balance in deposit accounts with original maturity of 46.80 - - - less than 3 months 67.86 16.58 9.00 8.03 Notes: 1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow Statement'. Previous year's figures have been regrouped / rearranged / recasted wherever necessary to make them comparable with those of current year. 2. The above statement should be read with the significant accounting policies and notes on consolidated financial statements appearing in Annexure IV & V respectively. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 84GENERAL INFORMATION Our Company was incorporated as “Srinibas Pradhan Constructions Private Limited” a private limited company in Orissa, India under the provisions of the Companies Act, 2013, pursuant to certificate of incorporation dated September 25, 2020 issued by the Central Registration Centre. Upon the conversion of our Company into a public limited company, pursuant to a resolution passed by our Board on December 02, 2023 and by our Shareholders on December 27, 2023, the name of our Company was changed to “Srinibas Pradhan Constructions Limited” and a fresh certificate of incorporation dated February 09, 2024 was issued by the Registrar of Companies, Cuttack. The registered office of our company is situated at Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217. For details of Incorporation, Change of Name and Registered Office of our Company, see the chapter titled “Our History and Certain Other Corporate Matters” beginning on page 214 of this Red Herring Prospectus. REGISTERED OFFICE OF OUR COMPANY Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar RS, Jharsuguda, Belpahar, Orissa, India, 768217 Email: info@srinibaspradhan.in Website: www.srinibaspradhan.com Corporate Identification Number: U45201OR2020PLC034275 Registration Number: 034275 REGISTRAR OF COMPANIES Our Company is registered with the RoC which is situated at the following address: Registrar of Companies, Cuttack Corporate Bhawan, 2nd & 3rd Floor, Plot No. 9 (P), Sector: 1, CDA, Cuttack, Odisha: 753014 Email: roc.cuttack@mca.gov.in Website: www.mca.gov.in DESIGNATED STOCK EXCHANGE NSE Limited (EMERGE Platform of NSE Limited) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051, India. Website: www.nseindia.com BOARD OF DIRECTORS OF OUR COMPANY Our Board comprises the following Directors, as on the date of filing of this Red Herring Prospectus: Name Designation DIN Address Chairman & Whole- Chhualiberna, Belpahad, Belpahar, Jharsuguda, Ramakanta Pradhan 08894068 Time Director Odisha- 768218, India Chhualiberna, Belpahad, Belpahar Rs, Srinibas Pradhan Managing Director 03597468 Jharsuguda, Odisha- 768217, India Non- Executive Ward 12, Chhualiberna, Belpahad, Belpahar Rs, Jyotshna Pradhan 10539331 Director Jharsuguda, Odisha- 768217, India Plot No. 4704/5004, Adimata Colony, Non-Executive & Biranchi Narayan Hota 10560271 Mancheswar Railway Colony, Bhubaneswar, Independent Director Khorda, Odisha- 751017, India Non-Executive & House No. B-1555, Shastri Nagar, Ashok Vihar, Ayushi Sharma 10576765 Independent Director Dist. North West Delhi, Delhi- 110052, India 10610762 Non-Executive & Gumadera, Near Muncipality, Belpahar, Prithiwiraj Singdeo Independent Director Jharsuguda, Odisha – 768218, India 85For further details of our Directors, please refer to the chapter titled “Our Management” beginning on page 218 of this Red Herring Prospectus. COMPANY SECRETARY AND COMPLIANCE OFFICER Surbhi Agrawal Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar RS, Jharsuguda, Belpahar, Orissa, India, 768217 Tel: +91 6645 251105 Email: cs@srinibaspradhan.com INVESTOR GRIEVANCE Bidders may contact our Company Secretary and Compliance Officer and/ or the Registrar to the Offer and/or Book Running Lead Manager 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 or unblocking of ASBA Account, etc. For all the Offer related queries and for redressal of complaints, bidders may also write to the Book Running Lead Manager: All grievances in relation to the application through ASBA process may be addressed to the Registrar to the Offer, with a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving details such as the full name of the sole or First Applicant, ASBA Form number, Applicants DP ID, Client ID, PAN, number of Equity Shares applied for, date of submission of ASBA Form, address of Bidder, the name and address of the relevant Designated Intermediary, where the ASBA Form was submitted by the Bidder, ASBA Account number in which the amount equivalent to the Bid Amount was blocked and UPI ID used by the Individual Investors. Further, the Bidder shall enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information mentioned hereinabove. All grievances relating to the Anchor Investors may be addressed to the Registrar to the offer, giving full details such as name of the sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the relevant BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. For all offer related queries and for redressal of complaints, investors may also write to the BRLM. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediaries in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. CHIEF FINANCIAL OFFICER Durga Dutta Tripathy Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar RS, Jharsuguda, Belpahar, Orissa, India, 768217 Tel: +91 6645 251105 Email: cfo@srinibaspradhan.com STATUTORY AND PEER REVIEW AUDITOR Kapish Jain & Associates, Chartered Accountants B-504, Statesman House, 148, Barakhamba Road, New Delhi – 110001, India Tel: +91 11-43708987 E-mail: amit@cakja.com Contact Person: CA Amit Kumar Madheshia Firm Registration No.: 022743N Peer Review Certificate No.: 017639 86Membership No.: 521888 M/s Kapish Jain & Associates, Chartered Accountants holds a peer review certificate issued on August 01, 2024, by Institute of Chartered Accountants of India. LEGAL ADVISOR TO THE OFFER Chambers of Banth & Thukral, Advocates & Solicitors 701, 7th Floor, Prakashdeep Building, 7, Tolstoy Marg, New Delhi – 110001 Tel: +91 9891602513 E-mail: legal@cbtlawoffices.com Contact Person: Mr. Aman Thukral BANKER TO THE COMPANY State Bank of India SBI SME Station Square Branch, 1st Floor, SBI Main Branch Building, Collectorate Road, OMP Line, Jharsuguda, Odisha, India – 768204 Tel: +91 9437071624 E-mail: sbi.10923@sbi.co.in Website: www.sbi.co.in Contact Person: Shri Ritik Sen BOOK RUNNING LEAD MANAGER Novus Capital Advisors Private Limited (Formerly known as Fast Track Finsec Private Limited) Office No. V-116, 1st Floor, New Delhi House, 27, Barakhambha Road, New Delhi – 110001 Tel: +91-11-43029809 Contact Person: Ms. Sakshi Email: mb@novuscaps.com Investor Grievance ID: investor@novuscaps.com Website: www.novuscaps.com SEBI Registration No.: INM000012500 REGISTRAR TO THE OFFER Maashitla Securities Private Limited 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi-110034 Tel: 011-47581432 Contact Person: Mr. Mukul Agrawal Email: investor.ipo@maashitla.com Investor Grievance ID: investor.ipo@maashitla.com Website: www.maashitla.com SEBI Registration No.: INR000004370 BANKER TO THE OFFER / REFUND BANK / SPONSOR BANK TO THE OFFER Kotak Mahindra Bank Limited Intellion Square, 501, 5th Floor, A Wing, Infinity IT Park, Gen. A.K. Vaidya Marg, Malad – East, Mumbai 400097 Tel: 022-66056603 Fax: Nil Contact Person: Sumit Panchal Email: cmsipo@kotak.com Website: www.kotak.com SEBI Registration No.: INBI00000927 87SELF CERTIFIED SYNDICATE BANKS Self – Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than an Individual Investor using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI from time to time. SCSBs eligible as Issuer Banks and mobile applications enabled for the UPI Mechanism In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Individual Investors using the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 respectively, as updated from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Individual Investors) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as may be prescribed by SEBI from time to time. Registered Brokers Applicants can submit Application Forms in the Offer using the stock broker’s network of the Stock Exchanges, through the Registered Brokers at the Broker Centers. The list of the Registered Brokers, eligible to accept ASBA forms, including details such as postal address, telephone number, and email address, is provided on the website of the SEBI (www.sebi.gov.in) and updated from time to time. For details on Registered Brokers, please refer https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number, and e-mail address, are provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, are provided on the website of Stock Exchange. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of Application Forms from the Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, and updated from time to time. INTER-SE ALLOCATION OF RESPONSIBILITIES Novus Capital Advisors Private Limited (Formerly known as Fast Track Finsec Private Limited) is the sole Book Running Lead Manager to this Offer and all the responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by them and hence a statement of inter-se allocation of responsibilities is not required. 88CREDIT RATING As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer. IPO GRADING Since the offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no requirement of appointing an IPO Grading agency registered with SEBI. 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 are proposed to be utilized have been financially appraised by any banks or financial institution. MONITORING AGENCY As per regulation 262(1) of the SEBI ICDR Regulations, 2018, the requirement of Monitoring Agency is mandatory if the Offer size (excluding the size of offer for sale by selling shareholders) exceeds Rs. 5,000 Lakhs. Since the Offer size (excluding the size of offer for sale by selling shareholders) is less than Rs. 5,000 Lakhs, our Company is not required to appoint any monitoring agency for this Offer. However, as per Section 177 of the Companies Act, 2013, the Audit Committee of our Company, will be monitoring the utilization of the proceeds of the Offer and our company shall submit a certificate of the statutory auditor pursuant to Regulation 262(5) of the SEBI ICDR Regulations, 2018 for utilization of money raised through the public offer (excluding the size of offer for sale by selling shareholders) to Designated Stock Exchange while filing the quarterly financial results, till the offer proceeds are fully utilized. Further, in accordance with Regulation 262(6) of the SEBI ICDR Regulations, 2018, since one of the objects of the offer is to raise funds to meet our working capital requirements which exceeds Rs. 500 Lakhs, therefore our Company shall submit a certificate of the statutory auditor to the Designated Stock Exchange while filing the quarterly financial results, for use of funds as working capital in the same format as disclosed in the Red Herring Prospectus, till the proceeds raised for the said object are fully utilized. For details in relation to the proposed utilization of the proceeds of the Offer, see the chapter titled “Objects of the Offer” on page 111 of this Red Herring Prospectus. FILING OF THIS OFFER DOCUMENTS The Red Herring Prospectus is being filed with EMERGE Platform of NSE Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051, India. In terms of Regulation 246(2) of SEBI (ICDR), 2018, SEBI shall not issue any observation on the Red Herring Prospectus. Pursuant to Regulation 246(1), a copy of the Red Herring Prospectus and Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in at the time of filling with the Registrar of Companies. Further, in light of the SEBI notification dated March 27, 2020, our company will submit a copy of Red Herring Prospectus and Prospectus to the email id: cfddil@sebi.gov.in, in terms of Regulations 246(5) of SEBI ICDR Regulations. A copy of the Red Herring Prospectus along with the material documents and contract required to be filed under Section 32 of the Companies Act, 2013 will be filed with the Registrar of Companies, Cuttack, situated at Corporate Bhawan, 3rd Floor, Plot No. 9 (P), Sector: 1, CDA, Cuttack : 753014, India and a copy of Prospectus shall be filed under Section 26 of the Companies Act, 2013 to Registrar of Companies, Cuttack. BOOK BUILDING PROCESS Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Investors on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band, shall be decided by our Company in consultation with the Book Running Lead Manager and shall be advertised in all editions of Business Standard the English all India circulation daily newspaper and all editions of Business Standard, the Hindi all India circulation daily newspaper and Cuttack editions of Pratidin, the regional newspaper (Oriya being the regional language of Orissa, where our Registered Office is situated), respectively, at least two Working Days prior to the 89Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price shall be determined by our Company in consultation with the Book Running Lead Manager after the Bid/Offer Closing Date. Principal parties involved in the Book Building Process are: • Our Company; • The Book Running Lead Manager in this case being Novus Capital Advisors Private Limited (Formerly known as Fast Track Finsec Private Limited). • The Banker to the Offer; • The Sponsor Bank(s); • The Registrar to the Offer and; • The Designated Intermediaries The Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company may in consultation with the BRLM allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor Investor Portion”), out of which one third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the 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 Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Individual investors, who applies for minimum application size, in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. In an issue made through book building process, the allocation in the non- institutional investors’ category shall be as follows: (a) one third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs (b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ₹10 lakhs: All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the ASBA process by providing the details of their respective ASBA Accounts in which the corresponding Bid Amount will be blocked by the SCSBs and Sponsor Bank, as the case may be. Individual Bidders may participate through the ASBA process by either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or, (b) through the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were 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. Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their Bids until the Bid/Offer Closing Date. Except for allocation to Individual Bidders, allocation in the offer to be made on proportionate basis. For further details, see the chapters titled “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on page 339, 348 and 352 respectively. The Book Building Process is in accordance with guidelines, rules, and regulations prescribed by SEBI. Bidders are advised to make their own judgment about an investment through this process prior to submitting a Bid. Bidders should note that the 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. Illustration of Book Building Process and the Price Discovery Process For an illustration of the Book Building Process and the price discovery process, see the chapter titled “Offer Procedure” beginning on page 352. 90UNDERWRITER Our Company and Book Running Lead Manager to the Offer hereby confirm that the Offer is 100% Underwritten. Pursuant to the terms of the Underwriting Agreement dated February 06, 2026 entered into by our Company and the Underwriter, the obligations of the Underwriter are subject to certain conditions specified therein. The details of the Underwriting commitments are as under: (Amount in Lakhs) Indicative Number % of the Total Amount Name and Address of the Underwriter of Equity shares to Offer Size Underwritten be Underwritten Underwritten Novus Capital Advisors Private Limited (Fast Track Finsec Private Limited) Address: V-116, First Floor, New Delhi House, 27, Barakhamba Road, New Delhi-110001 Tel No.: +91-11-43029809 Up to 20,73,600 [●]* 100 Email: mb@novuscaps.com equity shares Website: www.novuscaps.com Contact Person: Ms. Sakshi SEBI Registration No.: INM000012500 Total Up to 20,73,600 [●] 100 *Includes up to 1,04,400 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker in order to ensure compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, 2018, as amended. In the opinion of the Board of Directors of the Company, the resources of the above-mentioned underwriter are sufficient to enable them to discharge their respective underwriting obligations in full. CHANGES IN AUDITORS Except as disclosed below, there has been no change in the statutory auditors of our Company during the three years immediately preceding the date of this Red Herring Prospectus: Particulars Date of Change Reason for Change M/s. Kapish Jain & Associates May 18, 2024 Appointment due to casual Address: 504, B-wing Statesman vacancy * House, 148, Barakhamba Road, New Delhi, 110001 Tel: +91-11-40508780 Email: amit@cakja.com Firm Registration Number: 022743N Peer Review Number: 017639 M/s S.K. Sarawgi & Co. March 27, 2024 Cessation due to Pre-occupation Address: Marwari Para, Near Ram with other assignments. Mandir, P.O./ Dist. Jharsuguda- 768201 (Odisha) Tel: 06645-273862 Email: casanjaysarawgi@gmail.com Firm Registration Number: 323987E *M/s Kapish Jain & Associates has been reappointed as Statutory Auditors of the Company at Annual General Meeting held on July 30, 2024 for a period of 5 years from April 01, 2024 till March 31, 2029. 91EXPERT OPINION Our Company has received written consent dated September 02, 2025, from Kapish Jain & Associates, Chartered Accountants, our Statutory Auditor, who holds 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 Red Herring Prospectus, and as an “expert”, as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i) examination report dated February 16, 2026 relating to the Restated Consolidated Financial Information, and (ii) the statement of special tax benefits dated February 16, 2026 included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus. Our Company has received written consent dated August 26, 2025 from Sushant Aggarwal Chartered Engineer bearing firm registration number IBBI/RV/02/2019/10541, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and referred to as an “expert”, as defined under Section 2(38) of the Companies Act, 2013 in respect of the certificates issued by them in their capacity as an independent chartered engineer to our Company. Such consent has not been withdrawn as on the date of this 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. GREEN SHOE OPTION No green shoe option is contemplated under the Offer. DETAILS OF THE MARKET MAKING ARRANGEMENT Our Company and the Book Running Lead Manager have entered into a Tripartite Agreement dated February 06, 2026 with the following Market Maker, duly registered with NSE Limited to fulfill the obligations of Market Making: Rikhav Securities Limited B 501/502, O2 commercial building, Asha Nagar, Mulund (W), Mumbai-400080 Tel: 022-69078200/300 Fax: -NA Email: info@rikhav.net Website: www.rikhav.net Contact Person: Mr. Hitesh H Lakhani SEBI Registration No.: INZ000157737 Rikhav Securities Limited, registered with Emerge Platform of National Stock Exchange of India Limited (NSE- EMERGE) will act as the market maker and has agreed to receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for a period as may be notified by amendment to SEBI (ICDR) Regulations, 2018. Following is a summary of the key details pertaining to the Market Making arrangement: 1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored by the Stock Exchange. The Spread (difference between the sell and buy quote) shall not be more than 10% or as specified by the Stock Exchange. Further, the Market Maker(s) shall inform the Exchange in advance for each and every black out period when the quotes are not being offered by the Market Maker(s). 2. The Prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other particulars as specified or as per the requirements of EMERGE Platform of NSE and SEBI from time to time. 3. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of value less than Rs. 1,00,000/- shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he sells his entire holding in that scrip in one lot along with a declaration to the effect to the selling broker. Based on the IPO price of Rs. [●]/- per share the minimum lot size is [●] Equity Shares thus minimum depth of the quote shall be Rs. [●]/- until the same, would be revised by EMERGE Platform of NSE. 924. After a period of three (3) months from the market making period, the market maker would be exempted to provide quote if the Shares of market maker in our Company reaches to 25 % of Offer Size (including the [●] Equity Shares out to be allotted under this Offer). Any Equity Shares allotted to Market Maker under this Offer over and above 25% Equity Shares would not be taken in to consideration of computing the threshold of 25% of Offer Size. As soon as the Shares of market maker in our Company reduce to 24% of Offer Size, the market maker will resume providing 2-way quotes. 5. There shall be no exemption/threshold on downside. However, in the event the market maker exhausts his inventory through market making process, EMERGE Platform of NSE may intimate the same to SEBI after due verification. 6. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by him. 7. There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete with other Market Makers for better quotes to the investors. 8. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call auction. The securities of the company will be placed in SPOS and would remain in Trade for Trade settlement for 10 days from the date of listing of Equity share on the Stock Exchange. 9. The Market maker may also be present in the opening call auction, but there is no obligation on him to do so. 10. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the market – for instance due to system problems, any other problems. All controllable reasons require prior approval from the Exchange, while force – majeure will be applicable for non – controllable reasons. The decision of the Exchange for deciding controllable and non – controllable reasons would be final. 11. The Market Maker(s) shall have the right to terminate said arrangement by giving a one months’ notice or on mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s) and execute a fresh arrangement. In case of termination of the above-mentioned Market Making agreement prior to the completion of the compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager to arrange for another Market Maker in replacement during the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018, as amended. Further our Company and the Book Running Lead Manager reserve the right to appoint other Market Makers either as a replacement of the current Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed five or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market Making Agreement is available for inspection at our office from 10.00 a.m. to 5.00 p.m. on working days. 12. Risk containment measures and monitoring for Market Makers: Emerge Platform of NSE will have all margins which are applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any other margins as deemed necessary from time-to-time. 13. Punitive Action in case of default by Market Makers: The Exchange will monitor the obligations on a real time basis and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making activities/ trading membership. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/ fines/ suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time. 14. Price Band and Spreads: The price band shall be 20% and the market maker spread (difference between the sell and the buy quote) shall be within 10% or as intimated by Exchange from time to time. 9315. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market makers during market making process has been made applicable, based on the Offer size and as follows: Buy quote exemption threshold Re-Entry threshold for buy quote Offer Size (including mandatory initial (including mandatory initial inventory of 5% of the Offer Size) inventory of 5% of the Offer Size) Up to Rs. 20 Crore 25% 24% Rs. 20 to Rs. 50 Crore 20% 19% Rs. 50 Crore to Rs. 80 Crore 15% 14% Above Rs. 80 Crore 12% 11% 16. The SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for Offer size up to Rs. 250 crores, the applicable price bands for the first day shall be: • In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of the equilibrium price. • In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5% of the Offer price. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The following spread will be applicable on the SME Exchange Platform. S. No. Market Price Slab (in Rs.) Proposed Spread (in % to Sale Price) 1. Up to 50 9 2. 50 to 75 8 3. 75 to 100 6 4. Above 100 5 All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 94CAPITAL STRUCTURE The share capital of our Company as on the date of this Red Herring Prospectus before and after the offer is set forth below: (Rs. In Lakhs except share data) Aggregate Value Sr. No Particulars Face Value Offer Price* A AUTHORISED SHARE CAPITAL 1,00,00,000 Equity Shares of face value of Rs. 10 each 1000.00 - B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL PRIOR TO THE ISSUE 61,47,397 fully paid-up Equity Shares of face value of Rs. 10 each 614.74 - C PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS Offer of up to 20,73,600 Equity Shares having face value of Rs. 10 207.36 [●] each at a price of Rs. [●] per Equity Share Which comprises of: Fresh Issue of up to 17,13,600 Equity Shares (1) 171.36 [●] Offer for Sale of up to 3,60,000 Equity Shares (2) 36.00 [●] Reservation for Market Maker Portion 1,04,400 Equity Shares of face value of Rs.10 each at a price of 10.44 [●] Rs. [●] per Equity Share reserved as Market Maker Portion. Net Offer to Public Net Offer to Public of up to 19,69,200 Equity Shares of face value 196.92 [●] of Rs. 10 each at a price of Rs. [●] per Equity Share to the Public. Of which: At least 9,74,400 Equity Shares of face value of Rs.10 each aggregating up to Rs. [●] lakhs will be available for allocation to 97.44 [●] Individual Investors who applies for minimum application size. At least 9,75,600 Equity Shares of face value of Rs.10 each aggregating up to Rs. [●] lakhs will be available for allocation to 97.56 [●] Non-Institutional Investors Not more than 19,200 Equity Shares of face value of Rs.10 each aggregating up to Rs. [●] lakhs will be available for allocation to 1.92 [●] Qualified Institutional Buyers D ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL AFTER THE OFFER Up to 78,60,997 Equity Shares of face value of Rs. 10 each 786.10 E SECURITIES PREMIUM ACCOUNT Before the Offer 151.36 After the Offer [●] * To be updated upon the finalization of the Offer Price. (1) The present Offer has been authorized by the Board of Directors of the Company vide a resolution passed at its meeting held on August 23, 2025 and by the shareholders of our Company vide a Special Resolution passed under Section 62 (1)(c) of the Companies Act, 2013 at the Extraordinary General Meeting held on August 25, 2025. 95(2) The Offer for Sale has been authorized by the Selling Shareholders, as detailed below: Name of Selling Shareholders Date of the Consent Letter No. of Equity Shares Offered Srinibas Pradhan August 26, 2025 1,80,000 Ramakanta Pradhan August 26, 2025 1,80,000 The Selling Shareholders have confirmed that the Equity Shares proposed to be offered and sold in the Offer are eligible in term of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in securities market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The Selling Shareholders have also severally confirmed that they are the legal and beneficial owners of the Equity Shares being offered by them under the Offer for Sale. The number of shares in the Issue has been adjusted according to lot size of [●] Equity Shares. The issuer company is in compliance with the Companies Act, 2013 with respect to issuance of securities since inception till the date of filing of Red Herring Prospectus Classes of Shares Our Company has only one class of share capital i.e. Equity Shares of face value of Rs.10/- each only. All Equity Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Red Herring Prospectus. NOTES TO THE CAPITAL STRUCTURE 1. History of change in authorized Equity Share capital of Our Company a) The Initial Authorized Share Capital of the Company was Rs. 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) Equity Shares of face value of Rs. 10/- each. b) The Authorized Share Capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 10,00,000 (Ten Lakh) Equity shares of face value of Rs. 10/- each was increased to Rs. 7,00,00,000/- (Rupees Seven Crore only) consisting of 70,00,000 (Seventy Lakhs) Equity Shares of face value of Rs. 10/- each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on December 27, 2023. c) The Authorized Share Capital of Rs. 7,00,00,000/- (Rupees Seven Crore only) consisting of 70,00,000 (Seventy Lakh) Equity shares of face value of Rs. 10/- each was increased to Rs. 10,00,00,000/- (Rupees Ten Crore only) consisting of 1,00,00,000 (One Crore) Equity Shares of face value of Rs. 10/- each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on June 02, 2025. 2. Equity Share Capital History: No. of Cumulative Date of Face Issue Nature of Nature of Cumulative Shares Paid-up Allotment Value Price Allotment Consideration No. of Shares Allotted Capital On Subscription to Incorporatio 30,000 10 10 Cash 30,000 3,00,000 MOA (1) n Allotment in December lieu of 63,750 10 160 Other than Cash 93,750 9,37,500 31, 2022 conversion of loan (2) March 16, Rights 15,00,000 10 10 Cash 15,93,750 1,59,37,500 2024 Issue(3) 96March 21, Bonus 25,49,998 10 - Other than Cash 41,43,748 4,14,37,480 2024 Issue(4) April 05, Preferential 2,17,200 10 70 Cash 43,60,948 4,36,09,480 2024 Allotment(5) Preferential July 11, 2025 2,49,600 10 80 Cash 46,10,548 4,61,05,480 Allotment(6) Bonus July 24, 2025 15,36,849 10 - Other than Cash 61,47,397 6,14,73,970 Issue(7) (1) Initial Subscribers to the Memorandum of Association subscribed 30,000 Equity Shares each of face value of Rs. 10/- each fully paid up as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Srinibas Pradhan 10,000 2. Ramakanta Pradhan 10,000 3. Ananda Kumar Sahu 10,000 Total 30,000 (2) The Company allotted 63,750 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 150/- each against conversion of unsecured loan as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Srinibas Pradhan 23,750 2. Ramakanta Pradhan 16,875 3. Jyotshna Pradhan 3,125 4. Koushalya Pradhan 3,125 5. Aswini Pradhan 3,125 6. Durga Dutta Tripathy 3,125 7. Lambodhar Rohidas 3,125 8. Nitish Kumar Mishra 7,500 Total 63,750 (3) The Company allotted 15,00,000 Equity Shares of face value of Rs. 10/- each at par through Rights Issue as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Srinibas Pradhan 7,51,984 2. Ramakanta Pradhan 6,80,000 3. Balaji Endeavor LLP 22,672 4. Megha Jain 22,672 5. Babli Agrawal 22,672 Total 15,00,000 (4) The Company allotted 25,49,998 Equity Shares as Bonus Shares of face value of Rs. 10/- each in the ratio of 8 Equity Shares for every 5 Equity Share held as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Srinibas Pradhan 12,88,372 2. Ramakanta Pradhan 11,31,000 3. Jyotshna Pradhan 5,000 4. Koushalya Pradhan 5,000 5. Durga Dutta Tripathy 5,000 6. Balaji Endeavor LLP 38,542 7. Megha Jain 38,542 97Sr. No. Name of Person No. of Shares Allotted 8. Babli Agrawal 38,542 Total 25,49,998 Note: The aforementioned Bonus allotment has been made by free Reserve & Surplus as per Annual Audited Financial Statements for the year ended on the March 31, 2023. Our free Reserve & Surplus immediately before the bonus issue were Rs. 257.29 Lakhs and immediately after the bonus issue were Rs. 357.18 Lakhs. (5) The Company allotted 2,17,200 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 60/- each through Preferential Allotment as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Jaydev Mandal 50,400 2. AWA Endeavor LLP 28,800 3. Unlisted Assets Private Limited 28,800 4. Tanu Jain 7,200 5. Suman Goyal 8,400 6. Vipin Chamaria 14,400 7. Prashant Kandoi 14,400 8. Megha Tayal 28,800 9. Sahil Goyal 14,400 10. Nitin Arora 7,200 11. Deepak Goyal 14,400 Total 2,17,200 (6) The Company allotted 2,49,600 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 70/- each through Preferential Allotment as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Bitchief Endeavor LLP 1,17,600 2. Shannon Advisors Private Limited 1,04,400 3. Shiv Bhagwan Aggarwal 13,200 4. Praduman Bansal 9,600 5. Shubham Sethi 4,800 Total 2,49,600 (7) The Company allotted 15,36,983 Equity Shares as Bonus Shares of face value of Rs. 10/- each in the ratio of 1 Equity Shares for every 3 Equity Share held as per the details given below: Sr. No. Name of Person No. of Shares Allotted 1. Divine Comex Enterprises Private Limited 9,600 2. Ramakanta Pradhan 6,12,625 3. Srinibas Pradhan 6,97,868 4. Babli Agrawal 20,877 5. Jaydev Mandal 800 6. Kanav Gupta 4,800 7. Megha Jain 18,477 8. Prashant Kandoi 4,800 9. Sanjay Dhir 2,000 10. Tanu Jain 2,400 11. Dhiraj Kumar 4,000 12. Jai Prakash Sharma 2,000 13. Nitin Arora 2,400 14. Pranav Mehta 2,000 98Sr. No. Name of Person No. of Shares Allotted 15. Sandeep Kumar Mishra 2,000 16. Suman Goyal 2,800 17. Vinay Kumar Pareek 3,200 18. Vipin Chamaria 4,800 19. Deepak Goyal 4,800 20. Dependra Pundir 2,000 21. Prasant Kar 2,000 22. Sachin Kumar 4,800 23. Durga Dutta Tripathy 8,125 24. Awa Endeavor LLP 9,600 25. Balaji Endeavor LLP 18,477 26. L.C. Rajwani Catalyst LLP 6,400 27. Bitchief Endeavor LLP 39,200 28. Shannon Advisors Private Limited 34,800 29. Shiv Bhagwan Aggarwal 4,400 30. Praduman Bansal 3,200 31. Shubham Sethi 1,600 Total 15,36,849 * The aforementioned Bonus allotment has been made by free Reserve & Surplus as per Annual Audited Financial Statements for the year ended on the March 31, 2025. Our free Reserve & Surplus immediately before the bonus issue were Rs.1356.10 Lakhs and immediately after the bonus issue were Rs. 1202.42 Lakhs. 3. Issue of Equity Shares for consideration other than cash Number Face Issue Nature of No. of Date of Reasons for of Equity value Price Considerati Allottees Shares allotment allotment Shares (Rs.) (Rs.) on Allotted Srinibas Pradhan 23,750 Conversion Ramakanta Pradhan 16,875 of Jyotshna Pradhan 3,125 December Other than Unsecured Koushalya Pradhan 3,125 63,750 10 160 31, 2022 cash Loan to Aswini Pradhan 3,125 Equity Durga Dutta Tripathy 3,125 Shares Lambodhar Rohidas 3,125 Nitish Kumar Mishra 7,500 Total 63,750 Srinibas Pradhan 12,88,372 Ramakanta Pradhan 11,31,000 Bonus issue Jyotshna Pradhan 5,000 March 21, Other than of Equity Koushalya Pradhan 5,000 25,49,998 10 Nil 2024 cash Shares in the Durga Dutta Tripathy 5,000 ratio of 8:5 Balaji Endeavor LLP 38,542 Megha Jain 38,542 Babli Agrawal 38,542 Total 25,49,998 99Number Face Issue Nature of No. of Date of Reasons for of Equity value Price Considerati Allottees Shares allotment allotment Shares (Rs.) (Rs.) on Allotted Divine Comex Enterprises Private Limited 9,600 Ramakanta Pradhan 6,12,625 Srinibas Pradhan 6,97,868 Babli Agrawal 20,877 Jaydev Mandal 800 Kanav Gupta 4,800 Megha Jain 18,477 Prashant Kandoi 4,800 Sanjay Dhir 2,000 Tanu Jain 2,400 Dhiraj Kumar 4,000 Jai Prakash Sharma 2,000 Nitin Arora 2,400 Pranav Mehta 2,000 Bonus issue Sandeep Kumar Mishra 2,000 July 24, Other than of Equity 15,36,849 10 Nil Suman Goyal 2,800 2025 cash Shares in the Vinay Kumar Pareek 3,200 ratio of 1:3 Vipin Chamaria 4,800 Deepak Goyal 4,800 Dependra Pundir 2,000 Prasant Kar 2,000 Sachin Kumar 4,800 Durga Dutta Tripathy 8,125 Awa Endeavor LLP 9,600 Balaji Endeavor LLP 18,477 L.C. Rajwani Catalyst LLP 6,400 Bitchief Endeavor LLP 39,200 Shannon Advisors Private Limited 34,800 Shiv Bhagwan Aggarwal 4,400 Praduman Bansal 3,200 Shubham Sethi 1,600 Total 15,36,849 4. We have not issued any Equity Shares out of revaluation reserves or in terms of any scheme approved under Sections 391- 394 of the Companies Act 1956 and/or Sections 230-234 of the Companies Act, 2013. 5. Our Company doesn’t have any Employee stock option scheme (hereinafter called as “ESOP”)/ Employee Stock purchase scheme (hereinafter called as “ESPS”)/ Stock Appreciation Rights Scheme (hereinafter called as “SARs”) for our employees and we do not intent to allot any shares to our employees under ESOP and ESPS from the proposed offer. As and when options are granted to our employees under the ESOP scheme, our company shall comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 6. As on date of this Red Herring Prospectus, our Company has 31 shareholders . 7. We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by capitalizing any revaluation reserves. 1008. Our Company has not issued any equity shares lower than the Offer Price during the preceding 1 (one) year except as stated below: Number Face Issue Nature of No. of Date of Reasons for of Equity value Price Considerati Allottees Shares allotment allotment Shares (Rs.) (Rs.) on Allotted Divine Comex Enterprises 9,600 Private Limited Ramakanta Pradhan 6,12,625 Srinibas Pradhan 6,97,868 Babli Agrawal 20,877 Jaydev Mandal 800 Kanav Gupta 4,800 Megha Jain 18,477 Prashant Kandoi 4,800 Sanjay Dhir 2,000 Tanu Jain 2,400 Dhiraj Kumar 4,000 Jai Prakash Sharma 2,000 Nitin Arora 2,400 Pranav Mehta 2,000 Sandeep Kumar Mishra 2,000 July 24, Other than 15,36,849 10 Nil Bonus Issue Suman Goyal 2,800 2025 Cash Vinay Kumar Pareek 3,200 Vipin Chamaria 4,800 Deepak Goyal 4,800 Dependra Pundir 2,000 Prasant Kar 2,000 Sachin Kumar 4,800 Durga Dutta Tripathy 8,125 Awa Endeavor LLP 9,600 Balaji Endeavor LLP 18,477 L.C. Rajwani Catalyst LLP 6,400 Bitchief Endeavor LLP 39,200 Shannon Advisors Private 34,800 Limited Shiv Bhagwan Aggarwal 4,400 Praduman Bansal 3,200 Shubham Sethi 1,600 Total 15,36,849 Bitchief Endeavor LLP 1,17,600 Shannon Advisors Private 1,04,400 Preferential Limited July 11, 2025 2,49,600 10 80 Cash Allotment Shiv Bhagwan Aggarwal 13,200 Praduman Bansal 9,600 Shubham Sethi 4,800 Total 2,49,600 1011. Bitchief Endeavor LLP 1,17,600 2. Shannon Advisors Private Limited 1,04,400 3. Shiv Bhagwan Aggarwal 13,200 4. Praduman Bansal 9,600 5. Shubham Sethi 4,800 Total 2,49,600 9. Details of shareholding of promoters: A. Ramakanta Pradhan Face Issue / Date of No. of value Pre-offer Post- offer No. of % of Acquisition / Nature of Allotment/ Equity per sharehold shareholdi Shares Shares Transfer Transactions Transfer Shares Share ing % ng % Pledged Pledged price (Rs.) (Rs.) Subscription On Incorporation 10,000 10 10 0.16 [●] 0 0.00 to MOA Allotment in December 31, lieu of 16,875 10 160 0.27 [●] 0 0.00 2022 conversion of loan March 16, 6,80,000 10 10 Rights Issue 11.06 [●] 0 0.00 2024 March 21, 11,31,000 10 Nil Bonus Issue 18.40 [●] 0 0.00 2024 July 24, 2025 6,12,625 10 Nil Bonus Issue 9.97 [●] 0 0.00 Total 24,50,500 39.86 [●] B. Srinibas Pradhan Face Issue / Date of No. of value Pre-offer Post- offer No. of % of Acquisition Nature of Allotment/ Equity per shareholding shareholding Shares Shares / Transfer Transactions Transfer Shares Share % % Pledged Pledged- price (Rs.) (Rs.) Subscription On Incorporation 10,000 10 10 0.16 [●] 0 0.00 to MOA Allotment in December 31, lieu of 23,750 10 160 0.39 [●] 0 0.00 2022 conversion of loan Transfer January 25, 2024 9,998 10 286.10 from Ananda 0.16 [●] 0 0.00 Kumar Sahu Transfer from January 25, 2024 2,000 10 286.10 0.03 [●] 0 0.00 Lambodhar Rohidas Transfer January 25, 2024 7,501 10 286.10 0.12 [●] 0 0.00 from Nitish 102Kumar Mishra March 16, 7,51,984 10 10 Rights Issue 12.23 [●] 0 0.00 2024 March 21, 12,88,372 10 Nil Bonus Issue 20.96 [●] 0 0.00 2024 July 24, 2025 6,97,868 10 Nil Bonus Issue 11.35 [●] 0 0.00 Total 27,91,473 45.41 [●] C. Ms. Jyotshna Pradhan Face Issue / Date of No. of value Pre-offer Post- offer No. of % of Acquisition / Nature of Allotment/ Equity per sharehold shareholdi Shares Shares Transfer Transactions Transfer Shares Share ing % ng % Pledged Pledged price (Rs.) (Rs.) Allotment in December 31, lieu of 3,125 10 160 0.05 0 0 0.00 2022 conversion of loan March 21, 5,000 10 Nil Bonus Issue 0.08 0 0 0.00 2024 Transfer to May 21, 2024 (8,125) 10 70 Durga Dutta (0.13) 0 0 0.00 Tripathy Total 0 0 0 10. Our Promoter Group, Directors and their immediate relatives have not purchased/sold Equity Shares of the Company during last 6 months. 11. Our Promoters have confirmed to the Company and the Book Running Lead Manager that the Equity Shares held by our Promoters have been financed from their personal funds or their internal accruals, as the case may be, and no loans or financial assistance from any bank or financial institution has been availed by him for this purpose. 12. There are no financing arrangements whereby the Promoter Group, the Directors of our Company and their relatives have financed the purchase by any other person of securities of the issuer other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing offer document with the Stock Exchange. 13. Details of Promoter’ Contribution Locked-in for Three Years Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, an aggregate of 20% of the post-Issue capital held by our Promoter shall be considered as Promoters Contribution (“Minimum Promoters’ Contribution”) and locked-in for a period of three years from the date of allotment of equity shares issued pursuant to this Offer. The lock-in of the Promoters Contribution would be created as per applicable law and procedure and details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares. As on the date of this Red Herring Prospectus, our Promoters hold 52,41,973 Equity Shares constituting 66.68% of the Post – Offered, subscribed and paid-up Equity Shares Capital of our Company, which are eligible for the Promoter’ contribution. 103Date of Date when Offer / Nature of % of Post No. of Shares Face Allotment / made fully Acquisition Allotment / Offer Locked In* Value Acquisition paid up Price Acquisition Capital Srinibas Pradhan March 21, 2024 March 21, 2024 787500 10 NIL Bonus Issue 10.02 Total 787500 10.02 Ramakanta Pradhan March 21, 2024 March 21, 2024 787500 10 NIL Bonus Issue 10.02 Total 787500 10.02 Grand Total 1575000 10 20.04 The Equity Shares above that e locked-in with the Depositories are not, , ineligible for computation of Promoter’s Contribution under Regulation 237 of the SEBI ICDR Regulations. In this computation, as per Regulation 237 of the SEBI ICDR Regulations, our Company confirms that the Equity Shares locked-in do not, , consist of: • Specified securities acquired during the preceding three years, if they are acquired for consideration other than cash and revaluation of assets or capitalization of intangible assets is involved in such transaction. • Specified securities acquired during the preceding three years, resulting from a bonus issue by utilization of revaluation reserves or unrealized profits of the issuer or from bonus issue against Equity Shares which are ineligible for minimum Promoter’ contribution • specified securities acquired by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India [or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)], during the preceding one year at a price lower than the price at which specified securities are being offered to the public in the initial public offer. • Specified securities allotted to promoters during the preceding one year at a price less than the offer price, against funds brought in by them during that period, in case of an issuer formed by conversion of one or more partnership firms, where the partners of the erstwhile partnership firms are the promoters of the issuer and there is no change in the management. • Specified securities pledged with any creditor. Specific written consent has been obtained from the Promoters for inclusion of 15,75,000 Equity Shares for ensuring lock-in of three years to the extent of minimum 20.04 % of post issue Paid-up Equity Share Capital from the date of allotment in the public Offer. Details of Promoter’ Contribution Locked-in for One Year and Two Years In terms of Regulation 238(b) of the SEBI (ICDR) Regulations, 2018 and SEBI (ICDR) (Amendment) Regulations, 2025, in addition to the Minimum Promoters contribution which is locked in for three years held by the promoters, as specified above, the 50% of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of one year and remaining 50% of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of two years from the date of allotment of Equity Shares in this Offer. Details of pre-offer equity shares held by persons other than the promoters locked-in for One Year In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoters contribution as per regulation 238(a) and 238(b) of the SEBI (ICDR) Regulations, 2018, the entire pre-offer equity share held by persons other than the promoters shall be locked in for a period of one year from the date of allotment of Equity Shares in this Offer. 104Inscription or recording of non-transferability In terms of Regulation 241 of the SEBI ICDR Regulations, our Company confirms that certificates of Equity Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock – in period and in case such equity shares are dematerialized, the Company shall ensure that the lock - in is recorded by the Depository. Pledge of Locked in Equity Shares Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held by the promoters and locked-in may be pledged as a collateral security for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company, provided that: a. if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the company or its subsidiary(ies) for the purpose of financing one or more of the objects of the Offer and pledge of equity shares is one of the terms of sanction of the loan; b. if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified securities is one of the terms of sanction of the loan. Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the equity shares till the lock-in period stipulated in these regulations has expired. Transferability of Locked in Equity Shares a. Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by our Promoters, which are locked in as per Regulation 238 of the SEBI ICDR Regulations, may be transferred to and amongst our Promoters/ Promoter Group or to a new promoter or persons in control of our Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI SAST Regulations as applicable. b. Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by shareholders other than our Promoters, which are locked-in as per Regulation 239 of the SEBI ICDR Regulations, may be transferred to any other person holding shares, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with SEBI SAST Regulations as applicable. Details of Anchor Investors Lock-in As per Schedule XIII of SEBI (ICDR) Regulation, 2018, there shall be a lock-in of 90 days on 50% of the Equity Shares allotted to the Anchor Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the Anchor Investors from the date of Allotment 14. The shareholding pattern of our Company before the offer as per Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given here below: 105Summary of Shareholding Pattern as on date of this Red Herring Prospectus Col-1 Col-2 Col-3 Col-4 Col-5 Col-6 Col-7 Col-8 Col-9 Col-10 Col-11 Col-12 Col-13 Col-14 Col-15 Col-16 Col-17 Col-18 Col-19 Number of Shares Number of Voting Rights held in each class of Shareholding, Number of pledged or Shareholdin securities No. of Shares as a % Locked in shares otherwise No. of g as a % of No. of Underlying assuming full encumbered Number of Partly total no. of No. of fully shares Total Outstanding conversion of No. As a No. As a equity shares Category of Nos. of paid-up Total nos. shares shares No. of Voting Rights Category paid up equity underlying as a convertible convertible (a) % of (a) % of held in shareholder shareholders equity held (calculated shares held Depository %(A+ securities securities ( as total total dematerialized shares as per Receipts Class B+C) (including a percentage shar share form held SCRR, Class (Prefre Total Warrants) of diluted es s held 1957) (Equity) nce) share capital) held (b) (b) (I) (II) (III) (IV) (V) (VI) (VII) = (VIII) As (IX) (X) (XI)= (XII) (XIII) (XIV) (IV)+(V)+ a % of (VII)+(X) (VI) (A+B+C As a % of 2) (A+B+C2) Promoter and (A) 2 52,41,973 - - 52,41,973 85.27 52,41,973 - 52,41,973 85.27 - - 0 0 0 0 52,41,973 Promoter Group Public (B) 29 9,05,424 - - 9,05,424 14.73 9,05,424 - 9,05,424 14.73 - - 0 0 0 0 9,05,424 Shares Non- Promoter- (C) - - - - - - - - - - - - - - Non- Public Shares (C1) underlying - - - - - - - - - - - - - - - DRs Shares held by (C2) - - - - - - - - - - - - - - - Employee Trusts Total 31 61,47,397 - - 61,47,397 100 61,47,397 - 61,47,397 100 - - 0 0 0 0 61,47,397 Notes: • As on date of this Red Herring Prospectus 1 Equity share holds 1 vote. • We have only one class of Equity Shares of face value of Rs. 10/- each. • We have entered into tripartite agreement dated February 22, 2024 and March 01, 2024 with NSDL & CDSL respectively. • Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, one day prior to the listing of the Equity shares. 10615. Shareholding of our Promoters and Promoter Group The table below presents the current shareholding pattern of our Promoters and Promoter Group (individuals and companies). Pre – Offer Post – Offer % of Pre- Sr. No. Name of the Shareholder No. of Equity No. of Equity % of Post- Offer Shares Shares Offer Capital Capital (I) (II) (III) (IV) (V) (VI) Promoters 1. Ramakanta Pradhan 24,50,500 39.86 22,70,500 [●] 2. Srinibas Pradhan 27,91,473 45.41 26,11,473 [●] 3. Jyotshna Pradhan - - - - Total 52,41,973 85.27 48,81,973 [●] 16. Other details of shareholding of our Company. a) Particulars of the shareholders holding 1% or more of the paid-up share capital of our Company aggregating to 80% or more of the paid-up share capital and the number of shares held by them as on the date of filing of this Red Herring Prospectus: % of Pre-Issue paid up share Sr. No. Name of shareholder No. of Equity Shares capital 1. Ramakanta Pradhan 24,50,500 39.86 2. Srinibas Pradhan 27,91,473 45.41 3. Bitchief Endeavor LLP 1,56,800 2.55 4. Shannon Advisors Private Limited 1,46,400 2.38 5. Babli Agrawal 83,508 1.36 6. Megha Jain 73,908 1.20 7. Balaji Endeavor LLP 73,908 1.20 Total 57,76,497 93.96 b) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as on the date of the filing of this Red Herring Prospectus are entitled to any Equity Shares upon exercise of warrant, option or right to convert a debenture, loan or other instrument. c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them ten (10) days prior to the date of filing of this Red Herring Prospectus: % of Pre-Offer paid up share Sr. No. Name of shareholder No. of Equity Shares capital 1. Ramakanta Pradhan 24,50,500 39.86 2. Srinibas Pradhan 27,91,473 45.41 3. Bitchief Endeavor LLP 1,56,800 2.55 4. Shannon Advisors Private Limited 1,46,400 2.38 5. Babli Agrawal 83,508 1.36 6. Megha Jain 73,908 1.20 7. Balaji Endeavor LLP 73,908 1.20 Total 57,76,497 93.96 107d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them one (1) year from the date of filing of this Red Herring Prospectus: % of Pre-Offer paid up share Sr. No. Name of shareholder No. of Equity Shares capital 1. Ramakanta Pradhan 18,37,875 42.14 2. Srinibas Pradhan 20,93,605 48.01 3. Babli Agrawal 62,631 1.44 4. Megha Jain 62,631 1.44 5. Balaji Endeavor LLP 62,631 1.44 Total 41,19,373 94.47 e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares held by them two (2) years prior to filing of this Red Herring Prospectus: % of Pre-Offer paid up share Sr. No. Name of shareholder No. of Equity Shares capital 1. Ramakanta Pradhan 18,37,875 44.35 2. Srinibas Pradhan 20,93,605 50.52 3. Babli Agrawal 62,631 1.51 4. Megha Jain 62,631 1.51 5. Balaji Endeavor LLP 62,631 1.51 Total 41,19,373 99.40 f) Our Company has not made any initial public Offer of its Equity Shares or any convertible securities during the preceding two (2) years from the date of this Red Herring Prospectus. 17. No subscription to or sale or purchase of the securities of our Company within three years preceding the date of filing of the Red Herring Prospectus by our Promoters or Directors or Promoter Group which in aggregate equals to or is greater than 1% of the pre-offer share capital of our Company other than set below. Sr. Nature of No. of Equity Name of shareholder No. Transaction Shares % of Pre-Offer capital 1. R amakanta Pradhan Right Issue 6,80,000 11.06 2. S rinibas Pradhan Right Issue 7,51,984 12.23 18. None of our Directors or Key Managerial Personnel hold any Equity Shares other than as set out below: Sr. % of Pre-Offer capital Name Designation No. No. of Equity Shares Whole Time 1. R amakanta Pradhan 24,50,500 39.86 Director 2. Sr inibas Pradhan Managing Director 27,91,473 45.41 Chief Financial 3. D urga Dutta Tripathy 32,500 0.53 Officer 19. The post-issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share Capital of our Company. 20. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other convertible instruments into Equity Shares as on the date of this Red Herring Prospectus. 21. There is no "Buyback", "Standby", or similar arrangement for the purchase of Equity Shares by our Company/Promoters/Directors/Lead Manager for purchase of Equity Shares offered through this Red Herring Prospectus. 10822. As on the date of this Red Herring Prospectus, none of the shares held by our Promoters/ Promoter Group are pledged with any financial institutions or banks or any third party as security for repayment of loans. 23. Except, as otherwise disclosed in the chapter titled “Objects of the Offer” beginning on page 111 of this Red Herring Prospectus, we have not raised any loans against the proceeds of the Offer. 24. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed in heading on "Basis of Allotment" on page 380 under Chapter titled “Offer Procedure” of this Red Herring Prospectus. 25. The Equity Shares issued pursuant to this Offer shall be fully paid-up at the time of Allotment, failing which no allotment shall be made. 26. Our Company has not issued any Equity Shares at a price less than the Offer Price in the last one year preceding the date of filing of this Red Herring Prospectus, except as disclosed in this chapter. 27. Under subscription, if any, in any category, shall be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and guidelines. 28. As per Regulation 268(2) of SEBI (ICDR) Regulations an over-subscription to the extent of 10% of the Net Offer can be retained for the purpose of rounding off to the nearest integer during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Offer. Consequently, the actual allotment may go up by a maximum of 10% of the Net Offer. In such an event, the Equity Shares held by the Promoter is used for allotment and lock- in for three years shall be suitably increased; so as to ensure that 20% of the post Offer paid-up capital is locked in. 29. As on the date of this Red Herring Prospectus, the entire Issued Share, Subscribed and Paid-up Share Capital of our Company is fully paid up. Since the entire offer price in respect of the offer is payable on application, all the successful applicants will be allotted fully paid- up Equity shares. 30. On the date of filing this Red Herring Prospectus with Stock Exchange, there are no outstanding financial instruments or any other rights that would entitle the existing Promoters or shareholders or any other person any option to receive Equity Shares after the Offer. 31. As on the date of this Red Herring Prospectus, the Book Running Lead Manager and their respective associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. The Book Running Lead Manager and their affiliates may engage in the transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. 32. As on date of the Red Herring Prospectus, the Book Running Lead Managers to the Offer, namely Novus Capital Advisors Private limited (formerly known as Fast Track Finsec Private Limited) and their respective associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any equity Shares of our Company and is not related to the public shareholders of the Company in any way directly or indirectly including any related party transactions, etc. and/or are not connected with the Company in any manner directly or indirectly other than in the capacity as the Book Running Lead Manager. 33. As on date of the Red Herring Prospectus public shareholders of the Company are not related in any way directly or indirectly to the issuer, promoter, director and any member of the promoter group. 34. There are no Equity Shares against which depository receipts have been issued. 35. Our Company has not made any Public Issue of any kind or class of securities since its incorporation. 36. There will be only one denomination of the Equity Shares of our Company unless otherwise permitted by law. 37. Our Company shall comply with such disclosure, and accounting norms as may be specified by SEBI from time to time. 10938. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and rights issue or in any other manner during the period commencing from submission of this Red Herring Prospectus with Stock Exchange until the Equity Shares to be issued pursuant to the Offer have been listed or application money unblocked on account of failure of Offer. 39. Except as disclosed in the Red Herring Prospectus, our Company presently does not have any intention or proposal to alter its capital structure for a period of six (6) months from the date of opening of the Offer, by way of spilt/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise. However, during such period or a later date, it may issue Equity Shares or securities linked to Equity Shares to finance an acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement if an opportunity of such nature is determined by its Board of Directors to be in the interest of our Company. 40. An investor cannot make an application for more than the number of Equity Shares offered in this Offer, subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. 41. Our Company does not have any ESOS/ESPS scheme for our employees and we do not intend to allot any shares to our employees under ESOS/ESPS scheme from the proposed Issue. As and when, options are granted to our employees under the ESOP scheme, our Company shall comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 42. Our Promoters and Promoter Group will not participate in this Public Offer. 43. This Offer is being made through Book Building Process. 44. Except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. 45. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us or by our Promoters to the persons who receive allotments, if any, in this Offer. 46. As per RBI regulations, OCBs are not allowed to participate in this Offer. 47. There are no safety net arrangements for this Public Offer. 48. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) the Offer is being made for at least 25% of the post-Offer paid-up Equity Share capital of our Company. Further, this Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. 49. No person connected with the Offer shall offer any incentive, whether direct or indirect, in the nature of discount, commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant. We shall ensure that transactions in Equity Shares by the Promoters and members of the Promoter Group, if any, between the date of filing the Red Herring Prospectus and the Offer Closing Date are reported to the Stock Exchanges within twenty-four hours of such transaction. 110OBJECTS OF THE OFFER The Offer comprises of a Fresh Issue by our company and an Offer for Sale. THE OFFER FOR SALE The Selling Shareholders will be entitled to their respective portion of the offer for the Offer for Sale after deducting their respective proportion of offer related expenses. Our Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds. The details of the Offer for Sale are set out below: S. No Name of Selling Shareholder Date of Consent Number of Equity Shares offered 1. Srinibas Pradhan August 26, 2025 1,80,000 2. Ramakanta Pradhan August 26, 2025 1,80,000 THE FRESH ISSUE We intend to utilize the proceeds of the Fresh Issue to meet the following objects: 1. Funding the working capital requirements of our Company 2. Repayment of portion of loan availed by our Company 3. General Corporate Purpose 4. Issue Related Expenses (Collectively, referred to herein as the “Objects of the Offer”) The Net Proceeds shall not be used for any purpose which is in contravention of the applicable guidelines. Further, our Company expects that the listing of the Equity Shares will enhance our visibility and our brand image. The listing of our share will also provide a public market for the Equity Shares in India. The main objects clause of our Memorandum of Association enables us to undertake the activities for which the funds are being raised by us in the Fresh Issue. Further, the activities we have been carrying out until now are in accordance with the main objects clause of our Memorandum of Association. The main object clause and the ancillary object clause of the Memorandum of Association of our Company enable us to undertake our existing activities and the activities for which we are raising funds through the Offer. FRESH ISSUE PROCEEDS The details of the proceeds of the Fresh Issue are summarized in the table below: (Amount in Rs. Lakhs) Particulars Amount Gross Proceeds of the Offer [●] Less: Offer related expenses* (to the extent apportioned to the Fresh Issue) [●] Net Proceeds of the Offer [●] Note: All expenses related to the Offer, will be borne by our Company and the Selling Shareholder in proportion to their respective contributions of Equity Shares to the Offer. However, regulatory expenses will be borne solely by our Company. The Offer expenses are estimated expenses and subject to change. PROPOSED UTILIZATION OF NET PROCEEDS The Net Proceeds are proposed to be used in the manner set out in the following table: 111(Amount in Rs. Lakhs) Estimated % of Net Proceeds S. No. Particulars Amount of the Fresh Issue(1) 1. Funding the working capital requirements of our Company 1155.00 [●] 2. Repayment of portion of loan availed by our Company 100.00 [●] 3. General Corporate Purpose(1)(2) [●] [●] (1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. (2) The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our Company through this Offer or Rs. 1000 lakhs, whichever is lower. SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF NET PROCEEDS Our company proposes to deploy Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of implementation and deployment of funds set forth in the table below: (Amount in Rs. Lakhs) Amount proposed to Estimated deployment in S. No Particulars be funded from the Net Proceeds FY 2025-26 FY 2026-27 Funding the working capital 1. 1155.00 500.00 655.00 requirements of our Company Repayment of portion of loan 2. 100.00 100.00 - availed by our Company 3. General Corporate Purpose (1)(2) [●] [●] [●] Total [●] [●] [●] (1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. (2) The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our Company through this Offer or Rs. 1000 lakhs, whichever is lower. Our fund requirements and deployment thereof are based on internal management estimates of our current business plans and have not been appraised by any bank or financial institution. These are based on current conditions and are subject to change in light of changes in external circumstances or costs or in other financial conditions, business strategy, as discussed further below. As indicated above, our Company proposes to deploy the entire Net Proceeds towards the objects as described above during the FY 2025-26and FY 2026-27. However, if the Net Proceeds are not completely utilized for the objects stated above by the Fiscals 2026 and 2027 due to factors such as (i) economic and business conditions; (ii) increased competition; (iii) delay in completion of construction of the project; (iv) market conditions outside the control of our Company and its management; and (v) other commercial considerations such as availability of alternate financial resources, the same would be utilized (in part or full) in a subsequent period as may be determined by our Company in accordance with applicable law. MEANS OF FINANCE We intend to completely finance the Objects from the Net Proceeds, share capital, internal accruals and financing from banks and financial institutions including non-banking financial institutions. Accordingly, we confirm that we are in compliance with the requirement to make firm arrangements of finance under Regulation 230(1)(e) of the SEBI (ICDR) Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Net Offer Proceeds and existing identifiable internal accruals. In case of any increase in the actual utilization of funds earmarked for the Objects of the Fresh Issue, such additional funds for a particular activity will be met by way of means available to our Company, including from internal accruals and any additional equity and/or debt arrangements. If the actual utilization towards any of the Objects of the Fresh Issue is lower 112than the proposed deployment such balance will be used for future growth opportunities including funding existing Objects of the Fresh Issue, if required and general corporate purposes. In the event that estimated utilization out of the Net Proceeds in a fiscal is not completely met, the same shall be utilized in the next fiscal. 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. DETAILS OF THE OBJECTS OF THE OFFER We fund the majority of our working capital requirements in the ordinary course of our business from our internal accruals, net worth, financing from various banks, financial institutions and unsecured loans. For further details, please refer to the chapter titled “Financial Indebtedness” beginning on page 302. The details in relation to the objects of the Offer are set forth herein below. 1. Funding the working capital requirements of our Company Our company is focused on providing the services as mentioned in “Our Business” on page 157 Since the projects take a substantial amount of time to complete and likewise our substantial amount of our funds are required for working capital. Hence, the success in our business is also dependent on our ability to ensure we have planned and funded working capital available to ensure smooth flow of our operations for the business. Our working capital requirements in the ordinary course of our business are met from our internal accruals or net worth. Based on the Restated Standalone Financial Statements of the company as on September 30, 2025, our company expects to expand our business by the end of Financial Year 2025-26 and Financial Year 2026-27. Expansion of business will lead to higher investments in business. Therefore, our company will require additional funds for meeting its incremental working capital requirements. Our company proposes to utilize Rs 1,155.00 lakhs of the Net Proceeds for our estimated working capital requirements which will be utilized in the FY 2025-26 and FY 2026-27. Any remaining working capital needs will be met through the internal accruals along with working capital facilities availed by the company. The estimated working capital requirements, as approved by the Board, are outlined below. Additionally, the company’s existing working capital requirements and funding, based on the Restated Standalone Financial Statements for the period ending September 30, 2025 and for the financial years 2024-25, 2023-24 and 2022-23, are provided below. (Rs. In Lakhs) March 31, March 31, March 31, September March 31, March 31, Particulars 2023 2024 2025 30, 2025, 2026 2027 (Restated) (Restated) (Restated) (Restated) (Estimated) (Estimated) Current Assets Inventories 103.29 454.99 161.90 405.37 610.00 650.00 Trade Receivables 387.92 653.77 1,554.87 1,366.30 1,200.00 1,450.00 Short-term Loans and 15.39 251.77 109.58 324.77 225.00 350.00 Advances Other Current Assets 0.00 42.31 1.67 34.84 125.00 185.00 Total (A) 506.60 1,402.83 1,828.02 2,131.28 2,160.00 2,635.00 Current Liabilities without Short Term Borrowings Trade Payables 259.33 761.13 638.59 763.55 550.00 775.00 Other Current Liabilities 116.75 306.36 437.56 121.82 350.00 320.00 Short-Term Provisions 0.00 51.90 109.99 84.01 69.05 63.61 Total (B) 376.08 1,119.39 1,186.14 969.38 969.05 1,158.61 Net Working Capital (A)- 130.52 283.44 641.88 1,161.90 1,190.95 1,476.39 (B) 113Funding pattern: Proceeds from IPO - - - - 500.00 655.00 Internal Accruals/Borrowings from Banks -Short Term Borrowings 0.00 52.96 151.48 172.56 - - -Internal Accruals (current year profit + previous 130.52 230.48 490.40 989.34 690.95 821.39 reserves) Basis of Estimation of Working Capital Requirement (Amount in Lakhs) March 31, March 31, March 31, September 30, March 31, March 31, Particulars 2023 2024 2025 2025, 2026 2027 (Restated) (Restated) (Restated) (Restated) (Estimated) (Estimated) Inventory 103.29 454.99 161.90 405.37 610.00 650.00 Trade Receivables 387.92 653.77 1,554.87 1,366.30 1,200.00 1,450.00 Trade Payable 259.33 761.13 638.59 763.55 550.00 775.00 % of Inventory / Revenue from 3.92% 12.90% 4.23% 15.14% [•] [•] operations % of Trade receivables / Revenue from 14.72% 18.54% 40.62% 51.03% [•] [•] operations % of Trade Payable / Revenue from 9.84% 21.58% 16.68% 28.52% [•] [•] operations (in days) September Particulars 2022-23 2023-24 2024-25 2025-26 2026-27 30, 2025 No. of Days for 11 38 39 25 31 39 Inventory No. of Days for 41 54 105 100 84 57 Trade Receivables No. of Days for 38 62 98 55 44 41 Trade Payables Note: 1. 365 days has been considered in a financial year and 183 days has been considered for the stub period. 2. No. of Days for Trade Receivables is calculated by dividing average trade receivables by revenue from operations multiplied by number of days in the period. 3. No. of Dyas for Trade payables is calculated by dividing average trade payables by net credit purchases and direct expenses multiplied by number of days in the period. 4. No. of Days for Inventory is calculated by dividing the average inventory by cost of goods sold. 114Justifications: Inventory Inventory refers to the raw materials, work-in-progress (WIP), and finished goods that a company holds for production purposes. In the construction industry, inventory includes all materials, components, and supplies necessary for project execution, as well as any partially completed structures. The company utilizes a range of materials, such as Aggregate, Sand, Tar, TMT and cement, to ensure durable and reliable construction. In FY 2022-23, Inventory levels were low as compared to FY 2023-24 amounting to ₹ 103.298 lakhs in FY 2022-23 compared to ₹ 454.99 lakhs in FY 2023-24. The work in progress was minimal as all projects were completed within the year of 2022-23. However, in the financial year 2023-24, the work in progress was substantial, leading to an increase in inventory levels by 340.49%. In the financial year 2024-25, This decline was mainly due to the lower levels of work in progress stock. Work executed by the company was in finished condition pending for billing or billed. A significant portion of the work executed during the year reached the finished stage, thereby reducing WIP stock levels. Notably, the Company recorded a substantial portion of its revenue—47.88% of total revenue from operations for the year— in the last quarter (Q4) of FY 2024–25. This surge in billing activity towards year-end led to the conversion of WIP into billable finished work, which in turn contributed to the sharp decline in closing inventory. The inventory levels are Rs. 405.37 lakhs for the period ending on September 30, 2025 due to the higher work-in-progress of Rs. 265.99 lakhs during the period. The construction sector, securing new orders often requires the company to quote project prices in advance. Consequently, revenue is often finalized ahead of time, necessitating the maintenance of an average inventory level to support these quotes. The inventory levels depend on the following factors in our industry which affect our inventory days to fluctuate: 1. Longer duration projects require material holding up to initiation of a particular phase. For some projects, those phases come in the year end. 2. A major portion of inventory gets tied up in ongoing projects as WIP; if not billed before year end. 3. Delay in the project execution due to approvals from client, checking, or testing from concerned authority leads to the delay in billing which increased Work in progress. 4. Sometimes, due to discount received from vendors or for fear of price increase, company purchases raw material in bulk for whole projects or may delay in buying the raw material for anticipation in price decrease Considering the above-mentioned factors, maintaining an adequate average inventory is essential for the timely completion of projects. With the Company’s revenue expected to grow in the coming years, the inventory requirement is projected to increase to ₹610.00 lakhs in FY 2025-26 to support higher project execution and billing and further increase to ₹ 650.00 lakhs in FY 2026-27, reflecting the Company’s focus on improving operational efficiency and faster project turnover as a result of inflow of working capital funds. 115Trade Receivables Trade receivables consist of debts owed by debtors i.e. large corporates, companies, public sector undertakings, and government bodies. These customers have engaged our company for various projects, including the construction of industrial buildings, roads, and bridges, the repair and maintenance of facilities as well as rented machinery and equipment to these clients. In FY 2022-23 and 2023-24, our trade receivables remained at lower levels. However, in FY 2024-25 there was a noticeable increase in trade receivables compared to previous years. For the period ending on September 30, 2025, the trade receivables were Rs. 1,366.30 lakhs which is on account of growth in revenue of half year of FY 2025-26. Factor contributing to the increase in trade receivables during FY 2024-25 was a growth of 8.54% in Revenue from Operations compared to FY 2023-24. Also, the increase in trade receivables in FY 2024–25 is primarily due to higher billing in Q4—especially in March 2025, which alone contributed 32.87% of annual revenue. We anticipate same level of holding period of trade receivables in FY 2025-26 and 2026- to be 84 days and 57 days respectively due to several factors: 1. Retention from Bills: In the construction and infrastructure sectors, it is standard practice to retain a percentage of billing amounts to mitigate the risk of poor- quality work and ensure timely project completion in industry generally 5-10% of invoice value based on stage of completion is retained. In FY 2024-25, trade receivables amounted to Rs. 1,554.87 lakhs, out of which Rs. 358.78 lakhs, constituting 23.07 % of total trade receivables, were retained by customers as part of this practice. This retention from bills in the stub period was Rs. 360.86 lakhs which is still retained on account of ongoing projects. 2. Increase in Revenue from Operations: We expect that revenue from operations will continue to rise in FY 2025-26 and FY 2026-27, resulting in a corresponding increase in trade receivables. It is important to note that customers in the construction and infrastructure sectors typically require longer periods to clear their dues compared to other industries due to various checks and approvals from multi-level authorities. 3. Quality Checks: Clients, including corporates, public sector undertakings, and government departments, conduct quality checks to ensure that work meets the specifications outlined in their purchase orders. Consequently, invoices may experience delays in reaching the Accounts Department, as they must first be approved by Operations and Relevant Departments. This process can result in extended payment timelines. 4. Billing in last Quarter: The increase in higher trade receivable is on account of higher billing in the last quarter, particularly in last month. The company achieved significant progress in ongoing projects, resulting the higher billing and unbilled revenue amounting to ₹ 384.35 lakhs in FY 2024-25 which is a significant part of trade receivables increase. This increase is primarily because 47.88% of our total revenue was in Q4 of FY 2024-25 on the basis of standalone audited financial statement compared to 43.55% in Q4 of FY 2023-24. As a result, our trade receivables increased significantly. The company recorded a revenue of 32.87% in the month of March 2025 as compared to 14.32% in March 2024. The details of the revenue generation in FY 2023-24 and FY 2024-25 as follows: 116(Amount in lakhs) % to the % to the Total Total Quarter 2024-25 Revenue 2023-24 Revenue from from Operations Operations Quarter 1 631.09 16.49 413.24 11.72 Quarter 2 480.95 12.56 964.36 27.34 Quarter 3 883.27 23.07 613.29 17.39 Quarter 4 1,832.97 47.88 1,536.06 43.55 January 488.05 12.75 276.11 7.82 February 86.50 2.26 755.02 21.41 March 1,258.42 32.87 504.93 14.32 Total 3,828.28 100.00 3,526.94 100.00 Accordingly, our trade receivables were in increasing trend over the years. The trade receivable were ₹387.92 lakhs, ₹ 653.77 lakhs , ₹ 1,554.87 lakhs and ₹ 1,366.30 lakhs in FY 2022-23, 2023-24 and 2024-25 and in the period ending on September 30, 2025. The company anticipates its trade receivables to be ₹ 1200 lakhs and ₹ 1450 lakhs in FY 2025-26 and 2026-27 respectively. Trade Payables Trade payables refer to the amounts a company owes to its suppliers for goods or services received on credit, representing trade payables. They typically arise from routine business activities, such as purchasing raw materials, inventory and other services, with the agreement to pay later. The company’s trade payables have increased in FY 2023-24 and 2024-25 as compared to FY 2022-23 resulting the trade payables days reaching to ₹ 259.33 lakhs, ₹ 761.13 lakhs and ₹ 638.59 lakhs in FY 2022-23, 2023-24 and 2024-25 respectively. This growth is primarily attributed to limited funds as the Company is utilizing all funds infused by the Promoters in the form of equity. Since the company was in its initial stages in FY 2022- 23, banking facilities were not available to meet the working capital requirements, which constrained the company’s ability to settle debts with suppliers promptly. Additionally, the company’s increasing raw material purchases and direct expenses, driven by the expansion of operations, have contributed to the rise in trade payables in previous years. The payment to the sub-contractors is also made after quality checks and after a certain milestone. Due to this, the trade payables during the stub period ending on September 30, 2025 remained at Rs.763.55 lakhs. The trade payables of the company in FY 2023-24 and 2024-25 has been in the range of 17-22% of the revenue from operations. The company intends to reduce the Trade payables in FY 2025-26 and further increase in 2026-27 also. The increase in FY 2025-26 is mainly on account of maintaining the trade payable days of the company. Trade Payables are expected to lead to decline in FY 2025-26 and further, increase in 2026- -27 keeping it to ₹ 550.00 lakhs and ₹ 775.00 lakhs respectively. % of Inventory / The inventory as a percentage of revenue from operations for the FY 2022- 23, FY 2023- Revenue from 24 and FY 2024-25 and for the period ended on September 30, 2025 were 3.92%, 12.90%, Operations 4.23% and 15.14% respectively. In FY 22-23, the company completed all ongoing projects within that year, leading to minimal inventory holding. However, in FY 2023-24, the company increased its inventory levels to mitigate the risk of rising raw material prices and had work in progress for 117incomplete projects. Again, at the end of FY 2024-25, the company had nominal amount of work in progress in its projects resulting in reduction in inventory level. At the end of stub period, % of inventory to Revenue from Operations increased on account of increased work-in-progress. For FY 2025-26 and FY2026-27, we anticipate the inventory days to be 31 and 39 days respectively. These figures represent an average inventory level that will be necessary to ensure timely performance and execution of projects and appropriate estimate levels of work in progress. The slight change in this percentage in FY 2026-27 is primarily because of the company intends to improve operational efficiency and faster project execution after the infusion of working capital funds in the IPO Process. % of Trade In the FY 2022-23, FY 2023-24, FY 2024-25 and the period ended on September 30, 2025, receivables / the percentages of trade receivables to revenue from operations were 14.72%, and 18.54%, Revenue from 40.62% and 51.03% respectively. operations In FY 2022-23, the trade receivables were 14.72% of the revenue from operations, but this figure did not reflect any retention from bills. However, in FY 2024-25and 2023-24, 23.07% amounting to ₹ 358.78 lakhs and 51.10% of the trade receivables amounting to ₹ 334.06 lakhs respectively included amounts retained on the bills, indicating the standard practice of customers of construction industry. Similarly, retention money amounting to ₹360.86 lakhs, representing 26.41% of total trade receivables during the stub period, increased the % of trade receivables to revenue from operations. % of Trade Payable The percentages of trade payable to revenue from operations for FY 2022-23, FY 2023- / Revenue from 24, FY 2024-25 and period ending on September 30, 2025 were 9.84%, 21.58%, 16.68% operations and 28.52% respectively. The figure for trade payables in FY 2023-24 doubled compared to the previous year, primarily due to a substantial increase in inventory, which rose by nearly 340.49%. However, in 2024-25, the Trade Payables have been at similar level in amount but reduced as a % to revenue from operations in FY 2024-25 and increased in stub period from FY 2024-25 The estimated percentages of trade payable to revenue from operations is based on the anticipated change which is attributed to the following factors: a. Reducing trade payables will enhance our profit margins, as creditors typically charge higher rates for extended credit terms in FY 2025-26 b. The company plans to purchase raw material inventory according to expected orders, gradually increasing overall inventory in FY 2025-26 & 2026-27. This approach will lead to further increase in trade payables as inventory and other direct cost will rise according to the operational levels. No. of Days for In the Construction Industry, Inventory holding period varies due to execution of project Inventory Days and existing orders in hand. In the FY 2022-23, Inventory days were 11 and it increased to 38 days in FY 2023-24. Reason of such an increase was that company had executed the projects and had work in progress and inventory levels for the running projects. In FY 2024-25, the company had achieved the inventory day of 39. At the year ended 2024- 25, the company was having orders in hand for which company kept sufficient inventory so that profitability remains unaffected by any increase in price. As the company did not have major work in progress at the year end of 2024-25, the inventory days have been at the similar level of FY 2023-24. However, the inventory days remained lower for the stub 118period ending on September 30, 2025 to 25 days as compared to 39 days for FY 2024-25 on account of lower opening inventory levels of Rs. 161.90 lakhs during FY 2024–25. Further, the company is planning to maintain 31 days for FY 2025-26 aligning with current inventory days of 39 days in FY 2024-25 and 39 days in 2026-27 respectively, so that the average level inventory can be in maintained for successful completion of the projects. Also, in the last three years the company has developed good network amongst vendors which will help in getting timely raw material for execution of projects. Reducing Inventory days in upcoming year will also help company to use their funds as per plans. No. of Days for FY 2022-23 was the first full year of operations of the company in which Trade receivables Trade Receivables days were 41. In the FY 2023-24, Trade Receivable Days was 54, which was slightly higher as compared to the previous year. The reason for such an increase was that 43.55% of the revenue was recorded in the quarter 4 of the year. In the FY 2024-25, Trade Receivable Days increased significantly to 105 days, which was on account of retention money of clients and 47.88% of revenue recording in quarter 4 of the year. The trade receivable days has decreased to 100 days in stub period ending on September 30, 2025 as compared to 105 days for FY 2024-25 which in almost on the same level as previous year. Further in the FY 2025-26, company is projecting that Trade Receivable Days will be 84 days and will gradually decrease to 57 days as a result of influx of working capital. The company estimated that from 2025-26 onwards, its retention of the billed amount will have major impact on Trade Receivable Days. Also, for adding new clients, company must give more credit days to its customers and clearance of invoices from various department of respective clients will also increase its Trade Receivable Days. The increased revenue from operations will also play its part in increasing the level of trade receivables. No. of Days for Trade Payables Days in FY 2022-23, 2023-24, 2024-25 and stub period were 38, 62, 98 Trade Payables and55 days respectively. Trade Payable Days are not comparable over the years because in the construction industry execution of work happens as per the orders and client’s requirement. The Company’s trade payables amounted to ₹259.33 lakhs, ₹761.13 lakhs, ₹638.59 lakhs and ₹ 763.55 lakhs in FY 2022–23, FY 2023–24 and FY 2024–25 and stub period ending on September 30, 20254, respectively. The quarter-wise break-up of revenue from operations for FY 2023–24 and FY 2024–25 is provided below, which reflects that a significant portion of revenue is generated in the last quarter of each financial year. The quarter wise break up of revenue from operations in FY 2023–24 and FY 2024–25 is detailed below: (Amount in Rs. Lakhs) % to the % to the Total Total Quarter 2024-25 2023-24 Revenue from Revenue from Operations Operations Quarter 1 631.09 16.49 413.24 11.72 Quarter 2 480.95 12.56 964.36 27.34 119Quarter 3 883.27 23.07 613.29 17.39 Quarter 4 1,832.97 47.88 1,536.06 43.55 January 488.05 12.75 276.11 7.82 February 86.50 2.26 755.02 21.41 March 1,258.42 32.87 504.93 14.32 Total 3,828.28 100.00 3,526.94 100.00 Going forward, trade payables are estimated to be Rs. 550.00 lakhs in FY 2025-26 and Rs. 775.00 lakhs in FY 2026-27. The trend of trade payable days is summarized below: FY 2022- FY 2023- FY 2024- Sep 30, FY FY Particulars 23 24 25 2025 2025-26 2026-27 No. of Days for 38 62 98 55 44 41 Trade Payables As detailed above, the Company generates a significant portion of its revenue during the last quarter of each financial year. In FY 2023-24 and FY 2024-25, the fourth quarter contributed 43.55% and 47.88% to the revenue from operations, respectively. This also impacts purchase patterns, as raw materials and direct services are procured in larger volumes in the last quarter, resulting in higher trade payables during that period. Due to the limited availability of working capital, purchases have historically been made on a need basis, and payments to suppliers have been dependent on realization from debtors, thereby extending the trade payable cycle. In FY 2025-26, the Company proposes to deploy Rs. 500.00 Lakhs of IPO proceeds towards working capital requirements. This is expected to enable bulk procurement of raw materials, availing of volume discounts and more timely settlement of payables. Consequently, the Company estimates that trade payables will be reduced to 44 in FY 2025–26 and further to 41 in FY 2026–27 with the deployment of remaining working capital funds. Rationale for Increase in Trade Payable Days in FY 2025 Particulars FY 2023-24 FY 2024-25 Sep 30, 2025 Trade Payables (₹ in lakhs) 761.13 638.59 763.55 % of Revenue from 21.58% 16.68% 28.52% Operations Trade Payable Days 62 98 55 ➢ Trade payable days increased from 62 days in FY 2023-24 to 98 days in FY 2024- 25, primarily due to the change in average trade payable used in the calculation as mentioned. ➢ In FY 2022-23, the Company was in its initial stage of operations, and trade payables were minimal. These minimal balances formed the opening trade payables for FY 2023-24, resulting in a lower average trade payable for that year. 120➢ In contrast, for FY 2024-25, with trade payables at similar absolute levels as the previous year, the average trade payables were higher, leading to an increase in trade payable days despite similar purchase and expense levels. ➢ However, when viewed in absolute terms and as a percentage of revenue from operations, trade payables actually show a decreasing trend (from Rs. 761.13 lakhs/ 21.58% in FY 2023-24 to Rs. 638.59 lakhs/ 16.68% in FY 2024-25). This indicates that, while payable days increased due to calculation mechanics, the Company’s reliance on trade credit reduced in proportion to its growing revenue, reflecting improved operational efficiency and vendor payment discipline. Company purchases raw material and services in credit from vendors which reflects in trade payables. Creditors charge higher price due to higher credit period offered. Now, for increasing the profit margin level, company will reduce trade payable days in order to take cash discount. Note: Certificate dated February 16, 2026 issued by the Statutory Auditors of our Company, M/s Kapish Jain & Associates, Chartered Accountants vide UDIN: 26521888RAAGGE2184 has certify the working capital requirement. 2. Repayment of portion of loan availed by our Company Our Company obtained a term loan and Cash Credit limit from the State Bank of India to purchase a fixed asset and working capital purpose respectively along with the loan from Sundaram Finance for purchase of Fixed assets. A sum of Rs. 100 Lakhs from the net proceeds will be utilized to prepay these loans. Our Company's cash accruals can then be utilized for further business expansion, reducing the debt service coverage ratio and increasing reserves and surplus will enhance our eligibility for bidding on larger projects. Prepayment charges, if any, will be paid from our Internal Accruals. Pursuant to the terms of the financing arrangements, prepayment of the borrowing may attract prepayment charges as prescribed. If the prepayment charges differ from the actual charges at the time of repayment of the loans, then the company will pay the differential amount, if any, from its Internal Accruals. The details of the loan are as follows: (Amount in Rs.) Name of Lender State Bank- of India Purpose Purchase of Fixed Asset Date of Sanction of Loan June 19, 2023 Date of Disbursement of Loan June 21, 2023 Amount Sanctioned 195.00 Lakhs Repayment Schedule 52 Months Principal Amount Outstanding as on Rs. 76.28 Lakhs January 17, 2026 Rate of Interest as on January 17, 2026 10.90% 2.00% of the pre-paid amount. Pre-payment penalty of 1% will be applicable on account of "Loan prepaid out of higher cash accruals from the project/equity infusion by promoters". Prepayment Penalties or Prepayment Charges Exemptions: i. No charges will be levied on floating rate term loans sanctioned to Individual borrowers. ii. Micro Enterprises as defined under MSMED Act 2006 are exempted irrespective of the limits/outstandings. However, 121Small/Medium Enterprises will subject of levy of Pre-payment charges. iii. Pre-payment charges will not be levied on the following: a. In case payment has been made out of cash sweep/Insurance proceeds b. Payment at the instance of lenders. iv. In the instances where the Bank has strategically decided to exit from the exposure Name of Lender State Bank- of India Purpose Working capital loan (Cash Credit) Date of Sanction of Loan November 27, 2025 Date of Disbursement of Loan December 01, 2025 Amount Sanctioned Rs. 20.00 Lakhs Repayment Schedule On Demand Principal Amount Outstanding as on Rs. 19.99 Lakhs January 17, 2026 Rate of Interest as on January 17, 2026 9.90% (ELBR + 1.75%)* 2.00% of the pre-paid amount. Pre-payment penalty of 1% will be applicable on account of "Loan prepaid out of higher cash accruals from the project/equity infusion by promoters". Exemptions: i. No charges will be levied on floating rate term loans sanctioned to Individual borrowers. Prepayment Penalties or Prepayment ii. Micro Enterprises as defined under MSMED Act 2006 are Charges exempted irrespective of the limits/outstandings. However, Small/Medium Enterprises will subject of levy of Pre-payment charges. iii. Pre-payment charges will not be levied on the following: a. In case payment has been made out of cash sweep/Insurance proceeds b. Payment at the instance of lenders. iv. In the instances where the Bank has strategically decided to exit from the exposure Name of Lender Sundaram Finance Limited Purpose Purchase of Fixed Assets Date of Sanction of Loan March 26, 2025 Date of Disbursement of Loan April 08, 2025 Amount Sanctioned Rs. 28.00 Lakhs Repayment Schedule 35 months Principal Amount Outstanding as on Rs. 23.44 Lakhs January 17, 2026 Rate of Interest as on January 17, 2026 11.36% Prepayment Penalties or Prepayment 5.00% on the balance on the date of foreclosure Charges *The External Benchmark Rate of SBI is 7.90% with effect from December 15, 2025. 122For further details on the Terms of the Loan, please refer to section titled “Financial Indebtedness” on page 302 of this Red Herring Prospectus. Note: Certificate dated February 16, 2026 issued by the Statutory Auditors of our Company, M/s Kapish Jain & Associates, Chartered Accountants vide UDIN: 26521888EWZRTJ8019 certify the utilization of loan for the purpose availed. Note: - A confirmation in the offer document is to provided that repayment of loan from issue proceeds shouldn’t directly or indirectly benefit to promoter, promoter group or any related party. 3. General Corporate Purpose Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. We intend to deploy the Net Proceeds aggregating Rs. [●] Lakhs towards the general corporate purposes to drive our business growth. In accordance with the policies set up by our Board, we have flexibility in applying the remaining Net Proceeds, for general corporate purpose including but not restricted to the following: a) Meeting operating expenses; b) the strengthening of our business development and marketing capabilities; c) We may also enter into strategic alliances with other body corporates for expansion of our business; d) Strategic initiatives; e) Funding growth opportunities; f) On – going general corporate exigencies, which the Company in the ordinary course of business may not foresee or any other purposes as approved by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act. We confirm that any Offer related expenses shall not be considered as a part of General Corporate Purpose. Further, in case our actual offer expenses turn to be lesser than the estimated offer expenses of Rs. [●] lakhs, such surplus amount shall be utilized for General Corporate Purpose in such a manner that the amount for general corporate purposes, as mentioned in the Red Herring Prospectus, shall not exceed 15% of the amount raised by our Company through this Offer, or Rs. 1000 lakhs, whichever is lower. OFFER RELATED EXPENSES The total expenses of the Offer are estimated to be approximately Rs. [●] lakhs. The Offer related expenses include fees payable to the BRLM and legal counsel, fees payable to the auditors, brokerage and selling commission, commission payable to Registered Brokers, SCSBs fees, Registrar‘s fees, printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. The fees and expenses relating to the Fresh Issue shall be borne by our Company and fees and expenses related to offer for sale shall be borne by the Selling Shareholder. The total expenses with respect to fresh issue are estimated to be approximately Rs. [●] lakhs which is [●]% of total offer size. The estimated Offer expenses are as follows: (Amount in Rs. Lakhs) As a % of Total Estimated As % of Activity Estimated Amount Offer Size Expenses Fees payable to the Book Running Lead Manager [●] [●] [●] Fees Payable for Underwriting commission [●] [●] [●] Fees payable to the Legal Advisor to the Offer [●] [●] [●] Fees payable to the Registrar to the Offer [●] [●] [●] Advertising and Marketing Expenses [●] [●] [●] Fees payable to the to the Regulators including stock exchanges [●] [●] [●] 123Selling commission and processing fees for SCSBs (1) (2) (3) (4) [●] [●] [●] Payment for Printing and Distribution of Offer Stationary [●] [●] [●] Other (Fees payable to Peer Review Auditor, Brokerage, [●] [●] [●] Processing Fees for application and miscellaneous expenses) Total Estimated Offer Expenses [●] [●] [●] Our Company has incurred Rs 8.94 Lakhs towards Offer expenses out of internal accruals as of January 12, 2026. The same has been certified by Statutory Auditors of our company, M/s Kapish Jain & Associates, Chartered Accountants vide their certificate dated February 16, 2026 vide UDIN: 26521888NRQOZA6598 (1) Selling commission payable to the SCSBs on the portion for Individual Investors and Non-Institutional Investors, which are directly procured by the SCSBs would be 0.01% or Rs. 10 (whichever is less) of the Amount Allotted* (plus applicable taxes). * Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price. The selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the Bid Book of NSE. Notwithstanding anything contained above the total selling commission payable under this clause will not exceed Rs. 2 lakhs (plus applicable taxes) and in case if the total processing fees exceeds Rs. 2 lakhs (plus applicable taxes) then processing fees will be paid on pro-rata basis. No uploading/ processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them. Processing fees payable to the SCSBs on the portion for Individual Investors and Non-Institutional Investors which are procured by the members of Registered Broker/ CRTAs/ CDPs and submitted to SCSB for blocking would be Rs. 10/- per Application wherein shares are allotted (plus applicable taxes). Notwithstanding anything contained above the total processing fee payable under this clause will not exceed Rs. 1 lakh (making application for minimum application size), and for applications made by other than Individual investors (making application for more than minimum application size) and in case if the total processing fees exceeds Rs. 1 lakh (plus applicable taxes) then processing fees will be paid on pro-rata basis. (2) The processing fees for applications made by Individual Investors using the UPI Mechanism would be as follows: Sponsor Bank – Kotak Mahindra Rs. 6.5 per valid Bid cum Application Form* (plus applicable taxes) Bank Limited The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with the performance of its duties under the SEBI circulars and other applicable laws. *For each valid application by respective Sponsor Bank after initial 18000 applications. No uploading/ processing fees shall be payable by our Company to the RTAs/ CDPs for applications made by Individual Investors (exceeding Rs. 200,000), Non-Institutional Investors (for an amount more than minimum application size and up to Rs. 500,000) using the UPI Mechanism. (3) Selling commission on the portion for Individual Investors and Non-Institutional Investors which are procured by, Registered Brokers, CRTAs and CDPs or for UPI or using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the Registered Brokers would be 0.01% or Rs. 10 (whichever is less) of the Amount Allotted* (plus applicable taxes). *Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price. (4) The processing fees for applications made by Individual Investors using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/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 02, 2021 read with SEBI Circular No:. SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022. 124The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our Company with the respective Designated Intermediary. BRIDGE FINANCING FACILITIES Our Company has not raised any bridge loans from any banks or financial institution as on the date of this Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending upon business requirements, our Company may consider raising bridge financing facilities including by way of any other overdraft arrangement / cash credit facility with our lenders, short-term instrument like non-convertible debentures, commercial papers, etc., pending receipt of the Net Proceeds. Any amount that is drawn down from the overdraft arrangement / cash credit facility during this period to finance the objects of the Offer will be repaid from the Net Proceeds. DEPLOYMENT OF FUNDS The Company has received the Sources and Deployment Funds Certificate dated February 16, 2026, from M/s Kapish Jain & Associates, Chartered Accountants vide UDIN: 26521888NRQOZA6598. The certificate states that the Company has deployed amounts aggregating Rs. 8.94 Lakhs as on January 12, 2026. INTERIM USE OF NET PROCEEDS Pending utilization of the Net Proceeds for the Objects of the Fresh Issue described above, our Company shall deposit the funds only in Scheduled Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of the Fresh Issue as described above, it shall not use the funds from the Net Proceeds for any investment in equity and/or real estate products and/or equity linked and/or real estate linked products. MONITORING UTILIZATION OF FUNDS In accordance with Regulation 262 of the SEBI ICDR Regulations, we have not appointed a monitoring agency to monitor the utilization of the proceeds of the Fresh Issue since the Fresh Issue size is less than ₹5,000 Lakhs. Our Board will monitor the utilization of the proceeds of the Fresh Issue and will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of unutilized Net Proceeds in the balance sheet of our Company for the relevant Fiscal subsequent to receipt of listing and trading approvals from the Stock Exchanges. Pursuant to Regulation 32(5) of the SEBI Listing Regulations, our Company shall disclose to the Audit Committee the uses and applications of the Net Proceeds. Our Company shall prepare an annual statement of funds utilized for purposes other than those stated in this Red Herring Prospectus, certified by the statutory auditors of our Company and place it before the Audit Committee, as required under applicable laws. Such disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. VARIATIONS IN OBJECT In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the Objects of the Offer without our Company being authorized to do so by the shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the shareholders in relation to the passing of such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where the Registered Office of the company is situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard. APPRAISING AGENCY None of the Objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any agency. 125OTHER CONFIRMATIONS No part of the Net Proceeds will be paid by us to the Promoter and Promoter Group, the Directors, associates or Key Managerial Personnel or Group Companies, except in the normal course of business. and Our Company has not entered into nor has planned to enter into any arrangement/ agreements with our Directors, our Key Management Personnel, or our Group Companies in relation to the utilization of the Net Proceeds. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 126BASIS FOR OFFER PRICE The Offer Price will be determined by our Company in consultation with the Book Running Lead Manager on the basis of assessment of market demand for the Equity Shares offered in the Offer through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is Rs. 10/- each and the Offer Price is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price Band. The financial data presented in this section are based on our Company’s Restated Consolidated Financial Statements. Investors should also refer to the sections titled “Risk Factors”, “Our Business”, “Restated Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on page 45, 157, 249 and 278, respectively, to get a more informed view before making the investment decision. QUALITATIVE FACTORS Some of the qualitative factors which form the basis for computing the Offer Price are: • Experienced management team • Regulatory relationship with government and local regulations • Focus on safety and reliability of services • Focused on Infrastructure and civil construction • Strong Order Book from various government agencies, local bodies and private companies, collectively in our Company and Our wholly-owned Subsidiary. • Strong execution capabilities with industry experience For further details, see “Our Business – SWOT Analysis” on page 178. QUANTITATIVE FACTORS The Information presented below relating to the company is based on the Restated Consolidated Financial Statements for the period ended on September 30, 2025 for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with GAAP, The Companies Act, 2013 and SEBI ICDR Regulations. For details, see the chapter titled “Restated Consolidated Financial Statements” beginning on pages 249. Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows: I. Adjusted Earnings Per Share (EPS) and Adjusted Diluted EPS as per the Restated Consolidated Financial Statements: Financial Year Basic & Diluted EPS (Rs.) Weight March 31, 2025 11.33 3 March 31, 2024 64.25 2 March 31, 2023 93.13 1 Weighted Average EPS (Pre-Bonus) * 42.60 September 30, 2025 6.89 *The Company has issued bonus shares in the ratio of 1:3 i.e One equity share for every 3 equity shares held, which were approved by members on July 22, 2025 and allotted on July 24, 2025. Notes: 1. Basic and diluted earnings EPS calculations are in accordance with AS-20 ‘Earnings Per Share’, notified under section 133 of Companies Act, 2013 read with paragraph 7 of Companies (Accounts) Rules, 2014. 2. Basic Earnings per share = Net profit after tax as restated attributable to equity shareholders for the year/Weighted average number of equity shares outstanding during the year. 1273. Diluted Earnings per share = Net profit after tax as restated / Weighted average number of potential equity shares outstanding during the year. 4. The weighted average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight, dividing the resultant by total aggregate weight. i.e. (EPS x Weight) for each year/Total of weights. 5. Weighted Average Number of Equity Shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during the year multiplied by the time weighting factor. The time weighing factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the year. 6. The figures disclosed above are based on the Restated Consolidated Financial Statements of our Company. 7. The face value of each Equity Share is Rs. 10/- each. II. Price to Earning (“P/E”) ratio in relation to Price Band of Rs. [●]/- to Rs. [●]/- per Equity Share: (P/E) Ratio at the (P/E) Ratio at the Cap Particulars Floor Price (Rs. [●])* Price (Rs. [●])* P/E based on Basic & Diluted EPS for FY 2024-25 [●] [●] P/E based on weighted average Basic & Diluted EPS [●] [●] * Will be included at the stage of Prospectus Industry Peer Group P/E ratio Industry P/E Ratio (P/E) Ratio* Highest -141.3 Lowest 7.7 Industry Average 30.0 Source: Industry peer group P/E Ratio – Construction - Capital Market Volume No. XXXXI/1/41SPLSLP1 of date February 16, 2026 to March 01. 2026, *Outliers have been removed for better comparability. III. Return on Net Worth (“RONW”) As derived from the Restated Consolidated Financial Statements of our Company: Fiscal Year RONW (%) Weight March 31, 2025 55.76 3 March 31, 2024 68.36 2 March 31, 2023 104.65 1 Weighted Average RONW 68.11 September 30, 2025* 21.67 *Not Annualised Notes: (1) Return on Net Worth (%) = Net Profit/(Loss) after tax before other comprehensive income (as restated) divided by net worth (excluding revaluation reserve) as restated at the end of the year. Net worth has been computed as a sum of paid-up share capital and reserve & surplus excluding capital reserve on amalgamation. (2) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year adjusted by the number of Equity Shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the year. (3) The Weighted Average Return on Net Worth = Aggregate of year-wise weighed average RONW divided by the aggregate of weights i.e. [(RONW x Weight) for each fiscal year] / [Total of weights]. 128IV. Net Asset Value per Equity Share (Face Value of Rs. 10/- each) Net Asset Value per Equity Share Amount in (Rs.) Net Asset Value per Equity Share as on Sept 30, 2025 (Post Bonus) (1) 35.81 Net Asset Value per Equity Share as on March 31, 2025 (Post Bonus) (1) 27.36 Net Asset Value per Equity Share as on March 31, 2024 (Post Bonus) (1) 13.96 Net Asset Value per Equity Share as on March 31, 2023 (Post Bonus) (1) 82.05 Net Asset Value per Equity Share after the Offer – At Cap Price (2) [●] Net Asset Value per Equity Share after the Offer – At Floor Price (2) [●] Offer Price per Equity Share (3) [●] (1) The company has issued bonus shares in the ratio of 1:3 i.e One equity share for every 3 equity shares held, which were approved by members on July 22, 2025 and allotted on July 24, 2025. (2) Will be updated in the Prospectus (3) Offer Price per Equity Share will be determined on conclusion of the Book Building Process Notes: (1) Net Asset Value per Equity Share = Net worth at the end of the respective year divided by the number of equities shares outstanding as at the end of respective year (taking bonus issue impact). (2) Net worth has been computed as a sum of paid-up share capital and reserve & surplus. V. Comparison of Accounting Ratios with Listed Industry Peers: We believe following is our peer group which has been determined on the basis of listed public companies comparable in the similar line of segments in which our Company operates and whose business segment in part or full may be comparable with that of our business, however, the same may not be exactly comparable in size or business portfolio on a whole with that of our business. Following is the comparison with our peer companies listed in India: Face value Closing Revenue from EPS NAV Name of the P/E RoNW (Rs. per price Operations for (Rs.) (Rs. per Company Ratio (3) (%) share) (Rs. per September 30, 2025 share) share) (3) (Rs. in Lakhs) Basic Diluted Srinibas Pradhan 10.00 [●] 4,558.70 6.89 6.89 35.81 [●] 21.67% Constructions Limited* Listed Peers: AVP Infracon Limited 10.00 110.00 19,572.75 9.29 9.29 63.80 11.84 16.29% Sonu Infratech Limited 10.00 83.10 7,194.42 5.28 5.28 69.10 15.74 8.34% 129*Financial information of our Company is derived from the Restated Consolidated Financial Statements for the period ended September 30, 2025. Source: All the financial information for listed industry peers mentioned above is on a consolidated basis from the audited financial statements of a respective company for the year ended September 30, 2025, submitted to stock exchange i.e., National Stock Exchange of India Limited and from the respective company website. Notes: 1) Considering the nature and size of the business of the Company, the peers are not strictly comparable. However, the above Companies have been included for broad comparison. 2) Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements of the respective company for the period ended on September 30, 2025. 3) CMP and P/E Ratio has been computed based on the closing market price of equity shares on Stock exchange (National Stock Exchange of India Limited) as on January 12, 2026, divided by the Basic EPS provided above in the table. 4) For listed peers, RONW is computed as profit after tax for the year ended September 30, 2025, divided by Shareholder’s equity. 5) Shareholder’s Equity has been computed as sum of paid-up share capital and reserve & surplus. 6) Net Asset Value per share (“NAV”) (in Rs.) for peer companies is computed as the closing net worth divided by the equity shares outstanding as on September 30, 2025. The Offer Price is [●] times of the face value of the Equity Shares. The Offer Price of Rs. [●] has been determined by our Company in consultation with the Book Running Lead Manager, based on assessment of demand from investors for Equity Shares through the Book Building Process and is justified in view of the above qualitative and quantitative parameters. Investors should read the above-mentioned information along with chapters titled “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations”, “Risk Factors” and “Restated Consolidated Financial Statements” beginning on page 157, 278, 45 and 249 respectively to have a more informed view. KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS (“KPIs”) The KPIs disclosed below have been used historically by our Company to understand and analyze business performance, which as a result, help us in analyzing the growth of various verticals in comparison to our peers. The KPIs disclosed below have been approved by a resolution of our Audit Committee dated February 16, 2026 and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. 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-year period prior to the date of filing of this Red Herring Prospectus. Further, the KPIs herein have been certified by M/s Kapish Jain & Associates, Chartered Accountants, by their certificate dated February 16, 2026 issued vide UDIN: 26521888OZWWQI5556. The KPIs of our Company have been disclosed in the sections “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting on page 157 and 278 respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on page 01. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date 130of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Fresh Issue as per the disclosure made in the Objects of the Offer Section, whichever is later or for such other duration as may be required under the SEBI ICDR Regulations. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 131Consolidated KPI indicators (Amount in lakh, except EPS, % and ratios) Period ended Financial Year Financial Year Financial September 30, ended March 31, ended March 31, Year ended 2025 2025 2024 March 31, Particulars 2023 Revenue from operations (1) 4,558.70 8,968.47 3,526.94 2,634.88 Revenue CAGR (%) from F.Y. 2023- 84.49% 2025(2) EBITDA (3) 763.89 1,300.59 557.60 215.09 EBITDA (%) Margin (4) 16.76% 14.50% 15.81% 8.16% EBITDA CAGR (%) from F.Y. 2023- 145.90% 2025(5) EBIT (6) 653.97 1034.86 499.01 202.06 ROCE (%) (7) 29.79% 71.01% 84.29% 125.21% Current ratio (8) 1.37 1.21 1.21 1.37 Operating cash flow (9) (58.00) (1,378.76) 276.43 (39.31) PAT (10) 410.87 658.62 354.89 148.17 PAT Margin (11) 9.01% 7.34% 10.06% 5.62% Net Worth (12) 2,201.29 1,590.73 771.56 266.67 ROE/ RONW (13) 21.67% 55.76% 68.36% 104.65% Adjusted EPS (14) 6.89 11.33 64.25 93.13 Bid to Win ratio (15) 0.50 0.87 0.89 0.94 Notes: (1) Revenue from operations is the revenue generated from operations by our Company. (2) Revenue CAGR: The two-year compound annual growth rate in Revenue. [(Ending Value/Beginning Value) ^ (1/N)]-1 (3) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (5) EBITDA CAGR: The two-year compound annual growth rate in EBITDA. [(Ending Value/Beginning Value) ^ (1/N)]-1 (6) EBIT is Earnings before Finance Cost and taxes. (7) ROCE: Return on Capital Employed is calculated as EBIT divided by average capital employed, which is defined as shareholders’ equity plus long-term debt. (8) Current Ratio: Current Asset over Current Liabilities (9) Operating Cash Flow: Net cash inflow from operating activities (10) PAT is mentioned as profit after tax for the period. (11) PAT Margin is calculated as PAT for the period/year divided by revenue from operations. (12) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus of the company. (13) ROE: Return on Equity is calculated as PAT divided by average shareholders’ equity (14) EPS: Earning per share is calculated as PAT divided by adjusted Weighted No. of equity shares considering bonus issue after balance sheet date. (15) The bid-to-win ratio has been disclosed only for Srinibas Pradhan Construction Limited on standalone basis. The ratio is computed as the number of bids won by the company during the respective period divided by the total number of bids filed by the company during that period. 132Explanation of KPIs KPI Explanation Revenue from operation Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business. Revenue CAGR % Revenue CAGR informs the management of compounded annual growth rate i.e. Rate at which Company’s revenue are growing on annual basis. EBITDA EBITDA provides information regarding the operational efficiency of the business EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business EBITDA CAGR % EBITDA CAGR indicate our compounded growth of the business ROCE % ROCE provides how efficiently our Company generates earnings from the capital employed in the business. Current Ratio Current ratio indicates the company’s ability to bear its short-term obligations Operating Cash Flow Operating cash flow shows whether the company is able to generate cash from day-to- day business PAT Profit after Tax is an indicator which determine the actual earning available to equity shareholders PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of the business. Net Worth Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the entity. ROC/RONW ROC/RONW (%) is an indicator which shows how much company is generating from its available shareholders’ funds EPS Earning per shares is the company’s earnings available of one share of the Company for the period THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 133Comparison of financial KPIs of our Company and our listed peers: While our listed peers (mentioned below), like us, operate in the Construction industry and may have similar offerings or end use applications, our business may be different in terms of differing business models, different product verticals serviced or focus areas or different geographical presence. (Amount in lakh, except EPS, % and ratios) Srinibas Pradhan Constructions Limited AVP Infracon Limited** Sonu Infratech Limited** Key Financial Performance Sep 30, FY 2024- FY FY Sep 30, FY 2024- FY 2023- FY Sep 30, FY 2024- FY FY 2025 25 2023-24 2022-23 2025 25 24 2022-23 2025 25 2023-24 2022-23 Revenue from operation (1) 4,558.70 8,968.47 3,526.94 2,634.88 19572.75 29281.27 16086.79 11498.08 7194.42 17030.47 9039.82 6405.16 Growth in Revenue from - 154.28% 33.86% 512.04% - 82.02% 39.91% 62.06% - 88.39% 41.13% 20.45% operation (2) EBITDA (3) 763.89 1,300.59 557.60 215.09 4406.25 6061.12 3,540.03 2286.51 1347.78 2403.42 1048.74 1099.33 EBITDA Margin (4) 16.76% 14.50% 15.81% 8.16% 22.51% 20.70% 22.01% 19.89% 18.73% 14.11% 11.60% 17.16% EBIT* (5) 653.97 1,034.86 499.01 202.06 4134.61 5835.17 3270.94 2048.17 1078.04 1999.60 677.41 619.53 ROCE (%) (6) 29.79% 71.01% 84.29% 125.21% 21.91% 37.47% 34.20% 47.87% 11.36% 32.89% 18.86% 21.49% Current ratio (7) 1.37 1.21 1.21 1.37 1.33 1.42 2.19 1.28 1.92 1.52 1.35 1.34 Operating cash flow (8) (58.00) (1,378.76) 276.43 (39.31) 1768.71 (1490.49) (3959.81) 1615.93 (27.45) (1905.96) 332.91 (187.36) PAT (9) 410.87 658.62 354.89 148.17 2326.34 3327.39 1882.68 1214.61 546.43 1104.11 288.02 273.41 PAT Margin (10) 9.01% 7.34% 10.06% 5.62% 11.89% 11.36% 11.70% 10.56% 7.60% 6.48% 3.19% 4.27% Net Worth (11) 2,201.29 1,590.73 771.56 266.67 15937.37 12616.84 9397.86 2549.66 7154.52 5952.4 2531.38 2243.21 ROE/ RONW (12) 21.67% 55.76% 68.36% 104.65% 16.29% 30.23% 31.52% 67.55% 8.34% 26.03% 12.06% 16.36% EPS (13) 6.89 11.33 64.25 93.13 9.29 13.25 7.47 6.70 5.28 13.70 3.67 3.65 **All the information for listed industry peers mentioned above are on a consolidated basis and is sourced from their respective audited/ unaudited financial results and/or annual report *EBIT has been computed excluding share of profit/loss of associates in line with AS 23 – Accounting for Investments in Associates in Consolidated Financial Statements and Schedule III of the Companies Act, 2013, while Capital Employed includes shareholders’ funds (which incorporate the impact of associates accounted under the equity method). Notes: (1) Revenue from Operations as appearing in the Restated Financial Statements/ Annual Reports of the respected companies (2) Growth in Revenue from operations (%) is calculated as Revenue from operations of the relevant period minus Revenue from operations of the preceding period, divided by Revenue from operations of the preceding period (3) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost-Other Income 134(4) EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations of the company. (5) EBIT is Earnings before Finance Cost and taxes (6) ROCE: Return on Capital Employed is calculated as EBIT divided by average capital employed, which is defined as shareholders’ equity plus long-term debt. (7) Current Ratio: Current Asset over Current Liabilities (8) Operating Cash Flow: Net cash inflow from operating activities (9) PAT is the profit for the period from continuing operations (10) PAT Margin’ is calculated as PAT for the period/year divided by Revenue from Operations (11) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account (12) ROE: Return on Equity is calculated as PAT divided by average shareholders’ equity (13) EPS: Earning per share is calculated as PAT divide by Weighted No. of equity shares. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 135WEIGHTED AVERAGE COST OF ACQUISITION a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible securities). Except as disclosed below, there has been no issuance of Equity Shares during the 18 months preceding the date of this Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based in the pre-offer capital before such transaction(s) and excluding employee stock options granted but not vested and issuance of bonus shares), in a single transaction or multiple transactions combined together over a span of rolling 30 days: No. of Share Nature of Price of Consideration Date of Acquisition Acquired Consideration Acquisition paid (in Rs.) July 11, 2025 2,49,600 Cash 80.00 1,99,68,000 July 24, 2025 15,36,849 Bonus 0 - TOTAL 17,86,449 - - 1,99,68,000 Weighted average number of 3,32,800 - - - shares Weighted Average Cost of Acquisition of Shares (WACA)* 60 * Weighted average Cost of Acquisition = Consideration paid/ Weighted average number of shares Note: Weighted Average Cost of Acquisition of Shares have been certified by our Statutory Auditor, M/s Kapish Jain & Associates., Chartered Accountants pursuant to certificate dated February 16, 2026 vide UDIN: 26521888LPAXJI2703. b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible securities). There has been no secondary sale / acquisition of shares (equity / convertible securities), where promoter / promoter group entities or Selling Shareholders or shareholder(s) having the right to nominate director(s) in the Board of the Issuer Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of the Red Herring Prospectus, where either acquisition or sale is equal to or more than 5 per cent of the fully diluted paid-up share capital of the Issuer Company (calculated based on the pre-offer capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. c) Price per share based on the last five primary or secondary transactions. Since there are transactions to report under (a) therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoters / Promoter Group entities or Selling Shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not older than 3 years prior to the date of this Red Herring Prospectus irrespective of the size of transactions is not required to be disclosed. 136d) Weighted average cost of acquisition, floor price and cap price: Weighted average cost of acquisition Floor price* Cap price* Types of transactions (Rs. per Equity (i.e. Rs. [●]) (i.e. Rs. [●]) Share) Weighted average cost of acquisition for last 18 months for primary / new issue of shares (equity / convertible securities), excluding shares issued under an employee stock option plan/employee stock option scheme and issuance of bonus shares, during the 18 months preceding the date of filing of this Red Herring Prospectus, where such issuance is equal to 60 [●] times [●] times or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre-offer capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. Weighted average cost of acquisition for last 18 months for secondary sale / acquisition of shares equity / convertible securities), where promoter / promoter group entities or Selling Shareholders or shareholder(s) having the right to nominate director(s) in our Board are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of this Red Herring Prospectus, where NA^ NA NA either acquisition or sale is equal to or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre-offer capital before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. Since there were no secondary transactions of equity shares of our Company during the 18 months preceding the date of filing of this Red Herring Prospectus, the information has been disclosed for price per share of our Company based on the last five primary or secondary transactions where NA NA NA promoter /promoter group entities or Selling Shareholders 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 filing of this Red Herring Prospectus irrespective of the size of the transaction. Note: ^There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) transactions in last 18 months from the date of this Red Herring Prospectus which are equal to or more than 5% of the fully diluted paid- up share capital of our Company. * To be updated at the Prospectus stage. Explanation for Offer Price / Cap Price being [●] price of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out in (d) above) along with our Company’s key performance indicators and financial ratios for the Year ending 2025, 2024 and 2023. 137[●]* *To be included on finalization of Price Band Explanation for Offer Price / Cap Price being [●] price of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set out in (d) above) in view of the external factors which may have influenced the pricing of the Offer. [●]* *To be included on finalization of Price Band THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 138STATEMENT OF POSSIBLE TAX BENEFITS To, The Board of Directors Srinibas Pradhan Constructions Limited (Formerly known as Srinibas Pradhan Constructions Private Limited) C/O- Srinibas Pradhan, Near Chuakani Po- Lamtibahal, Jharsuguda, Jharsuguda, Orissa, India, 768216 Dear Sir, Sub: Statement of possible Special tax benefit (‘the Statement’) available to Srinibas Pradhan Constructions Limited (Formerly known as Srinibas Pradhan Constructions Private Limited) and its shareholders prepared in accordance with the requirements under Schedule VI-Clause 9L of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the ‘Regulations’) We hereby confirm that the enclosed annexure, prepared by Srinibas Pradhan Constructions Limited (Formerly known as Srinibas Pradhan Constructions Private Limited) (‘the Company”) states the possible special tax benefits available to the Company and the shareholders of the Company under the Income – tax Act, 1961 (‘Act’) as amended time to time, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as passed by respective State Governments from where the Company operates and applicable to the Company, the Customs Act, 1962 and the Foreign Trade Policy 2015-2020, as amended by the Finance Act, 2025, i.e., applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27, presently in force in India for inclusion in the Red Herring Prospectus (“RHP”)/Prospectus for the proposed public offer of equity shares, as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”). Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the company may or may not choose to fulfil. The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and its Shareholders and do not cover any general tax benefits. Further, these benefits are neither exhaustive nor conclusive and the preparation of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing 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 issue. We are neither suggesting nor are we advising the investor to invest money or not to invest money based on this statement. Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which could also be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation to update this statement on any events subsequent to its issue, which may have a material effect on the discussions herein. We do not express any opinion or provide any assurance as to whether: • The Company or its Shareholders will continue to obtain these benefits in future; • The conditions prescribed for availing the benefits, where applicable have been/would be met; 139• The revenue authorities/courts will concur with the views expressed herein. We hereby give our consent to include enclosed statement regarding the tax benefits available to the Company and to its shareholders in the DP for the proposed public offer of equity shares which the Company intends to submit to the Securities and Exchange Board of India provided that the below statement of limitation is included in the offer document. Limitations Our views expressed in the statement enclosed are based on the facts and assumptions indicated above. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the interpretation of the existing tax laws in force in India and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. Reliance on the statement is on the express understanding that we do not assume responsibility towards the investors who may or may not invest in the proposed issue relying on the statement. The enclosed Annexure is intended solely for your information and for inclusion in the Red Herring Prospectus/ Prospectus or any other issue related material in connection with the proposed issue of equity shares and is not to be used, referred to or distributed for any other purpose without our prior written consent. Signed in terms of our separate report of even date. For Kapish Jain & Associates, Chartered Accountants Firm Registration No.: 022743N Sd/- CA Amit Kumar Madheshia Partner Membership No.: 521888 UDIN: 26521888NULZFO8939 Place: New Delhi Date: February 16, 2026 140Annexure to the statement of possible Tax Benefits Outlined below are the possible Special tax benefits available to the Company and its shareholders under the Income Tax Act, 1961 presently forced in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have different interpretation on the benefits, which an investor can avail. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION. 1. Special Tax Benefits available to the Company under the Act: The Company is not entitled to any Special tax benefits under the Act. 2. Special Tax Benefits available to the shareholders of the Company The Shareholders of the company are not entitled to any Special tax benefits under the Act. Notes: 1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares are held by joint holders. 2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefit under any other law. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. Signed in terms of our separate report of even date. For Kapish Jain & Associates, Chartered Accountants Firm Registration No.: 022743N Sd/- CA Amit Kumar Madheshia Partner Membership No.: 521888 UDIN: 26521888NULZFO8939 Place: New Delhi Date: February 16, 2026 141SECTION V – ABOUT THE COMPANY INDUSTRY OVERVIEW The information in this section has been extracted from various websites and publicly available documents from various industry sources. The data may have been re-classified by us for the purpose of presentation. None of the Company and any other person connected with the Issue have independently verified this information. Industry sources and publications generally state that the information contained therein has been obtained from believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projection forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place undue reliance on information. Overview on Global Economy Global economic conditions are shaped by changing growth dynamics, fluctuating commodity prices, and evolving monetary policies, which influence domestic inflation, trade balances, and capital flows. At present, this interconnectedness is complicated by unusual levels of geopolitical tensions, supply chain disruptions, and climate-related shocks. STEADY GLOBAL GROWTH AND VARIED REGIONAL DYNAMICS Globally, 2024 has been an eventful year. The year witnessed unprecedented electoral activity on the political front, with more than half of the global population voting in major elections across countries. Meanwhile, adverse developments like the Russia-Ukraine conflict and the Israel-Hamas conflict increased regional instability. These events impacted energy and food security, leading to higher prices and rising inflation. Cyberattacks also became more frequent and severe, with growing human and financial consequences due to the increasing digitisation of critical infrastructure. Geopolitical tensions, have reshaped global trade. Geopolitical risks and policy uncertainty, especially around trade policies, have also contributed to increased. Nonetheless, global economic growth has remained fairly moderate. The global economy grew by 3.3 per cent in 2023. The International Monetary Fund (IMF) has projected growth of 3.2 per cent and 3.3 per cent for 2024 and 2025, respectively. Over the next five years, global growth is expected to average around 3.2 per cent, which is modest by historical standards. While the overall global outlook remains steady, growth varies across different regions. Despite higher interest rates, advanced economies (AEs) witnessed stable growth in the first half of 2024. This was on account of moderating inflation and sustained employment and consumption. However, the growth outlook differs between the United States (US) and the Euro Area. Growth in the US is expected to remain strong at 2.8 per cent in 2024 and may decline slightly in 2025, reflecting a moderation in consumption and exports. In the Euro area, growth is expected to improve from 0.4 per cent in 2023 to 0.8 per cent in 2024 and further to 1.0 per cent in 2025 on the back of improving services activity. However, growth outcomes in Europe have been varied. Some countries like Spain, France, Poland, and the United Kingdom have benefitted from the strength of their services sector. Meanwhile, manufacturing-intensive countries like Germany and Austria are being weighed down by weak demand. Germany’s structural weaknesses, particularly in manufacturing (Chart I.3), have been noticeable, contributing to the slackness in Europe’s manufacturing. Political developments in France and Germany are also adding to policy uncertainty in Europe’s major economies. The divergence of the growth trajectories of Europe and the US can also be seen in Citi Economic Surprises indices for these countries (Chart I.4). These indices compare actual data releases with analyst expectations. A value above zero indicates the data was stronger than analyst expectations, while a negative value indicates weaker actual data compared to expectations. Between January 2023 and November 2024, data for the US economy continued to present more ‘positive’ surprises than the EU, compared to the analyst estimates. 142Within Asia, Japan's growth was hindered by domestic supply disruptions in the early part of the year, while China’s growth weakened after the first quarter, affected by sluggish private consumption and investment, alongside challenges in the real estate sector. Geopolitical uncertainties continue to pose risks to the global economic outlook Geopolitical risks remain elevated due to ongoing conflicts, which pose significant risks to the global economic outlook. These risks can influence growth, inflation, financial markets, and supply chains. An intensification of the evolving conflicts in the Middle East, or the Russia-Ukraine conflict, could lead to market repricing of sovereign risk in the affected regions and disrupt global energy markets. The oil market is well-supplied for now. However, any damage to energy infrastructure could tighten supply, adding uncertainty to the global economic outlook. Tensions in the Middle East have disrupted trade through one of the critical shipping routes – the Suez Canal. About 15 per cent of global maritime trade volume normally passes through the Suez Canal. In response, several shipping companies have diverted their ships around the Cape of Good Hope, which has increased delivery times by 10 days or more, on average. These disruptions have led to higher freight rates along major shipping routes, which in turn impact global trade activity. Heightened risks are also evidenced by other indices, such as the Geopolitical Economic Policy Uncertainty index, which remains elevated due to global concerns about economic policies. Similarly, the World Trade Uncertainty Index has risen, driven by trade tensions and policy shifts in major economies. Trade policy uncertainty has increased sharply in recent months, though it has not yet reached the levels seen in 2018-19. The stock of import-restrictive measures within G20 economies continues to grow, now affecting 12.7 per cent of G20 imports—more than three times the coverage of such measures in 2015. If uncertainty persists and trade-restrictive measures continue to rise, they could increase costs and prices, deter investment, hinder innovation, and ultimately reduce global economic growth. In light of these developments, 143Chapter 5 of the Survey on the Medium-Term Outlook elaborates on the global factors and the importance of strengthening the levers of domestic growth. Source: https://www.ibef.org/download/Economic_Survey_2024-25.pdf Indian Economy Outlook Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic shock. Nominal GDP for FY25 is estimated at Rs. 33.10 lakh crore (US$ 3.8 trillion) with growth rate of 9.9%, compared to Rs. 30.12 lakh crore (US$ 3.5 trillion) in FY24. Strong domestic demand for consumption and investment, along with Government’s continued emphasis on capital expenditure are seen as among the key driver of the GDP in the second half of FY25. In FY25, India’s exports stood at Rs. 37.31 lakh crore (US$ 433.56 billion), with Engineering Goods (26.88%), Petroleum Products (13.86%) and electronic goods (8.89%) being the top three exported commodity. Rising employment and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months. Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated promise to boost growth by unleashing the pent-up demand. The sector's success is being captured by a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback. India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. India's appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative. Market Size: - Real GDP for FY25 is estimated at Rs. 187.95 lakh crores (US$ 2.2 trillion) with growth rate of 6.5%, compared to Rs. 176.51 lakh crore (US$ 2.06 trillion) for FY24. As on Jan 2025, there are 118 unicorn startups in India, with a combined valuation of over Rs. 3.0 lakh crore (US$ 354 billion). The government is also focusing on renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is committed to achieving the country's ambition of Net Zero Emissions by 2070 through a five-pronged strategy, ‘Panchamrit’. Moreover, India ranked 3rd in the renewable energy country attractive index. According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non- farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time periods. The Current 144Account Deficit (CAD) stood at Rs. 98,095 crore (US$ 11.5 billion) for Q3 of FY25 as compared to Rs. 88,712 crore (US$ 10.4 billion) in Q3 of FY24. This was largely due to increase in merchandise trade deficit. Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing steam in terms of their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of India’s trade partners witness an economic slowdown. According to Minister of Commerce and Industry, Consumer Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal, Indian exports are expected to reach US$ 1 trillion by 2030. (Source: https://www.ibef.org/economy/indian-economy-overview ) Overview of India Infrastructure Sector Infrastructure is a key enabler in helping India become a US $26 trillion economy. Investments in building and upgrading physical infrastructure, especially in synergy with the ease of doing business initiatives, remain pivotal to increase efficiency and costs. Prime Minister Mr. Narendra Modi also recently reiterated that infrastructure is a crucial pillar to ensure good governance across sectors. The government’s focus on building infrastructure of the future has been evident given the slew of initiatives launched recently. The US$ 1.3 trillion national master plan for infrastructure, Gati Shakti, has been a forerunner to bring about systemic and effective reforms in the sector, and has already shown a significant headway. Infrastructure support to the nation’s manufacturers also remains one of the top agendas as it will significantly transform goods and exports movement making freight delivery effective and economical. The "Smart Cities Mission" and "Housing for All" programmes have benefited from these initiatives. Saudi Arabia seeks to spend up to US$ 100 billion in India in energy, petrochemicals, refinery, infrastructure, agriculture, minerals, and mining. The infrastructure sector is a key driver of the Indian economy. The sector is highly responsible for propelling India’s overall development and enjoys intense focus from the Government for initiating policies that would ensure the time-bound creation of world-class infrastructure in the country. The infrastructure sector includes power, bridges, dams, roads, and urban infrastructure development. In other words, the infrastructure sector acts as a catalyst for India’s economic growth as it drives the growth of the allied sectors like townships, housing, built-up infrastructure, and construction development projects. To meet India’s aim of reaching a US$ 5 trillion economy by 2025, infrastructure development is the need of the hour. The government has launched the National Infrastructure Pipeline (NIP) combined with other initiatives such as ‘Make in India’ and the production-linked incentives (PLI) scheme to augment the growth of the infrastructure sector. Historically, more than 80% of the country's infrastructure spending has gone toward funding for transportation, electricity, and water, and irrigation. 145While these sectors still remain the key focus, the government has also started to focus on other sectors as India's environment and demographics are evolving. There is a compelling need for enhanced and improved delivery across the whole infrastructure spectrum, from housing provision to water and sanitation services to digital and transportation demands, which will assure economic growth, increase quality of life, and boost sectoral competitiveness. Market Size In Interim Budget 2024-25, capital investment outlay for infrastructure has been increased by 11.1% to Rs. 11.11 lakh crore (US$ 133.86 billion), which would be 3.4 % of GDP. As per the Interim Budget 2023-24, a capital outlay of Rs. 2.55 lakh crore (US$ 30.72 billion) has been made for the Railways, an increase of 5.8% over the previous year. Starting with 6,835 projects, the NIP project count now stands at 9,142 covering 34 sub-sectors, as per news reports. Under the initiative, 2476 projects are under the development phase with an estimated investment of US$ 1.9 trillion. Nearly half of the under- development projects are in the transportation sector, and 3,906 are in the roads and bridges sub-sector. During FY 2023-24, Total revenue of Indian Railways stands at US$ 28.89 billion (Rs. 2.40 Lakh Crore) as on 15th March. Last year on 15th March, total Revenue was US$ 26.84 billion (Rs. 2.23 Lakh Crore). As of November 2024, the Indian Railways has transported 1,038 million tonnes (mt) of freight, which is a 2.1% increase from the previous year. India's Logistics Market is estimated to be US$ 435.43 billion in 2023 and is expected to reach US$ 50.52 billion by 2028, growing at a CAGR of 8.36%. India intends to raise its ranking in the Logistics Performance Index to 25 and bring down the logistics cost from 14% to 8% of GDP, leading to a reduction of approximately 40%, within the next five years. In December 2022, AAI and other Airport Developers have targeted capital outlay of approximately Rs. 98,000 crore (US$ 11.8 billion) in airport sector in the next five years for expansion and modification of existing terminals, new terminals and strengthening of runways, among other activities. India currently has the fifth-largest metro network in the world and will soon overtake advanced economies such as Japan and South Korea to become the third-largest network. Metro rail network reached 810 kms and is operational in 20 cities as of September 2022. At almost 20 kms, Mumbai monorail is the third largest route in the world after China with 98 kms and Japan with 28 kms. Indian logistics market is estimated to touch US$ 320 billion by 2025. The overall infrastructure capex is estimated to grow at a CAGR of 11.4% over 2021-26 driven by spending on water supply, transport, and urban infrastructure. Investment in infrastructure contributed around 5% of the GDP in the tenth five-year plan as against 9% in the eleventh five-year plan. Further, US$ 1 trillion investment in infrastructure was proposed by the India’s planning commission during the 12th five- year plan, with 40% of the funds coming from the private sector. 146Road Ahead India with a 37% increase in the current fiscal year, capital expenditures (CAPEX) are on the rise, which bolsters ongoing infrastructure development and fits with 2027 goals for India's economic growth to become a US$ 5 trillion economy. In order to anticipate private sector investment and to address employment and consumption in rural India, the budget places a strong emphasis on the development of roads, shipping, and railways. Global investment and partnerships in infrastructure, such as the India-Japan forum for development in the Northeast are also indicative of more investments. These initiatives come at a momentous juncture as the country aims for self-reliance in future-ready and sustainable critical infrastructure. India, it is estimated, needs to invest $840 billion over the next 15 years into urban infrastructure to meet the needs of its fast-growing population. This investment will only be rational as well as sustainable, if we additionally focus on long-term maintenance and strength of our buildings, bridges, ports and airports. As a result of digitalisation and opportunities that tier II and III cities present for economic growth, the divide between metro and non-metros is blurring, moving to the new era of infrastructure growth. Commercial real estate properties have witnessed exponential growth in demand across Tier II & III cities as Information technology and Information technology enabled services and banking financial services and insurance focused organizations are increasingly decentralizing their operations to adapt to the new normal. The residential sector has witnessed good sales, and launches have also shown signs of an uptick during 2022, total sales in the top-7 cities was projected to exceed 360,000 units in 2022. Civil Aviation Ministry’s “Vision 2040” report states that there will be 190-200 functioning airports in India by 2040. Delhi and Mumbai will have three international airports each, while top 31 Indian cities will have two operational airports each. 220 destinations (airports/heliports/water aerodromes) under UDAN are targeted to be completed by 2026 with 1000 routes to provide air connectivity to unconnected destinations in India. India's Infrastructure forms an integral part of the country's economic ecosystem. There has been a significant shift in the industry that is leading to the development of world-class facilities across the country in the areas of roads, waterways, railways, airports, and ports, among others. The country-wide smart cities programmes have proven to be industry game- changers. Given its critical role in the growth of the nation, the infrastructure sector has experienced a tremendous boom because of India's necessity and desire for rapid development. The expansion has been aided by urbanisation and an increase in foreign investment in the sector. The infrastructure sector has become the biggest focus area for the Government of India. India's GDP is expected to grow by 8% over the next three fiscal years, one of the quickest rates among major, developing economies, according to S&P Global Ratings. India and Japan have joined hands for infrastructure development in India's Northeast states and are also setting up an India-Japan Coordination Forum for development of Northeast to undertake strategic infrastructure projects for the region. India being a developing nation is set to take full advantage of the opportunity for the expansion of the infrastructure sector, and it is reasonable to conclude that India's infrastructure has a bright future ahead of it. (Source: https://www.ibef.org/industry/infrastructure-sector-india ) Overview of Indian Infrastructure Sector Performance of eight core infrastructure industries • The production of Coal, Electricity, Steel, Cement, Fertilizers, Refinery Products and Natural Gas increased in January 2024. 147• The combined Index of Eight Core Industries (ICI) increased by 4.4% (provisional) YoY in April-January 2025 compared to April-January 2023. • In January 2025, the overall index of eight core industries stood at 161.9* driven by the production of coal, refinery products, fertilizers, steel, electricity and cement industries. • In February 2024, NTPC Limited and National Aluminium Company Limited (NALCO), a Navaratna company, inked a non-binding memorandum of understanding (MoU) to investigate ways to provide at least 1200 MW of continuous power supply around the clock to meet NALCO's needs for expanding the capacity of its smelter plant in Odisha. • In August 2022, the Prime Minister of India inaugurated the nation's first second-generation (2G) ethanol project in Panipat, built at an estimated cost of over Rs. 900 crore (US$ 108.7 million) by Indian Index of eight core industries Note: * Provisional (April-January 2025) Growth in infrastructure related activities • The ‘Green Energy Project’ is an initiative to make Indian Railways environment-friendly by focusing on renewable sources of energy. • In June 2024, Ministry of Housing & Urban Affairs has approved proposals worth Rs. 860.35 crore (US$ 103.91 million) for West Bengal under SBM-U 2.0. During the first phase of SBM-U (2014-19) a total fund of Rs. 911.34 crore ( US$ 130.34 million) was allocated to West Bengal which has been increased by 1.5 times to Rs. 1449.30 crore (US$ 175.04 million) in SBM-U 2.0 (2021-26). • In FY24, cement production increased by 9% driven by the government’s push for infrastructure development and increased real estate activity. • As of March 2022, the Ministry-wise progress of projects is as follows: ➢ Ministry of Road Transport and Highways has completed 1,41,190 km of National Highways out of the set target of 2,00,000 km for 2024-25. ➢ Department of Telecommunication has created the OFC (Optical Fibre Cable) network of 33,00,997 km against the set target of 50,00,000 km for 2024-25. 148➢ Ministry of Petroleum has completed the laying of a gas pipeline of 20,000 km out of 34,500 km targeted for the same period. ➢ Ministry of Power has surpassed its target for laying the transmission network of 4,54,200 km. • In a recent evaluation under the PM GatiShakti initiative, five significant infrastructure projects including a road and an airport were reviewed for their integration with the National Master Plan. These projects aim to enhance logistical efficiency, minimize travel times, and provide substantial socio-economic benefits across various regions. • In January 2025, Union Minister of Road Transport & Highways, Mr. Nitin Gadkari stressed infrastructure's role in India's development, highlighting Rs. 50,000 crore (US$ 5.77 billion) projects in J&K, including four major corridors for better transport and communication. Growth in infrastructure-related activities in FY22 (in %) Strong momentum in expansion of roadways • India has the second largest road network in the world and its National Highways expanded from 65,569 km in 2004 to a total length of 1,46,145 km in 2024, forming the primary arterial network of the country. The Government of India has undertaken several initiatives to enhance and strengthen the National Highways network through flagship programmes such as the Bharatmala Pariyojana which includes the subsumed National Highway Development Project (NHDP), the Special Accelerated Road Development Programme for the tth-East Region (SARDP-NE), and many more ongoing projects. • India is expected to maintain current road construction momentum, adding up to 13,000 kilometres in the 12 months through March 2025, an annual increase of 5- 8%. • Union Minister of Road Transport and Highways, Mr. Nitin Gadkari, announced that the Ministry has allocated Rs. 1,255.59 crore (US$ 150.01 million) for the construction of a 28.9 km, four-lane access-controlled Northern Patiala Bypass. • National Highways play a very important role in the economic and social development of the country by enabling efficient movement of freight and passengers and improving access to the market. MoRTH and its implementing agencies have implemented multiple initiatives in the last 8 years to augment the capacity of the National Highway infrastructure in India. 149• In the Union Budget 2025-26, the government has decided to allocate Rs. 2.87 lakh crore (US$ 32.94 billion) towards the Ministry of Road with a target of Rs. 35,000 crore (US$ 4.02 billion) in private sector investment. • A network of 35 Multimodal Logistics Parks is planned to be developed as part of Bharatmala Pariyojana, with a total investment of about Rs. 46,000 crore (US$ 5.5 billion), which once operational, shall be able to handle around 700 million metric tonnes of cargo. Of this, MMLPs at 15 prioritized locations will be developed with a total investment of about Rs. 22,000 Crore (US$ 2.6 billion). • Government is working towards the development of a national highway network of 2 lakh kms by 2025. • Union Minister of Road Transport & Highways, Mr. Nitin Gadkari announced that road projects worth Rs. 3,00,000 crore (US$ 392.21 million) will be completed in Kerala during his tenure, including Rs. 50,000 crore (US$ 5.74 billion) worth of upcoming projects. • The Indian government raised the Union Housing and Urban Affairs Ministry's budget by 18% to Rs. 96,777 crore (US$ 11.07 billion) for FY26, with major allocations for urban development, housing, and street vendor support. Road Construction per day (in kms) Government initiatives driving growth in the sector 1. Railways And Metro Rail • In the Union Budget 2025-26, the government has allocated record CAPEX of Rs. 2,65,200 crore (US$ 31.43 billion) for Railways. • On March 12, 2024, Prime Minister flagged off 10 new Vande Bharat trains. • An UIDF will be established through the use of priority sector lending shortfall, which will be managed by the National Housing Bank, and will be used by public agencies to create urban infrastructure in Tier 2 and Tier 3 cities. • In past 10 years, Railways commissioned 31,180 track kms. The pace of track laying increased from 4 km per day in FY15 to 14.54 km per day in FY24. 1502. Roads And Airport • The Indian government raised the Union Housing and Urban Affairs Ministry's budget by 18% to Rs. 96,777 crore (US$ 11.07 billion) for FY26, with major allocations for urban development, housing, and street vendor support • Union Minister of Finance Ms. Nirmala Sitharaman announced plans to connect 120 new airports over the next 10 years, benefiting four crore additional passengers. • In India 158 Airports are operational and with construction of 84 airports over the last decade, India's aviation network is rapidly evolving and over 1.36 crore people have already travelled till March 13, 2024. 3. Construction • In the Union Budget 2025-26, capital investment outlay for infrastructure has been increased to Rs. 11.21 lakh crore (US$ 128.64 billion), which would be 3.1% of GDP. • Any construction sector investment impacts 275 linked building materials, components and machinery industries, and the sector accounts for 8.2% of the economy. • According to the ministry, as of January 2023, work orders had been issued for 7,804 Smart Cities Mission projects valued at Rs 1,81,322 crore (US$ 21.9 billion). Of these, 67.22 % or 5,246 projects valued at Rs 98,796 crore are complete and 32.77 %, or 2,558 projects valued at Rs 82,526, are expected to be complete by June 2024 4. Telecom, Energy And Power • India is implementing many programmes for green fuel, green energy, green farming, green mobility, green buildings, and green equipment, and policies for efficient use of energy across various economic sectors. • In the Union Budget 2025-26 the Department of Telecommunications and IT was allocated Rs. 81,005.24 crore (US$ 9.27 billion). • National Institute of Ocean Technology under the Ministry of Earth Sciences is implementing an Ocean Thermal Energy Conversion desalination plant at Kavaratti in Lakshadweep, powered by about 65 kW power generated from OTEC. Source: https://www.ibef.org/download/1745210812_Infrastructure-February-2025.pdf Overview of Roads and Highway Industry Road network in India is sub-divided into three categories 151Strong momentum in expansion of roadways Date Description December 2024 The government has established a provisional target of constructing 10,421 km of national highways in FY25, reflecting a 15% decrease from last year's achievement due to delays in state clearances caused by the extended election process. April 2024 In FY24 approximately 12,349 km of National Highways have been constructed. August 2023 In FY24 (until July), cumulatively, 2,670 km of National Highways have been constructed and has been 1,125 km awarded. May 2023 In FY23, the Ministry of Road Transport and Highways constructed national highways extending 10,993 kms. Feb 2023 In FY23 (until December), the Ministry of Road Transport and Highways constructed national highways extending 5,337 kms. July 2022 In FY22 (until December), the Ministry of Road Transport and Highways constructed national highways extending 5,835 kms. October 2021 The government inaugurated a national highway extending 527 kms and worth Rs. 4,075 crore (US$ 542.34 million) in Ahmednagar, Maharashtra, to boost connectivity in the state. September 2021 To transform road infrastructure in Punjab, Haryana and Rajasthan, the Indian government has planned to construct roads extending 313 kms for Rs. 11,000 crore (US$ 1.48 billion). Note: *Provisional Target Highway Construction in India (kms) Robust Indian construction equipment's • As of July, 25, 2024, India has a total of 146,145 kilometres of National Highway, while 12,349 kms of NH have been constructed in FY24. • The government has also committed to develop 27 greenfield corridors comprising expressways and access-controlled highways, spanning 9860 Kms over the next few years. This is in line with the government’s masterplan 2047 and making logistics more efficient. • With infrastructure investment set to go up, demand for construction equipment will rise further. 152• The Indian construction equipment industry, which aspires to become the world's second-largest by 2030, is believed to have grown by 25% year-on-year in FY23, surpassing 100,000-unit sales for the second year in a row. • In FY24, a total of 135,650 units of construction equipment were sold, registering an increase of 26%. • In FY22, a total of 85,385 units of construction equipment were sold. ▪ The Government’s move to cut the GST rate on construction equipment from 28% to 18% is supposed to give a boost to the industry. • Key players: - Universal Construction Machinery & Equipment - Mahindra Construction Equipment (MCE) - Volvo Construction Equipment India - ACE Construction Equipment - L&T Construction Equipment - Triton Valves Total number of construction equipment units sold Strong demand and policy support driving investment 153Government’s initiatives 1. Rural development • In the fiscal year 2023-24 (up to July), a budget of Rs. 276 crore (US$ 34.04 million) has been designated for the Pradhan Mantri Gram Sadak Yojana (PMGSY). • Under the Union Budget 2021-22, the Government of India allocated Rs. 19,000 crore (US$ 2.37 billion) for Pradhan Mantri Gram Sadak Yojana (PMGSY), a 36% rise over the earlier estimate of 2021-22. 2. Portfolios in the roads & highways sector • The NIIF has acquired Essel Devanahalli Tollway and Essel Dichpally Tollway through the NIIF master fund. These road infra-projects will be supported by Athaang Infrastructure, NIIF's proprietary road network, assisted by a team of established professionals with diverse domain expertise in the transport field. 3. Improve safety standards • In June 2024, NHAI Partners with IIIT Delhi to Improve Road safety through the implementation of Artificial Intelligence. • NHAI partners with HLL Life care Limited to enhance Incident Management Systems and aid accident victims on National Highways, improving assistance for those in need. • In October 2021, the government announced rules to improve 4. Taxes and other sops • Companies enjoy 100% tax exemption in road projects for 5 years and 30% relief over the next 5 years. • Companies have been granted a capital of up to 40% of the total project cost to enhance viability. 5. Encouragement of infrastructure debt funds (IDFs) • Government of India has set up the India Infrastructure Finance Company (IIFCL) to provide long-term funding for infrastructure projects. • Interest payment on external commercial borrowings for infrastructure are now subject to a lower withholding tax of 5% vis-a-vis 20% earlier. • IDF income is exempt from income tax. 6. Gati Shakti-National Master Plan • "The PM GatiShakti National Master Plan aims to establish comprehensive infrastructure for multimodal connectivity to link different economic zones.“ It will help Indian government launched Gati Shakti-National Master Plan, which will help lead a holistic and integrated development of infrastructure generating immense employment opportunities in the country. • The aim of the plan is to create a digital platform that would enable 16 ministries to collaborate on integrated planning and coordinated implementation of projects. The plan will also bring together departments such as railways, roads & highways and others and implementation will be done with the help of geo-satellite imaging and Big Data, land and logistics. 154• India’s Gati Shakti program has consolidated a list of 81 high impact projects, out of which road infrastructure projects were the top priority. The major highway projects include the Delhi-Mumbai expressway (1,350 kilometres), Amritsar-Jamnagar expressway (1,257 kilometres) and Saharanpur-Dehradun expressway (210 kilometres). The main aim of this program is a faster approval process which can be done through the Gati shakti portal and digitized the approval process completely. • PM Gati Shakti has assessed over 208 major infrastructure projects valued at more than US$ 180 billion, addressing 156 critical gaps in infrastructure, particularly in last-mile connectivity for sectors like coal, steel, fertilizers, and food distribution. Policy initiatives 1. Bhoomi Rashi • The portal accelerates the process of publication of notifications for land acquisition. • It has been useful in reducing the time taken for providing notification regarding approval and publication of land acquisition. 2. Bidder Information Management System (BIMS) • BIMS is a database that provides information about bidders’ basic details, civil works experience, cash accruals and network, annual turnover, etc. • This portal will enable objective and transparent evaluation which will accelerate project implementation. 3. Central Road and Infrastucuture Fund (CRF) • In the Union Budget 2022-23, government has planned for an increase in allocation for the central road fund by 19%, the total fund was Rs. 2,95,150 crore (US$ 38.86 million). 4. Goods and Services Tax (GST) • The GST on construction equipment has been reduced to 18% from 28%, which is expected to give a boost to infrastructure development in the country. 5. Investment in roads and other infrastructure • CareEdge Ratings estimates that India will require additional infrastructure investment of US$ 18-20 trillion in the next 25 years to become a US$ 25-30 trillion economy by FY47. • The Cabinet Committee on Economic Affairs, has given the approval for the development of eight key National High-Speed Corridor projects, spanning a total length of 936 km, with an investment of Rs. 50,655 crore (US$ 6.09 billion) nationwide. • In August 2022, Minister for Road Transport and Highways Mr. Nitin Gadkari stated that the ministry is planning to launch a new model for small investors in invest in infrastructure. 6. Bharatmala Pariyojana Project • A total length of 24,800 kms in road projects have been proposed to be constructed with an estimated outlay of Rs. 5.35 trillion (US$ 74.15 billion) under Bharatmala Pariyojana Phase-I. 155• NHAI will consider only those projects that require minimal land acquisition worth Rs. 3 trillion (US$ 42.92 billion) under Bharatmala Pariyojana scheme. • A total of 65,000 kms of roads and highways are to be constructed under Bharatmala Pariyojana. Prospects for the road sector • Mr. Nitin Gadkari, the Union Minister for Road Transport and Highways, informed that under “Parvatmala Pariyojana”, the Government of India plans to develop 250+ projects with a Ropeway length of 1,200+ km over five years. • In FY25 (up to December), the Ministry of Road Transport and National Highways awarded a total length of 3,100 kms. • In FY22, the Ministry of Road Transport and Highways awarded road projects with a total length of 12,731 kms. • A total of 600+ sites are planned to be awarded by 2024-25 of which 144 Wayside Amenities (WSAs) have already been awarded. • The National Highways Authority of India (NHAI) is expected to award projects worth ~Rs. 2.25 lakh crore (US$ 30.3 billion) with a total length of ~5,000 kms in FY22. Note: *Until December 2024 Source: https://www.ibef.org/download/1744283427_Roads-February-2025.pdf THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 156OUR BUSINESS Some of the information in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read “Forward - Looking Statements” on page 32 for a discussion of the risks and uncertainties related to those statements. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Also read “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 45 and 278, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the twelve months ended March 31 of that year. We have, in this Red Herring Prospectus, included various operational and financial performance indicators, some of which may not be derived from our Restated Consolidated Financial Statements, and may not have been subjected to an audit or review by our Statutory Auditor. For further information, see “Financial Information” on page 249.. The manner in which such operational and financial performance indicators are calculated and presented, and the assumptions and estimates used in such calculation, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial Statements and other information relating to our business and operations included in this Red Herring Prospectus. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Consolidated Financial Statements included in this Red Herring Prospectus. Unless otherwise indicated or the context otherwise requires, in this section, references to “we” or “us” mean Srinibas Pradhan Constructions Limited. For further information, relating to various defined terms used in our business operations, see “Definitions and Abbreviations” on page 01. Unless stated otherwise, industry and market data used in this section has been obtained or derived from publicly available information as well as industry publications and other sources for more information, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation” on page 30. OVERVIEW OF OUR COMPANY The genesis of our construction business traces back to the year 2001 when Srinibas Pradhan, the Promoter of our Company, embarked on a journey in the construction industry by establishing his proprietorship firm under the name "M/s Srinibas Pradhan". Initially focused on small-scale construction services within the jurisdiction of Urban Local Bodies and the Block Development Department, the firm gradually expanded its operations and scope of work.. The pivotal transition occurred in 2008 when M/s Srinibas Pradhan officially registered with the Works Department of the Government of Odisha. Subsequently, the proprietorship diversified its portfolio, undertaking various small-scale civil projects encompassing roads, buildings, and bridges. Progressively advancing, the proprietorship extended its capabilities, participating in tenders through e-procurement platforms for diverse entities, including Odisha State Government, State and Central PSUs, and corporate entities. From the period spanning 2011 to 2020, M/s Srinibas Pradhan significantly expanded its construction activities, delving into multi-storied buildings, steel structures, major district roads, high-level bridges, factories, and residential quarters. Recognizing the need for operational refinement, Srinibas Pradhan Constructions Private Limited was established on September 25, 2020. To centralize and consolidate our operations within a cohesive corporate framework, we established Srinibas Pradhan Infra Private Limited (SPIPL) in January 16, 2024. Further, SPIPL has taken over the entire business of M/s Srinibas Pradhan (Proprietorship Firm) by passing the shareholder approval at an Extra-ordinary General Meeting held on March 11, 2024. The entire business of Proprietorship Firm was transferred to SPIPL due to the following reasons: 1. The Proprietorship Firm was primarily engaged with Public Sector Undertakings and Government contracts, having 23 years of experience in executing construction projects including dedicated to government projects. To participate 157in government tenders, an entity must demonstrate prior experience and meet specific qualification criteria to compete for government tender. Consequently, the government permits firms to convert into companies, stipulating the formation of a new entity rather than merging into an existing company. While this requirement is not explicitly stated in law, it is treated as a standard practice. 2. The Proprietorship Firm, M/s Srinibas Pradhan, held Class A P.W.D. Contractors Registration Certificate that could not be transferred to our Company since our Company already possessed our own Class B P.W.D. Contractors Registration Certificate. This situation necessitated the establishment of Srinibas Pradhan Infra Private Limited, which has now acquired the entire business of the proprietorship firm. 3. The proprietorship firm , with a PWD Contractor’s License, was eligible to bid for tenders requiring 10 to 15 years of contractor registration. To preserve this critical qualification and maintain eligibility for such tenders, our Promoters decided to transition the proprietorship firm into a newly incorporated company. While SPCL holds its own contractor’s license, our Promoters strategically established a private limited company, which is now a wholly- owned subsidiary of our Company. This approach enables us to leverage the wholly-owned subsidiary’s extensive experience, ensuring we maintain our competitive edge and continued eligibility for tenders in the infrastructure and construction sectors. As on the date of the Red Herring Prospectus, our Company owns 100% of the paid up share capital of Srinibas Pradhan Infra Private Limited making it a Wholly-Owned Subsidiary. BUSINESS We are engaged in infrastructure development across various domains, with a primary focus on Roads and Highways, including Rural, Major District, and Urban roads. We utilize a range of materials such as Aggregate, Sand, Tar, and Cement to ensure durable and reliable construction. In addition to roads, we focus on construction of Bridges and Steel Structures, both for bridges and sheds. Our Civil Construction Services encompass a wide spectrum, from Foundations and Superstructures to Multi-Storied Structures, Factories, and Industrial Facilities. We engage in competitive bidding processes by participating in tenders/bids/quotations and complete the process for getting contracts/work orders for diverse projects in the State of Odisha, such as Roads, Bridges, Irrigation & Canals, Civil, and Industrial construction. Our Company operates in the State of Odisha and holds P.W.D. Contractors Registration Certificate as a ‘B’ Class contractor, enabling us to participate in tenders in the region. Additionally, our wholly-owned subsidiary holds P.W.D. Contractors Registration Certificate as an ‘A’ Class contractor, enabling us to participate in higher value tenders. Solutions Offered 158SERVICE WISE REVENUE BIFURCATION The following table presents the service wise revenue bifurcation for the last 3 Financial year and the stub period ended September 30, 2025. (Rs. In Lakhs) September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23 % of % of % of % of S. Particulars Revenue Revenue Revenue Revenue No. Amount Amount Amount Amount from from from from Operations Operations Operations Operations Construction 1. of Road & 3386.14 74.28 6,299.04 70.23 1239.60 35.15 55.49 2.11 Bridges Construction of Industrial 2. 989.13 21.70 2,136.17 23.82 1489.38 42.22 2130.85 80.87 Building and others Annual Maintenance 3. 122.76 2.69 495.32 5.53 679.09 19.26 422.41 16.03 and Other Operations Rental Income 4. 60.67 1.33 37.95 0.42 118.87 3.37 26.13 0.99 from Machinery TOTAL 4558.70 100.00 8,968.47 100.00 3526.94 100.00 2634.88 100.00 Revenue Contribution from Government and Others The following table presents the percentage wise revenue contribution from government and others: (Rs. In Lakhs) September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23 % of % of % of % of S. Particulars Revenue Revenue Revenue Revenue No. Amount Amount Amount Amount from from from from Operations Operations Operations Operations 1. Government* 876.13 19.22 790.26 8.81 169.41 4.80 0.00 0.00 2. Others# 3682.57 80.78 8,178.21 91.19 3357.53 95.20 2,634.88 100.00 TOTAL 4558.70 100.00 8,968.47 100.00 3,526.94 100.00 2,634.88 100.00 *Government includes Public Sector Undertakings (PSUs). #Other include individual(s), firms(s), private companies etc. Revenue Contribution from direct contracts and sub-contracted contracts The following table presents the percentage wise revenue contribution from direct contracts and sub-contracted contracts: 159(Rs. In Lakhs) September 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23 % of % of % of % of S. Particulars Revenue Revenue Revenue Revenue No. Amount Amount Amount Amount from from from from Operations Operations Operations Operations Direct 2287.71 50.18 1. 4,875.63 54.36 1313.37 37.24 773.73 29.36 contracts Sub- 2270.99 49.82 2. 4,092.84 45.64 2213.57 62.76 1861.15 70.64 contracts TOTAL 4558.70 100.00 8,968.47 100.00 3,526.94 100.00 2,634.88 100.00 Laboratory Testing Our Company establishes on-site Civil Engineering laboratories, which play an important role in ensuring quality control measures throughout construction projects. The primary objective of our on-site Civil Engineering laboratories is conducting tests on various materials utilized in construction activities. These materials encompass a broad spectrum, including but not limited to bricks, asphalt, aggregate, and concrete. By subjecting these materials to testing protocols, we can gain valuable insights into their properties, strength, and suitability for specific project requirements. One of the key aspects of our laboratory is the facilitation of structural integrity assessments. These assessments are indispensable for evaluating the stability and load-bearing capacity of structures, ensuring compliance with the client’s requirements. Through the testing methodologies, we can identify potential weaknesses or defects in construction materials, enabling pre-emptive measures to be taken to address any underlying issues. Geotechnical investigations represent another critical area where our on-site laboratories excel. These investigations involve analyzing soil and rock samples to assess their suitability for construction projects, determine bearing capacities, and mitigate risks associated with geological factors. To support these testing and analysis capabilities, we install a range of equipments at the on-site laboratories. Some of the equipment includes but is not limited to: Sr. Name of Capacity Description Photo No. Equipment 2000KN CTM Hydraulic Concrete Compressive Strength Test Machine. This compression testing machine is mainly used for 1 CTM 2000 KN the compression strength test of brick, stone, cement, concrete and other building materials, and also for the mechanical properties test of other materials. Digital Laboratory balances are normally used to measure 2 Weight 30 Kg the weight or mass of an object to a very high degree Balance of accuracy. 160Sr. Name of Capacity Description Photo No. Equipment Digital Weight Balance are used to accurately determine the mass or weight of an item or substance within a specific weight range and to a particular readability. They are used to measure the weight of Digital smaller amounts of substances in grams, milligrams, 3 Weight 600 gm or micrograms. Balance Thermostatic Controller of Hot air oven is used to dry the solids and make them 4 300 °C Hot Air Oven moisture free in order to prevent the compound from (300 ◦c) degradation because of moisture. The liquid limit is the moisture content at which the groove, formed by a standard tool into the sample of soil taken in the standard cup, closes for 10 mm on Liquid Limit being given 25 blows in a standard manner. This is 5 Apparatus the limiting moisture content at which the cohesive soil passes from liquid state to plastic state. The SCA consists of a metallic mould in the form of a frustum of a cone having the internal dimensions as: Bottom diameter: 20 cm, Top diameter : 10 cm, Height : 30 cm and the thickness of the metallic sheet for the mould should not be thinner than 1.6 mm. Slump Cone 6 The concrete slump test measures the consistency of Apparatus fresh concrete before it sets. It is performed to check the workability of freshly made concrete, and therefore the ease with which concrete flows. It can also be used as an indicator of an improperly mixed batch. 161Sr. Name of Capacity Description Photo No. Equipment CBR is the ratio expressed in percentage of force per unit area required to penetrate a soil mass with a standard circular plunger of 50 mm diameter at the rate of 1.25 mm/min to that required for CBR corresponding penetration in a standard material. 7 Machine 150 KN Apparatus The ratio is usually determined for penetration of 2.5 and 5 mm. When the ratio at 5 mm is consistently higher than that at 2.5 mm, the ratio at 5 mm is used. The top of the MDD mold consist of two 2-inch height collar which is removable. The soil is added into the mold in three layers, each layer undergoing 25 blows. This is carried out by means of a 5.5 pound rammer falling from a height of 12 inches. 8 MDD Mould The soil moisture content and the degree of maximum dry density (MDD) to which the soil is prepared to be compacted maintain a definite relationship. The Optimum moisture content (OMC) is the moisture content at which the soil attains maximum dry density. This OMC value is with respect to the specific amount of compaction energy applied to the soil. Core cutter mould is made of steel 100mm dia. x 130mm long with steel Dolly 25 mm high and 100 mm dia. Rammer is cylindrical core cutter made of steel, 127.3 mm long and 100 mm internal diameter. Steel Dolly, 25 mm high. Core Cutter 9 Apparatus The core cutter method is a test used to determine the in-situ dry density of soil. It is only used in fine- grained cohesive soils without stones. The test requires cylindrical core cutters about 130 mm long and 100 mm in diameter. Aggregate Impact Test is conducted to determine the toughness of the aggregates. For testing, the specimen passing through 12.5 mm sieve but Aggregate retained on 10 mm sieve is filled in 3 layers with 25 10 Impact Value time stamping on each layer and then hammer of Machine 13.5 to 14 kg is dropped freely from a height of 38 cm for 15 blows. 162Sr. Name of Capacity Description Photo No. Equipment Concrete Cube Mould are use for making Concrete Cubes which are use for preparation of concrete 150x150 Concrete cube specimens of high strength materials for 11 x150 Cube Mould compression testing. mm The Flakiness Index of aggregates is the percentage by weight of particles whose least dimension (thickness) is less than 0.6 times their mean Flakiness & dimension. The Elongation Index of aggregates is 12 Elongation the percentage by weight of particles whose greatest Gauge dimension (length) is greater than 1.8 times their mean dimension. Comprises a 1 kg glass jar with brass cone, locking ring and rubber seal. 13 Pycnometer Useful to determine specific gravity of clays, sand and gravel of size smaller than 10 mm. This is used for the in-place determination of the dry density of natural or compact soil containing stones, Sand Pouring fine, medium grained soils for layer exceeding 15 14 Cylinder cm but not exceeding 25cm thickness. (150mm) Sieve analysis is the traditional and most used method to measure particle size distribution. 15 IS GI Sieve 450 Dia Galvanized iron sieves are used in laboratories to classify and determine the particle size of powders, bulk particles, and suspensions. Brass sieves are made with a brass frame and stainless-steel woven wire mesh. IS Brass 16 200 Dia Sieve Brass sieves are a common requirement in laboratories and are used for sieving a variety of materials, including: Aggregate, and Sand soil. 163Sr. Name of Capacity Description Photo No. Equipment An Auger is a versatile drilling tool used across industries—from wood working and agriculture to mining for boring holes, moving material, or 17. Auger sampling soil and rock. Its helical screw design allows efficient cutting, lifting, and removal of material with minimal effort A “bitumen pan mixture” generally refers to laboratory or small scale equipment used to prepare asphalt/bitumen mixes in a controlled Bitumin Pan 18. environment. It is commonly used in road Mixture construction research, quality testing, and small batch production of asphalt mixtures A Hot Air Oven with dimensions 900×600×600 mm is a medium to large laboratory/ industrial oven used for dry heat sterilization, drying, and material testing. It typically has a chamber capacity of about 19. Hot air oven 324 liters, operates in the range of 50–250 °C (sometimes upto 300 °C), and is widely used in pharmaceutical labs, food processing and construction material testing The Marshall Compactor with Rotating Base is a laboratory machine used to prepare asphalt Marshal specimens for the Marshall Stability and Flow Test. 20. Compactor & The rotating base ensures uniform compaction by Rotating Base automatically turning the mold after each hammer blow, producing consistent, high-quality test samples The Marshall Stability Testing Machine is a standard civil engineering lab instrument used to Marshal evaluate the strength and flow properties of Stability 21. bituminous(asphalt) mixes. It applies a compressive Testing load to cylindrical specimens until failure helping Machine determine the stability and durability of road construction materials A Vacuum Pycnometer is a laboratory device used to determine the theoretical maximum specific gravity (Rice Test) of asphalt mixtures. It works by Vacum 22. applying a vacuum to remove air voids from the Pycnometer sample ensuring accurate density measurements essential for road construction quality control 164Project Life Cycle 1. Identification of Tenders / Opportunity The process of identifying tenders and opportunities starts with a proactive approach towards gathering information from various sources. This includes regularly monitoring government portals where public tenders are listed. These portals provide a wealth of information regarding upcoming projects, their scopes, deadlines, and eligibility criteria. Additionally, staying updated with industry publications, newsletters, and online platforms helps in identifying trends, market demands, and potential collaborations or partnerships. Networking plays a vital role in this stage as wellBuilding relationships with decision-makers, project owners, and procurement officers can provide valuable insights into future tender opportunities and increase our Company's visibility within the industry. Market research is another essential component of tender identification. This involves analyzing market trends, competitor activities, and customer needs to identify gaps where our Company's expertise and capabilities can add value. By understanding the market demand, technological advancements, regulatory changes, and customer preferences, our Company can tailor its approach towards pursuing relevant tenders that align with its strategic objectives and core competencies. 2. Pre-Bidding Stage Once potential tenders or opportunities are identified, the pre-bidding stage kicks in, marking the initial phase of assessing the feasibility and alignment of the project with our Company's capabilities and goals. This stage is critical as it determines whether to invest time, resources, and effort in pursuing the opportunity further. During the pre-bidding stage, a detailed analysis of the tender documentation is conducted. This includes reviewing the scope of work, technical specifications, legal and contractual requirements, project timelines, budget constraints, and any specific conditions or criteria set by the tendering authority. Apart from technical aspects, the pre-bidding stage also involves assessing the commercial viability of the project. This includes evaluating factors such as market rates, pricing strategies, profitability margins, potential risks, and the overall return on investment (ROI). Project managers perform cost-benefit analyses, considering factors like labour costs, material sourcing, subcontracting, and overhead expenses. Moreover, the pre-bidding stage serves as an opportunity to conduct site visits or feasibility studies, especially for construction and infrastructure projects. Assessing site conditions, environmental impact, logistical challenges, and resource availability provides valuable insights for preparing a realistic bid and anticipating potential hurdles during project execution. 3. Tender Types We focus on the below listed type of tenders: • Open Tenders: These are publicly advertised tenders where any qualified bidder can submit a proposal. They are generally transparent and promote fair competition within the industry. 165• Selective Tenders: In contrast, selective tenders are invitation-only bids. Companies are invited based on their qualifications, expertise, and past performance. This type of tender allows for a more targeted approach and often involves prequalification criteria. • Negotiated Tenders: Sometimes, direct negotiations occur for a contract. These negotiations can be based on various factors such as unique expertise, long-term relationships, or specialized services. • Two-Stage Tenders: This approach involves a prequalification stage followed by the actual tender submission. It allows for initial assessment of bidders' capabilities before committing to a full bid process. For our Company, understanding these tender types helps us align our resources, expertise, and strategies accordingly. 4. Preparation of Costing The process of preparing costing for a tender is intricate and requires a systematic approach: • Project Scope Breakdown: Our team carefully dissect the project scope into manageable tasks. This includes defining milestones, deliverables, timelines, and any specific requirements outlined in the tender documentation. • Resource Estimation: Estimating resources involves calculating the labour hours, material quantities, and equipment needs for each task. This requires collaboration between project managers, engineers, procurement specialists, and other relevant stakeholders. • Overhead and Indirect Costs: Beyond direct project costs, we factor in overhead expenses such as administrative costs, utilities, insurance, and other indirect expenses that contribute to the overall project budget. • Pricing Strategies: Applying appropriate pricing strategies is essential to ensure competitiveness while maintaining profitability. This may involve cost-plus pricing, competitive pricing analysis, value-based pricing, or other tailored approaches based on market dynamics and client expectations. 5. Evaluation of Costing Once the costing is prepared, it undergoes a rigorous evaluation process to ensure its accuracy and competitiveness: • Internal Review: Our internal team reviews the costing details meticulously. They check for accuracy in calculations, completeness in scope coverage, compliance with tender requirements, and alignment with strategic goals. • Validation and Adjustments: Any discrepancies or areas needing refinement are addressed during this phase. This may involve revisiting resource estimates, refining pricing strategies, negotiating with suppliers for better rates, or optimizing project plans to enhance cost-efficiency. • Competitiveness Analysis: We conduct comparative analyses to benchmark our costing against industry standards, competitor bids (if available), and client expectations. This analysis helps us fine-tune our bid to be both competitive and compelling in the marketplace. • Risk Assessment: Costing evaluation also includes a comprehensive risk assessment to identify potential cost overruns, supply chain risks, market fluctuations, regulatory impacts, and other factors that could impact project profitability. Mitigation strategies are then devised to manage these risks proactively. 6. Approval for Bidding Once the costing is thoroughly reviewed, validated, and aligned with our strategic objectives, it undergoes an approval process before the bid is formally submitted. This approval is a crucial checkpoint to ensure that the bid proposal is comprehensive, competitive, and in line with our Company's capabilities and goals. • Internal Review: The costing and bid proposal are reviewed by internal stakeholders such as Executive Director(s), finance teams, and project managers. This review ensures that all aspects of the bid, including pricing, terms and conditions, risk assessments, and compliance considerations, are thoroughly examined. • Resource Allocation and Risk Mitigation: Approval for bidding involves assessing resource allocation for the project, including manpower, financial resources, and infrastructure requirements. It also entails identifying and mitigating potential risks associated with the project, such as technical challenges, regulatory compliance, or supply chain disruptions. 1667. Submission of Bids The submission of bids is a critical step that requires meticulous preparation and adherence to the tender requirements and deadlines. This stage involves several key activities: • Bid Document Preparation: Our teams work collaboratively to prepare all necessary bid documents, including technical proposals detailing our approach to fulfilling the project requirements, commercial proposals outlining pricing structures and payment terms, financial information demonstrating our financial stability and capability, and any other documentation required by the tendering authority. • Quality Assurance: Before submission, the bid documents undergo a comprehensive quality assurance process to ensure accuracy, completeness, and compliance with the tender specifications. This may involve multiple rounds of reviews and revisions to fine-tune the proposal and address any feedback or concerns identified during the internal review process. • Timely Submission: Meeting the submission deadline is critical to maintaining our credibility and competitiveness in the bidding process. Our teams coordinate closely to ensure that all documents are submitted in the prescribed format and within the specified timeframe, taking into account any potential logistical challenges. 8. Post Award Stage The post-award stage encompasses actions taken after the tender outcome is known, whether our bid is successful or not: • Successful Bid: If our bid is successful, we proceed with close collaborations with the client to ensure a smooth transition from bidding to project execution while adhering to contractual obligations and timelines. • Unsuccessful Bid: In the event of an unsuccessful bid, we seek feedback from the tendering authority or client to understand areas of improvement. This feedback is valuable for refining our bidding strategies, addressing weaknesses, and enhancing our competitiveness in future tenders. We may also evaluate alternative opportunities or adjust our approach based on market dynamics and lessons learned from the bidding experience. Process of Securing Private Contracts 1. Identify Opportunities – We stay updated on upcoming projects in the infrastructure and civil construction sectors by maintaining communication with stakeholders such as project engineers, project engineers consultants, suppliers and private company staff who are involved in planning, managing, or making decisions about construction activities. 2. Build Relationships – Establish connections with decision-makers such as project engineers, consultants, and officials. 3. Engage Directly – The Managing Director and Whole-Time Director personally meet potential clients to discuss projects. 4. Present Capabilities – During meetings, explain the company’s expertise, technical strengths, past experience, and ability to deliver results. 5. Showcase Value Addition – Highlight how the company can benefit the client’s project in terms of efficiency, quality, and reliability. 6. Maintain Trust – Strengthen reputation through consistent communication and relationship building. 7. Secure Contracts – Convert discussions and relationships into formal contracts by aligning company strengths with client requirements. 167RAW MATERIALS We source our raw materials only from domestic sources. Major raw materials used for our business operations such as Ash Bricks, Steel, Cement and Chips. We usually do not enter into long-term supply contracts with any of our raw material suppliers and typically source raw materials from third-party suppliers. The purchase price of our raw materials generally follows market prices. We typically purchase raw materials based on the historical levels of sales, actual sales orders on hand and the anticipated production requirements taking into consideration any expected fluctuation in raw material prices and delivery delay. Procurement Life Cycle The procurement process plays a crucial role in the smooth functioning of our Company, ensuring that we have the necessary materials and goods to operate efficiently. We undertake the below procurement process: 1. Identifying Need: This initial step sets the groundwork for the entire process. It involves analyzing current inventory levels and project requirements to determine what items are required to meet a project’s requirements. 2. Request for Quotation (RFQ) or Request for Proposal (RFP): Here, the procurement department communicates its requirements to existing / potential suppliers. An RFQ is used for straightforward, standardized items, while an RFP is more suitable for complex or customized needs. This step sets the stage for supplier engagement and competitive bidding. 3. Supplier Selection: After receiving responses to the RFQ or RFP, the procurement team evaluates suppliers based on multiple criteria, including cost, quality, reliability, and compliance. This step ensures that the chosen suppliers can meet our Company's standards and expectations. 4. Negotiation: Negotiating terms and conditions includes discussing pricing, delivery schedules, payment terms and other contractual aspects. Effective negotiation can lead to favourable agreements that benefit both parties. 5. Purchase Systems: Once negotiations are finalized, the procurement department initiates the purchasing process through formal purchase orders (POs) or contracts. These documents detail the agreed-upon terms and authorize the supplier to fulfill the order. 6. Order Fulfilment: Suppliers fulfil the orders by delivering the requested materials, goods, or services according to the terms specified in the PO or contract. Timely and accurate fulfilment is essential to meet operational timelines and project demands. 7. Receipt and Inspection: Upon receiving the goods, the receiving department inspects them to ensure they meet quality and specification standards. Any discrepancies or issues are reported back to the procurement team for resolution with the supplier. 8. Invoice Processing and Payment: Invoices from suppliers are processed based on the agreed-upon payment terms. This step involves verifying that the delivered goods or services match the PO or contract terms before releasing payment. 9. Supplier Performance Evaluation: Post-transaction, the procurement department assesses supplier performance. This evaluation considers factors such as delivery punctuality, product/service quality, responsiveness to inquiries, and adherence to contractual terms. Positive performance may lead to continued partnerships, while issues may necessitate corrective actions or re-evaluation of supplier relationships. 168In addition to these steps, technology tools such as procurement software and ERP systems play a vital role in our Company for streamlining operations, improving transparency, and facilitating data-driven decision-making throughout the procurement lifecycle. ORDER BOOK Our Order Book as on a particular date consists of contract value of new projects, unexecuted or uncompleted portions of our ongoing projects, i.e., the total contract value of ongoing projects as reduced by the value of construction work billed till February 15, 2026. The consolidated Order Book of our Company and the Wholly-Owned Subsidiary is Rs. 18,406.95 Lakhs as on February 15 , 2026. The following table sets forth the break-up of the Order Book of our Company: (Amount in Rs. In Lakhs) Percentage Balance Total Amount of Work billing/Work in Tentative Gross S. No. Name of work Billed upto Feb Completed hand Completion Amount 15, 2026 as of Date* Feb 15, 2026 Balance works of MUWPH, Forebay, Transition zone and Intake 1. channel, Internal 3951.72 55.86 Road & drain 2207.55 1744.17 31.08.2026 etc,and Make Up Water System work package NTPC Darlipali STPP Construction of CHC Building at Kaniha in Anugul 2. 1257.19 0.00 0.00 1257.19 08.10.2026 District Under Health action Plan 2023-24 Construction of New Wind barrier System around New Proposed 3. 0.00 0.00 Coal Stock near Z- 415.83 415.83 30.10.2026 patch at KOCP under kaniha Area "MCL” Civil work for 197.83 4. 56nos D type 746.27 26.51 548.43 25.07.2026 House_ Ph-7 JCB Operation in 16.24 5. 30.00 54.12 13.76 31.12.2026 Basic (3 Shift) 6. AMC PLANT 35.13 18.94 53.90 16.20 31.12.2026 Civil Work for 7. 22.38 0.00 0.00 22.38 31.03.2026 Contractor Shed 169Percentage Balance Total Amount of Work billing/Work in Tentative Gross S. No. Name of work Billed upto Feb Completed hand Completion Amount 15, 2026 as of Date* Feb 15, 2026 GMPC-Belpahar 8 to Jharsuguda 14.64 0.40 2.74 14.24 31.10.2026 Hyva Transport Repairing of Drain 9 from Diesel tank to 33.40 3.13 9.37 30.27 31.08.2026 MONO BINDER Major Maintenace & Repair (MMR) work by providing complete overlay 868.83 110 4588.66 3,719.83 81.07 31.03.2026 in project stretch starting from Ch:73+000 to Ch:103+000 Improvement of road from Chantipali to State 111. 176.92 148.04 83.68 28.88 30.04.2026 Border under MMSY-CMRL for the year 2024-25 Hiring of 112. 40.80 13.60 33.33 27.20 excavator PC200 31.12.2026 Repairing work 13. 5.97 4.54 76.01 1.43 31.03.2026 inside plant Floor repairing at 14 old Mono near 2.05 2.00 97.71 0.05 31.03.2026 M500 Road Concreting at 15 1.37 1.17 85.37 0.20 31.03.2026 AG Ring Road Repairing work 16 5.01 4.20 83.82 0.81 31.03.2026 near D.G Renovation of public toilet near 17 1.53 - 0.00 1.53 31.07.2026 rengali police station Civil works at 18 3.32 2.15 64.95 1.16 31.03.2026 Dolomite DE Area Repairing works at 19 2.38 2.29 96.37 0.09 31.03.2026 THC Const. of Kalyan 20 Mandap at 6.93 - 0.00 6.93 29.09.2026 Sidarpada Civil work for RH 21 5.95 3.91 65.81 2.03 31.03.2026 Snorkel plant Civil work for 22 Dolo Driling 4.12 2.76 66.94 1.36 31.03.2026 Room 170Percentage Balance Total Amount of Work billing/Work in Tentative Gross S. No. Name of work Billed upto Feb Completed hand Completion Amount 15, 2026 as of Date* Feb 15, 2026 General civil 23 contract work at 146.75 25.25 17.20 121.51 15.10.2026 diff. sites Flooring work for 24 MAG-C along 99.91 87.69 87.77 12.22 31.03.2026 with bof bricks. Civil repairing 25 22.79 - 0.00 22.79 31.08.2026 work plant Civil & Other related Works of 4 Nos Buildings (MCC-2, Grizzly Hopper Pit, Crush 26 house Building and 419.21 128.21 30.56 291.09 31.10.2026 Ball mill Building) at OPGC, Jharsuguda, Odisha Project as per below details. FCP Shot Blasting 27 7.72 1.74 22.60 5.97 28.02.2026 foundation Works Civil work for 28 11.87 3.19 26.86 8.68 30.06.2026 mould shop Const. Boundary 29 Wall Work at 24.53 20.38 83.09 4.15 31.03.2026 EMCL Const. RCC Drain 30 Inside Plant of 20.72 12.33 59.48 8.40 30.06.2026 EMCL Cons. Of Road from Kechhobahal 31. 236.78 - 0.00 236.78 04/07/2026 to Sundargarh Boarder Cons. Of Road 32. from Bhundupali 125.09 - 0.00 125.09 10/07/2026 to CG Boarder 12466.91 6627.28 5839.63 Total *Tentative Completion date means the tentative target date of completion. 171The following table sets forth the break-up of the Order Book of our Wholly-Owned Subsidiary: (Amount in Rs. In Lakhs) Percentage Total Amount of Work Balance S. Gross Received upto Completed Tentative Name of work 1 billing/Work in No. Amount February 15, as of Completion Date 2 hand 2026 February 15, 2026 Construction of 100 Seated 1. 346.83 145.43 Girl's Hostel At Lakhanpur 41.93 201.40 31.03.2026 Construction of H.L Bridge 2. Over Ustali River At 756.79 160.17 21.16 596.62 30.04.2026 23/705Km On Kundukela Construction of H.L Bridge Over Sason Canal At 6/670Km on Sason at 3. Kamal Chowk to 362.61 257.75 71.08 104.86 31.03.2026 Bishalkhinda- Nuamunda chowk Road in the District of Sambalpur Improvement road from Belpahar Shani Mandir To 4. Chhualiberna at Ch. 0/000 404.62 396.94 98.10 7.68 28.02.2026 Km to 1/600 Km in the district of Jharsuguda Construction of bridge over jammu nallah Tengnamal 5. 560.63 158.45 28.26 402.18 31.07.2026 To Lipaspali PS Road in the district of Jharsuguda Construction of H.L. Bridge over "Sankumudi" 6. 481.63 19.77 4.11 461.85 31.07.2026 River at 37/300 km on Patnagarh-Padampur road Raising of embankment 7. 1834.11 1428.70 77.90 405.41 31.03.2026 height for ash pond PR-SNG-02 in the dist. Of 8. 199.70 71.64 35.88 128.06 Sundargar 31.03.2026 Improvement of NH-200 to Grindola Road in the 9. 596.85 390.14 65.37 206.70 31.08.2026 district of Jharsuguda under MMSY Raising of embankment 10. 396.28 47.71 12.04 348.57 31.03.2026 height for ash pond Total 5,940.04 3076.71 2863.33 Note: 1. The work originally assigned to the erstwhile, M/s Srinibas Pradhan (Proprietorship) has now been taken over by our Wholly-owned Subsidiary, Srinibas Pradhan Infra Private Limited (SPIPL). SPIPL acquired M/s Srinibas Pradhan (Proprietorship) through an Extraordinary General Meeting held on March 11, 2024, and is currently in the process of updating the work orders to formally designate SPIPL as the responsible entity. 2. Tentative Completion date means the tentative target date of completion. 172PROJECTS COMPLETED BY SPCL AND SPIPL IN THE PAST 3 FY AND STUB PERIOD Projects completed by Our Company in last 3 Financial year and till September 30, 2025 are detailed below:- Value of work Sl Particulars of the Date of Date of Executed Date of Award No Project Commencement completion (excluding O&M) Rs. Lakhs) FY 2022-23 Construction of Raw Matrial Warehouse of 1 5000001370 dt. 21.12.2021 21.12.2021 31.08.2022 293.39 Storage Capacity:24000MT Different Civil work (21 Activities for providing Basic APCON/MCL/LKP/DCW/WO/27 2 amenities for R&R 15.12.2021 04.02.2023 891.09 Dt.15.12.2021 sites Chaurimahal of LKP OCP Lakhanpur Area Total 1,184.48 FY 2023-24 Repairing of 1 4700022183 27.07.2023 27.07.2023 31.12.2023 15.3 Courtyard repairing & 2 restoration of 4700022348 09.08.2023 09.08.2023 31.12.2023 11.63 boundary & fl Repair of peripheral 3 road from WB-1 TO 4700020397 07.12.2023 07.12.2023 31.03.2024 106.20 AG PLANT Making Change room, Urinal and 4 5000001771 31.10.2023 31.10.2023 31.03.2024 22.97 Ent. Gate at TRLK Stadium Tap hole caly 5 5000001672 18.04.2023 18.04.2023 31.03.2024 41.78 expencsion P Type Staircase 6 Renovation (4 4700024107 15.03.2024 15.03.2024 31.03.2024 22.53 Buildings Major Maintenance work of (FY 23-24) 5000009912/0000005 7 from Km 4.900 to 08.05.2023 28.12.2024 3913.20 Date.08.05.2023 Km 167.900 Km at Different location HIRING OF 8 EXCAVATOR PC 4700026292 13.12.2024 13.12.2024 31.12.2024 0.59 70 Repairing of 9 4700022183 01.07.2023 01.07.2023 31.03.2024 10.53 Courtyard floor Total 4,144.73 FY 20 24-25 173Repairing of Db 1 periphery boundary 4700025103 22.07.2024 22.07.2024 31.10.2024 12.54 wall Revamping of 2 Dolomite Settling 4700024814 11.06.2024 11.06.2024 31.08.2024 2.39 tank 3 Civil work of Robot 5000001887 21.05.2024 21.05.2024 31.08.2024 6.00 Const of horticulture 4 5000001880 29.04.2024 29.04.2024 31.07.2024 10.77 office Repairing of nallah 5 4700024376 15.04.2024 15.04.2024 30.04.2024 49.24 approach road miscellaneous civil 6 5000001930 29.07.2024 29.07.2024 31.08.2024 3.01 jobs at precast. Repairing of Db 7 periphery boundary 4700025103 22.07.2024 22.07.2024 31.12.2024 12.54 wall Const of horticulture 8 5000001880 29.04.2024 29.04.2024 31.07.2024 10.77 office Repairing of Drain 9 from Diesel tank to 4700024423 26.04.2024 26.04.2024 31.08.2024 39.41 MONO BINDER E2 Toilet, E5 Tile, 10 Park Gate, Pump 4700024108 15.03.2024 15.03.2024 31.05.2024 5.66 Foun Rejuvenation and 11 development of 4700023577 15.01.2024 15.01.2024 31.05.2024 12.39 bhikampali pond S/R to RD road to 12 Negipali for the year 73 P1 of 2024-25 dt.07.02.2025 07.02.2025 09.03.2025 35.40 2024-25 Reservior Boundary 13 4700026322 20.12.2024 20.12.2024 31.03.2025 2.4 wall Painting Renovation of pond 14 at Bhikampali 4700024565 15.05.2024 15.05.2024 31.03.2025 31.65 village Hiring of Excavator 15 PC200 in Month 4700026191 03.12.2024 03.12.2024 28.02.2025 6.19 Basis 16 Roadside berm filing 4700024899 15.06.2024 15.06.2024 31.08.2024 0.85 Repairing of nallah 17 4700024376 15.04.2024 15.04.2024 30.06.2024 41.70 approach road Total 282.91 For Stub period ending September 30, 2025 Tile Fixing Work 1. Near New Basic 4700025982 01.11.2024 01.11.2024 30.07.2025 10.72 HTK* Civil repairing work 2. 4700025092 18.07.2024 18.07.2024 31.08.2025 26.88 plant* Rep & Restoration 3. of GF OPD 4700023272 14.12.2023 14.12.2023 31.05.2025 19.04 corridor* 174Stadium Gallery 4. 4700026710 20.02.2025 20.02.2025 30.06.2025 18.32 Modification MYK Micro 5. 4700026940 01.04.2025 01.04.2025 30.08.2025 3.83 Concrete* Floor repairing at 6. 4700027636 01.09.2025 01.09.2025 * 3.50 old mono near M500 For Dormitory 7. Construction for 5000002082 28-01-2025 28-01-2025 * 14.61 TRLK Hospital. Open mandap at 8. 4700025827 23-10-2024 23-10-2024 * 3.76 chuipali village 9. Roll Crusher 5000002217 24-07-2025 24-07-2025 * 2.19 10. For Site delivery 4700026457 13.01.2025 13.01.2025 * 1.49 For Boundary Wall 11. at jharsuguda SP 4700026456 13.01.2025 13.01.2025 * 2.51 Office Civil foundation 143.65 12. work for Mag-C 5000001868 15.04.2024 * plant Construction of 30mtr High Must EMCL/BANDHVAHAL/WO/25- 13. 29.01.2024 * 0.49 Light Tower Inside 26/01 29.01.2024 plant Total 250.99 *Orders completed but completion certificates are yet to be received Projects completed by Our wholly-owned subsidiary (Srinibas Pradhan Infra Private Limited) in last 3 Financial year and till 30 September 2025 are detailed below:- Value of Sl Date of Date of Date of work Executed Particulars of the Project No Award Commencement completion (excluding O&M) Rs. Lakhs) FY 2024-25 Renovation of coal dispatch road of 6600017079 1 around 5.6 km at Jamkhani Coal 10.12.2023 30.11.2024 2232.25 21.11.2023 Mine Raising of embankment Reight for 2500004417 2 16.09.2024 14.01.2025 467.60 Ash Pond* 16.09.2024 Total 2699.85 *Orders completed but completion certificates are yet to be received The following projects were completed by Mr. Srnibas Pradhan, proprietorship, prior to the incorporation of SPIPL (Srinibas Pradhan Infra Private Limited) and thereafter by SPIPL but were continued in the name of Mr. Srinibas Pradhan. 175Value of work Sl Date of Date of Executed Particulars of the Project Date of Award No Commencement completion (excluding O&M) Rs. Lakhs) FY 2022-23 Improvement to Road and CD work PMGSY-III 03 under PMGSY (MRL-25 NH-49 to 1 P1 of 2020-21 24.02.2021 07.06.2022 348.58 Chuinpali) Road Package No.OR-14- Dt.24.02.2021 84 in the district of jharsuguda Improvement to Road and CD work PMGSY-III 02 under PMGSY (MRL-04 NH-49 to 2 P1 of 2020-21 24.02.2021 07.06.2022 314.29 Kumar) Road Package No.OR-14-76 Dt.24.02.2021 in the district of jharsuguda Improvement to Road and CD work under PMGSY (MRL-18 PMGSY-III 04 3 Kumbharbandh to Ramela) Package P1 of 2020-21 24.02.2021 18.05.2022 335.61 No.OR-14-82 in the district of Dt.24.02.2021 Jharsuguda Repair and Maintenance of 4000259465- 4 Bituminous road for plant and 026-1026 23.06.2021 10.01.2023 578.49 township of NTPC Kaniha Dt.23.06.2021 Construction of Biju Pattnaik Indoor 809 P1 of 2021- Stadium (MPH) at Belpahar 5 22 29.03.2022 28.02.2023 801.11 Municipality, Belpahar in the district Dt.29.03.2022 of jharsuguda Total 2,378.08 FY 2023-24 Major Maintenance Work of Section 500000034000 1 SH-10 from Km 4.950 to 72.800 km 23.07.2021 25.04.2023 1343.68 Dt.23.07.2021 in state of Odisha Improvement to Road and C.D Work under PMGSY for the Package No.OR-14-74/PMGSY/-III (B-I) PMGSY-III 14 2 (2020-21)(MRL-14 Bandhabahal to P1 of 2021-22 08.09.2021 08.05.2023 363.24 Baragarh via, Kusraloi along with Dt.08.09.2021 Construction of Bridge over Local nalla in the district of Jharsuguda Construction of MRL09- Kholjamkani to Thebra via Bhaunrkhol along with Construction of Bridge over Kuliari PMGSY-III 16 Nallah at Ch .1.230Km on MRL09- 3 P1 of 2021-22 20.09.2021 27.07.2023 423.98 Kholjamkani to Thebra via Dt.20.09.2021 .Bhaunrkhol) in the district of jharsuguda. Package No OR -14- 80/PMGSY-III(B-II) (2021-22). Improvement to Road and C.D Work under PMGSY for the Package No.OR-14-71/PMGSY/-III (B-I) (2020-21)(Construction of MRL-24 PMGSY-III 18 NH-200 to Dapka via Kaputikra along 4 P1 of 2021-22 29.10.2021 21.09.2023 419.2 with Construction Bridge over Dt.29.10.2021 Sagarkanta Nallah at Ch.2/100 Km on MRL-09 Nh-200 to Dapka via Kaputikira road in the district of Jharsuguda Total 2,550.10 176FY 2024-25 56 P1 of 2023- Construction of PWD road to 1 24 31.01.2024 30.11.2024 472.59 Sahadera and Charmal road Dt.31.01.2024 57 P1 of 2023- Construction of PWD road to 2 24 31.01.2024 30.11.2024 458.73 Ainlajharan via jharkantapada road Dt.31.01.2024 55 P1 of 2023- Construction of OPGC road to PWD 3 24 31.01.2024 30.12.2024 427.35 Road Dt.31.01.2024 Improvement such as Widening and Stergthening of Dalgoon Brajrajanagr 903 P1 of 2023- 4 Municipality road from 0/000 km to 24 26.03.2024 15.03.2025 1662.32 8/089 km in the district of Jharsuguda Dt.16.03.2024 under state plan Total 3,020.99 For Stub period ending September 30, 2025 Improvement road from Belpahar Shani Mandir to Chhualiberna at Ch 198 P1 of 2024- 1 0/00 Km to 1/600 Km in the district 25 04.02.2025 03.08.2025 339.11 of Jharsuguda under District Mineral Dt.04.02.2025 Fund for the year 2023-24* Total 339.11 Note;- The abovementioned project completion in last 3 FY and stub period is calculated on the basis of the work order completion certificate. *Orders completed but completion certificates are yet to be received PHOTOGRAPHS OF OUR PROJECTS AND CONSTRUCTION SITES Construction of Commercial office 177Major Maintenance Work for FY 23-24 Q1 4.9 Km to 167.9 Km Construction of Check Dam and Water Pump House for Water Conservation, Forebay, Transition Zone and Intake channel, Internal Road & Drain etc, for CW and Make Up Water System SWOT ANALYSIS 178Strengths: • Established Reputation: Our experienced Promoters have been instrumental in shaping our company's success. They bring valuable industry knowledge, and leadership to the Company, which has been crucial in our growth. Since 2001, our Promoter, Mr. Srinibas Pradhan has established a strong reputation in the construction and infrastructure sector who was later joined by Mr. Ramakanta Pradhan • Experienced Workforce: The backbone of our Company lies in its team of experienced engineers. These professionals bring not only technical expertise but also a wealth of practical knowledge to project execution. Their proficiency ensures that projects are handled with precision and attention to detail, leading to a high standard of workmanship.. • Strong Backward Integration: Our core strategy hinges on the establishment of formidable backward integrations, specifically tailored to source vital materials such as bricks, sand, and various construction supplies. These integrations serve as the bedrock of our supply chain, fortifying it against disruptions while concurrently enabling us to uphold competitive pricing models without the slightest compromise on quality. • Diverse Portfolio: Our Company's ability to undertake a diverse range of projects, from small-scale initiatives to roads, bridges, dams and multi-storied buildings, demonstrates adaptability and competence. This diversity positions the company to explore various segments within the construction and infrastructure industry. Weaknesses: • Transition Challenges: The recent establishment of our wholly owned subsidiary, Srinibas Pradhan Infra Private Limited, might introduce challenges related to organizational restructuring, workflow integration, and adapting to new corporate dynamics. Strategic planning and effective change management are crucial in overcoming these hurdles. • Limited Geographic Presence: While the company has the technical capacity to work nationwide, expanding and solidifying its presence in specific geographic areas may require targeted marketing, networking, and strategic partnerships. Opportunities: • Infrastructure Development Boom: With ongoing infrastructure development initiatives at both state and national levels, our Company can capitalize on the increased demand for construction and infrastructure services. Actively monitoring government projects and aligning strategies with upcoming developments will be key. • Technological Integration: Embracing advanced construction technologies and sustainable construction practices can enhance operational efficiency, reduce costs, and provide a competitive edge in the market. • Strategic Partnerships: The Company may explore strategic partnerships or joint ventures with other construction and infrastructure firms to create opportunities for undertaking larger and more complex projects. Such collaborations could also enhance resource-sharing and expertise. At present, the Company does not have any partnership or joint venture with other entities. Threats: • Economic Downturn: Economic uncertainties and downturns can impact construction budgets, leading to a potential decrease in demand for construction services. A diversified project portfolio and financial contingency plans can help mitigate these risks. 179• Regulatory Changes: Rapid changes in government policies or regulations related to the construction and infrastructure sector may necessitate adaptability and proactive compliance measures to avoid disruptions and legal issues. • Supply Chain Disruptions: Unforeseen events, such as natural disasters or global supply chain disruptions, can affect the timely delivery of construction projects. Establishing robust contingency plans and alternative suppliers can mitigate these risks. OUR BUSINESS STRATEGIES 1. Acquire New Customers In FY 2022-23, we served 5 clients and in FY 2023-24, we expanded our customer base to 10 clients, of which 4 were repeat customers, thereby enhancing our customer portfolio. Continuing this, in FY 2024-25, we further increased our customer base. Moving forward, we will strategically acquire new customers while deepening engagement with existing ones, thereby strengthening and diversifying our customer base. 2. Strengthen Pre-Qualification Criteria for Government Contracts To secure high-value projects and maintain our competitive edge in government contracts, we will focus on completing high-value projects that enhance our qualifications. By doing so, we will increase and maintain our pre-qualification criteria, enabling us to bid for and win more substantial and impactful government projects. 3. Backward Integrations We will pursue backward integration opportunities by acquiring projects and applying for necessary licenses wherever feasible. This strategy aims to reduce the cost of raw materials and ensure their timely availability, thus enhancing our operational efficiency and cost-effectiveness. 4. Geographical Expansion To drive growth and reduce regional dependency, we plan to extend our operations beyond the State of Odisha. This geographical expansion will allow us to access new markets, increase our market share, and capitalize on diverse business opportunities across different regions. At present, our Company has not finalized the specific region(s) for expansion. FLEET & MACHINERY Over the years, our Company along with our Wholly-Owned Subsidiary have acquired a fleet of modern construction machinery and equipment to support the construction of our projects. As on date, our Company and its Wholly-Owned Subsidiary collectively operate a fleet of seventy four (74) modern construction machinery and equipment, which includes the following: Owned by our Company Name of fleet, Construction Number Use In machinery and equipment Asphalt-Mixing Plant 1 Ashphalt Mixing Backhoe Loader 6 Soil Cutting & Loading Breaker Machine 1 Rock Breaking Water Tanker 1 Water supply as well as curing Bitumin Sprayer 1 Road Construction & Maintenance 180Tower Hoist RAE60 1 Lifting materials Water Pump 18% 2 Water transfer Total 13 Owned by our Wholly-Owned Subsidiary Name of fleet, Construction Number Use In machinery and equipment * Hyva 35 Heavy Goods Carrier Backhoe Loader 2 Soil Cutting & Loading Excavator 5 Soil Cutting & Loading Concrete Pump 2 Concrete mixing and pouring Dumper 3 Heavy Goods Carrier Tandem 3 Ashphalt Road Auto Compaction Pickup Truck 1 Light Goods Carrier Vibromax 2 Soil auto compaction Soil Compactor 1 Soil compaction roadside slop area Hydra 1 Lifting work Tractor 2 Light Goods Carrier DG Set 1 Electricity Generator Car 3 Passenger Vehicle Total 61 * The assets were originally owned by M/s Srinibas Pradhan (Proprietorship) and have now been acquired by our wholly- owned Subsidiary, Srinibas Pradhan Infra Private Limited (SPIPL). This acquisition was formalized during an Extraordinary General Meeting held on March 11, 2024. Following the acquisition, all assets of the former proprietorship have been integrated into SPIPL. Furthermore, our wholly-owned Subsidiary is in the process of transferring the assets in its name in records of the relevant authorities. In addition to the above owned fleet and machinery, our Company has also hired thirty three (33) construction machinery and equipment to support the construction of our projects, as listed below: Name of fleet, Construction machinery and Usage Number equipment Batching Plant Concrete Mixing 1 Pichu plant Asphalt-Mixing Plant 1 Hyva Heavy Goods Carrier 9 Backhoe Loader Soil Cutting & Loading 3 Excavator Soil Cutting & Loading 2 Concrete Concrete Mixing & pouring 1 Tata Magic Passenger Vehicle 1 Bolero Passenger Vehicle 4 Pickup Truck Light Goods Carrier 4 Grador Soil & Road base Leveling 1 Tractor Light Goods Carrier 5 Water Tanker Water Supply as wall as Curing 1 Total 33 181Note:- We hire abovementioned vehicles from our promoter group entities. For more details please refer chapter titled ‘Related Party transaction’ on page 244 of this Red Herring Prospectus REPAIR AND MAINTENANCE Currently, we do not have any Annual Maintenance Contracts (AMC) with external service providers. Routine maintenance and minor wear-and-tear issues are managed by our in-house mechanical team to ensure uninterrupted operations. For major repairs or technical interventions, issues are escalated to the respective maintenance team of the machine supplier. Their engineers typically respond within 1 to 2 days, and when required, machinery is transported to their workshop for specialized servicing. In addition, our teams carry out periodic maintenance and repairs as per the specific requirements of each machine to ensure optimal performance. A structured maintenance schedule is followed to minimize downtime, prevent unexpected breakdowns, and improve overall operational efficiency. Photographs of our fleet and machinery: 182HUMAN RESOURCE We believe that a motivated and empowered employee base is the key to our operations and business strategy. We have developed a large pool of skilled and experienced personnel. Currently, we have 154 full time employees as on January 31, 2026. 183Our manpower is a prudent mix of the experienced and young people which gives us the dual advantage of stability and growth, whereas execution of services within time and quality. Our skilled resources together with our strong management team have enabled us to successfully implement our growth plans. The following table illustrates the department wise numbers of our employees as on : S. No. Department Category No. of Employees Total No. of Employees Managing Director 1 1. Executive Director Whole Time Director 1 2 Company Secretary 1 Chief Financial Officer 1 2. Finance & Accounts Accountant 3 11 Cashier 1 Data Entry Operator 5 HR Sr. Manager 1 3. Human Resources HR Assistant Manager 1 3 Data Entry Operator 1 Purchase Manager 1 4. Store & Purchases Material Manager 1 4 Store Keeper 2 5. Commercial Liasioning Officer 1 1 Project Manager 1 Project incharge 1 Engineer 11 Qc Engineer 1 Lab Asst. 1 6. Civil Surveyor 3 43 Supervisor 18 Scrapper Opt. 2 HMP/Batching Plant Opt. 2 Data Entry Operator 2 Electrician 1 Lathe Operator 1 7. Workshop 5 Welder 4 Vehicle Incharge 2 Plant And 8. Data Entry Operator 2 5 Machinery Pump Mistri 1 9. Watch And Ward Security Guard 2 2 10. Safety Supervisor 1 1 Skilled 16 11. Execution Labour 77 Unskilled 61 TOTAL 154 154 Employees and Related Costs/ Expenses The following table presents the details of the number of employees and related costs / expenses in the past three (3) financial years and stub period as per restated consolidated Financial statement. 184September 30, Particulars FY 2024-25 FY 2023-24 FY 2022-23 2025 Number of Employees (Our company and 253 255 149 163 wholly owned subsidiary) Employee Benefit Expenses ((Rs. In Lakhs) 193.79 313.74 240.95 109.64 Revenue from Operations (Rs. In Lakhs) 4558.70 8,968.47 3,526.94 2,634.88 % of Revenue from Operations 4.25 3.50 6.83 4.16 For information related to “employee attrition rate” please refer risk factor no. 37 beginning on page no. 66 of chapter title “Risk Factor” of this Red Herring Prospectus The following table sets out the average number of contractual employees engaged during the periods indicated: Financial Year Average number of contractual employees FY 2022-23 18 FY 2023-24 26 FY 2024-25 25 For period ending September 30, 2025 65 Note: Average number of contractual employees in a financial year = Sum of contractual employees’ month wise ÷ Number of months in which the contractual employees were employed Detail of Contribution by Srinibas Pradhan Constructions Limited and Srinibas Pradhan Infra Private Limited in EPF and ESIC is detailed below: (Amount in Rs. Lakhs) Particulars For period ending FY 2024-25 FY 2023-24 FY 2022-23 September 30, 2025 Contribution made for EPF by Srinibas 17.86 20.24 19.99 9.64 Pradhan Constructions Limited Contribution made for ESIC by Srinibas 4.03 4.84 4.82 1.79 Pradhan Constructions Limited Contribution made for EPF by Srinibas 9.48 9.31 - - Pradhan Infra Private Limited Contribution made for ESIC by Srinibas 1.47 2.30 - - Pradhan Infra Private Limited COMPETITION The industry in which we operate is highly unorganized and fragmented, with numerous small and medium-sized companies. We face significant competition from these unorganized and under-regulated market participants, particularly in the semi-urban and rural areas that constitute our key focus. The principal elements of competition in our industry include quality, technical ability, performance record, sustainable relationships with existing clients and vendors, and the use of advanced technology. While these factors are crucial, price remains the decisive factor in most cases. 185COLLABORATIONS There are no collaborations as on the date of filling of this Red Herring Prospectus. MAJOR CUSTOMERS AND SUPPLIERS The following is the breakup of top ten customers in the past 3 FYs and Stub period along with revenue type is mentioned below: Details of Top 10 Customers For FY- 2022-23 (Rs. In lakhs) % of Sr. Revenue Customer Amount Revenue type no. from operations 1. Customer-A 1857.88 70.51 Construction of industrial building & others • Rs. 246.36 lakhs - Construction of industrial building & others 2. Customer-E 691.64 26.25 • Rs. 422.41 lakhs - Annual Maintenance and Other Operations Rs. 22.87 lakhs - Rental of Machinery 3. Customer-B 55.49 2.11 Construction of Roads & Bridges 4. Customer-C 26.61 1.01 Construction of industrial building & others 5. Customer-D 3.27 0.12 Rental of Machinery Total 2634.89 100.00 For FY- 2023-24 (Rs. In lakhs) Sr. % of Revenue from Customer Amount Revenue type no. operations • Rs. 794.50 lakhs - Construction of Roads & Bridges 1. Customer-I 1112.94 31.56 • Rs. 283.60 lakhs - Construction of industrial building & others • Rs. 34.84 lakhs - Rental of Machinery • Rs. 63.23 lakhs - Construction of Roads & Bridges • Rs. 205.15 lakhs - Construction of industrial 2. Customer-E 886.48 25.13 building & others • Rs. 558.35 lakhs - Annual Maintenance and Other Operations • Rs. 59.75 lakhs - Rental of Machinery 3. Customer-A 706.77 20.04 Construction of industrial building & others 4. Customer-K 169.41 4.80 Construction of industrial building & others 5. Customer-J 165.42 4.69 Construction of Roads & Bridges 6. Customer-G 112 3.18 Annual Maintenance and Other Operations • Rs. 61.03 lakhs - Construction of Roads & 7. Customer-F 90.66 2.57 Bridges • Rs. 29.63 lakhs - Construction of industrial 186building & others 8. Customer-H 63.49 1.80 Construction of Roads & Bridges • Rs. 20.82 lakhs - Construction of Roads & Bridges 9. Customer-B 58.79 1.67 • Rs. 27.99 lakhs - Construction of industrial building & others • Rs. 9.98 lakhs - Rental of Machinery 10. Customer-C 43.11 1.22 Construction of industrial building & others Total 3409.07 96.66 For FY- 2024-25 (Rs. In lakhs) % of Revenue Sr. Customer Amount from Revenue type no. operations • Rs. 2916.69 Lakhs - Construction of Road & Bridges 1. Customer-I 3458.72 38.57 Rs. 542.03 Lakhs - Construction of Industrial Building and others 2. Customer-P 1875.05 20.91 Construction of Road & Bridges 3. Customer-O 1369.01 15.26 Construction of Road & Bridges 4. Customer-N 701.38 7.82 Construction of Industrial Building and others 5. Customer-E 503.12 5.61 Construction of Industrial Building and others • Rs. 160.08 Lakhs - Construction of Industrial Building and others • Rs. 40.28 Lakhs - Construction of Road & Bridges 6. Customer-A 486.5 5.42 • Rs. 0.4 Lakhs – Others • Rs. 27.95 Lakhs - Rental Income on Machinery Rs. 257.78 Lakhs - Annual Maintenance and Other Operations • Rs. 17.18 Lakhs - Construction of Road & Bridges 7. Customer-L 133.82 1.49 Rs. 116.63 Lakhs - Annual Maintenance and Other Operations 8. Customer-G 101.22 1.13 Annual Maintenance and Other Operations 9. Customer-B 93.84 1.05 Construction of Industrial Building and others 10 Customer-M 42.24 0.47 Construction of Road & Bridges Total 8764.90 97.73 For period ending September 30, 2025 (Rs. In lakhs) % of Revenue Sr. Customer Amount from Revenue type no. operations 1. Customer-O 2123.52 46.58 Construction of Road & Bridges Rs. 732.54 Lakhs - Construction of Road & Bridges 2. Customer-I 787.20 17.27 Rs. 54.66 – Construction of industrial building and others 3. Customer-N 617.79 13.55 Earthworks 187Rs. 19.058 lakhs - Rental of Machinery Rs. 2.58 lakhs - Construction of Road & Bridges Rs. 186.15 lakhs - Construction of industrial building & 4. Customer-E 252.74 5.54 others Rs. 44.96 lakhs - Annual Maintenance and Other Operations 5. Customer-P 225.94 4.96 Construction of Road & Bridges Rs. 40.48 lakhs - Rental of Machinery Rs. 7.77 lakhs - Construction of Road & Bridges 6. Customer-L 128.01 2.81 Rs. 1.96 lakhs Construction of industrial building & others Rs. 77.80- Annual Maintenance and Other Operations 7. Customer-Q 119.49 2.62 Construction of Road & Bridges 8. Customer-A 94.36 2.07 Construction of industrial building and others 9. Customer-R 71.64 1.57 Construction of Road & Bridges 10. Customer-S 67.21 1.47 Construction of Road & Bridges Total 4487.90 98.44 The following is the breakup of top ten suppliers in the Stub period and past 3 FYs as mentioned below: Details of Top 10 Suppliers For period ending September 30, 2025 Sr. No. Party Name Amount (Lakhs) Value in % 1 Supplier-S 580.31 17.19 2 Supplier-L 233.55 6.92 3 Supplier-E 197.37 5.85 4 Supplier-X 185.73 5.50 5 Supplier-U 183.48 5.44 6 Supplier-Y 102.43 3.03 7 Supplier-R 88.88 2.63 8 Supplier-Q 84.50 2.50 9 Supplier-Z 70.99 2.10 10 Supplier-AA 70.04 2.08 Total 1797.27 53.25 For FY:- 2024-25 Sr. No. Party Name Amount (lakhs) Value in % 1 Supplier-U 628.04 8.71 2 Supplier-L 595.78 8.26 3 Supplier-S 381.15 5.28 4 Supplier-I 267.41 3.71 5 Supplier-W 259.89 3.60 6 Supplier-E 187.96 2.61 7 Supplier-T 171.09 2.37 1888 Supplier-R 167.86 2.33 9 Supplier-Q 152.30 2.11 10 Supplier-V 136.25 1.89 Total 2947.73 72.14 For FY:- 2023-24 Sr. No. Party Name Amount (Lakhs) Value in % 1 Supplier-L 432.55 14.40 2 Supplier-P 156.5 5.21 3 Supplier-G 140.9 4.69 4 Supplier-F 136.8 4.55 5 Supplier-O 112.83 3.76 6 Supplier-I 73.95 2.46 7 Supplier-A 73.51 2.45 8 Supplier-M 66.73 2.22 9 Supplier-N 66.01 2.20 10 Supplier-K 49.01 1.63 Total 1308.79 43.58 For FY:- 2022-23 Sr. No. Party Name Amount (Lakhs) Value in % 1 Supplier-I 546.09 23.14 2 Supplier-J 99.08 4.20 3 Supplier-F 94.3 4.00 4 Supplier-E 78.8 3.34 5 Supplier-G 64.34 2.73 6 Supplier-A 51.14 2.17 7 Supplier-B 47.83 2.03 8 Supplier-C 47.29 2.00 9 Supplier-D 45.17 1.91 10 Supplier-H 43.13 1.83 Total 1117.17 47.35 189SALES AND MARKETING STRATEGY Our sales and marketing strategies are designed to effectively connect with key stakeholders in the infrastructure and civil construction sectors. We prioritize establishing robust communication channels with project engineers and government officials across the State of Odisha. By doing so, we gain insights into upcoming projects and potential opportunities that align with our expertise. To ensure we convey the full range of benefits our company offers, our Managing Director and Whole-Time Director take a hands-on approach. They regularly engage in face-to-face meetings with potential clients, presenting comprehensive explanations of how our company can add value to their projects. These meetings allow us to showcase our extensive experience, technical capabilities, and commitment to delivering quality result. Our proactive approach in engaging with decision-makers and stakeholders not only helps us identify new business opportunities but also reinforces our reputation as a trusted partner in infrastructure and civil construction projects. By maintaining close relationships with key figures in the industry, we stay ahead of emerging trends and needs, ensuring our services remain relevant and highly sought after. HEALTH, SAFETY AND CERTIFICATIONS We are committed to globally accepted best practices and to complying with applicable health, safety, and environmental legislation. Our operations are certified under ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018. • ISO 9001:2015 reflects our adherence to a robust quality management system. • ISO 14001:2015 demonstrates our commitment to environmental management. • ISO 45001:2018 underscores our focus on occupational health and safety. 190UTILITIES AND INFRASTRUCTURE FACILITIES Power Our existing power requirement for our registered office is catered from TP Western Odisha Distribution Limited for the effective working and management of our computer system in operation. Water Adequate arrangements with respect to water requirements for drinking purposes are made at our registered office of the Company. Technology Our Company is providing services, and we have adequate computer systems, servers and other communication equipment’s, internet connectivity, security, and other facilities, which are required for our business operations to function smoothly. Quality Management We have a team of engineers and professionals responsible for ensuring the smooth functioning of our business operation. In executing the projects, we monitor and test all materials for conformity, track non-conformities and make rectifications to ensure client satisfaction. Capacity Utilization Sr. No. Plant Name Installed Capacity Utilized Capacity % Utilization 1. Asphalt-Mixing Plant 120 MT Per Hour 90 MT Per Hour 75.00 2. Concrete Batching Plant 20 Cubic Meter Per Hour 16 Cubic Meter per Hour 80.00 3. Hot Mix Plant 90 MT Per Hour 70 MT Per Hour 77.78 Note: The above-mentioned capacity utilization has been certified by Sushant Aggarwal, Chartered Engineer (AM1813849) and Registered Valuer – P&M, holding IBBI Registration No. IBBI/RV/02/2019/10541 vide certificates dated January 13, 2026. RESEARCH AND DEVELOPMENT While we do not have a dedicated R&D team, we actively pursue innovation by adopting emerging construction technologies, and continuously refining our processes. Through the integration of industry practices and advancements in materials and methods, we strive to enhance project efficiency, sustainability, and compliance with evolving construction standards. INSURANCE We have secured insurance policies to mitigate significant risks associated with the company's assets. It's imperative to note that while these insurance policies offer substantial protection, there may be instances where coverage proves insufficient due to deductibles, exclusions, and coverage limits. Following are the details of Insurance Policies: 191(Amount in Rs. Lakhs) S. Coverage Name of the Policy Policy No. Insurance Company Expiry Date No. Amount 1. Bharat Sookshma 55090411248000000043 The New India 110.00 March 01, Udyam Suraksha Assurance Co. Ltd. 2026 Insurance Policy (Building including Plinth, Basement and additional structures) 2. Money Insurance 55090448250300000004 The New India 5.00 July 30, 2026 Policy Assurance Co. Ltd. Additionally, we have extended our coverage to include our fleet, machinery, and equipment ensuring that these essential operational assets are also protected. The coverage details for our Company are as follows: (Amount in Rs. Lakhs) S. Name of Insurance Policy Date of Insured Asset Policy Number No. Company Amount Expiry 1. The New India PCE AF-SABC- 120ET- 55090411258700000003 210.04 September 05, Assurance Co. Ltd. 001 Asphalt Mixing Plant 2026 ABC 120 ECO TEC Product Specification- "AMMANN" ABC 120 ECO TEC Asphalt Batch Type Hot Mix Plant of Model: ABC ECOTEC in the class of 120 TPH" 2. TATA AIG General Excavators (Caterpillar 6720015316 7.50 May 30, 2026 Insurance Company shovels, Drag-shovels, Ltd. Power shovels, self- propelled excavators, truck shovers, bucket excavators, Bucket trenches). 3. The New India J C B India Ltd, 3DX – 55090431250200001860 0.00 September 14, Assurance Co. Ltd. 2WD Shift Excavator 2026 Regd No.-OR-23-A-0349 4. Cholamandalam MS J C B India Ltd, 3DX – 3382/00381819/000/00 0.00 March 19, General Insurance 2WD Shift Excavator 2026 Company Ltd. Regd No.-OR23A2199 5. The New India J C B India Ltd, 3DX- 55090431250200001859 0.00 September 14, Assurance Co. Ltd. Excavator Loader 2026 Regd No.-OR23B4349 6. The New India J C B India Ltd, 3DX – 55090431250200001782 0.00 September 09, Assurance Co. Ltd 2WD Shift Excavator 2026 Regd No.- OR23B8499 7. The New India Case 770 NXE Plus STD 55090431250100002475 22.52 October 29, Assurance Co. Ltd. Regd No.-OD23P9229 2026 192S. Name of Insurance Policy Date of Insured Asset Policy Number No. Company Amount Expiry 8. The New India J C B India Ltd, Hydraulic 55090431250200001781 0.00 September 09, Assurance Co. Ltd Excavator Loader 2026 Regd No.- OR23C0699 9. Tata AIG General ASHOK LEYLAND 1613 6303336992 00 00 0.00 September 02, Insurance Company Regd No.- OR15P2825 2026 LTD. 10. Royal Sundaram BITUMEN PRESSURE VOC0658104000100 34.00 March 19, General Insurance (1615 HE 5200 MM WB 2026 Co. limited CABIN CHASSIS WITH 24’ LS H SERIES 6 SPEED (CNG) 570L (4) BSVI) Note:- In past 3 FYs and stub period, company has not claimed any insurance The coverage details for our Wholly Owned Subsidiary are as follows: (Amount in Rs. In Lakhs) Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company 1. Bajaj Allianz Car-BMW Model-X3 (G01) OG-24-2401-1825- 63.46 May 23, General 00000584 2026 Insurance Co. Ltd 2. The New MODEL- EX200 LCI 55090444256500000015 42.27 September India HYDRAULIC EXCAVATOR 14, 2026 Assurance BACKHOE WITH GP BUCKET Co. Ltd AND KIT 3. The New MODEL- EX200 SUPER 55090444246500000001 42.27 April 23, India HYDRAULIC EXCAVATOR 2026 Assurance BACKHOE WITH GP BUCKET Co. Ltd AND KIT MACHINE SERIAL NO- S200-21105 4. The New MODEL- HYDRAULIC 55090444246500000002 36.50 April 24, India EXCAVATOR R110-7 2026 Assurance MACHINE SERIAL NO- Co. Ltd. N301D01251 5. The New MODEL- ASHOK LEYL/2820 55090431250100000932 23.00 June 24, India TIPPER 2026 Assurance Variant: ASHOK LEYLAND Co. Ltd. UE2820/39 T TIP 6. The New MODEL- AJAX/ARGO 4500 55090431240100004250 21.75 March 12, India Surfacing and Pre-Mix 2026 Assurance Laying Equipment Co. Ltd. Variant: Road Scrapping 193Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company 7. The New MODEL- ASHOK LEYL/2825 55090431250300004216 January 24, India TIPPER 2027 29.22 Assurance Variant: UE 2825 T 6X4 TIPPER Co. Ltd. 8. The New MODEL- ASHOK LEYL/2825 January 24, India TIPPER 2027 55090431250300004221 29.22 Assurance Variant: UE 2825 T 6X4 TIPPER Co. Ltd. 9. The New MODEL- ASHOK LEYL/2825 January 24, India TIPPER 2027 55090431250300004218 29.22 Assurance Variant- UE 2825 T SR 6X4 Co. Ltd TIPPER 10. The New MODEL- ASHOK LEYL/2825 55090431250300004336 29.22 January 30, India TIPPER 2027 Assurance Variant- UE 2825 T 6X4 TIPPER Co. Ltd 11. The New MODEL- ASHOK LEYL/2820 55090431250100000931 23.00 June 24, India TIPPER 2026 Assurance Variant-ASHOK LEYLAND Co. Ltd UE2820/39 T TIP 12. The New MODEL- MAHINDRA &/BIG 55090431250100001090 2.80 July 07, India BOLERO PICKUP 2026 Assurance Variant- BOLERO PIK UP Co. Ltd 13. The New Model- MPOWER61995G 55090411258000000014 9.37 July 04, India Old Electric Generation Station- 2026 Assurance POWEROL MAHINDRA DG SET Co. Ltd 160 KVA 14. The New TATA MOTORS /LPK 1618 55090431250100000095 8.10 April 04, India TIPPER 2026 Assurance Co. Ltd 15. The New TATA MOTORS /LPK 1618 55090431250100000094 8.10 April 04, India TIPPER 2026 Assurance Co. Ltd 16. The New TATA MOTORS / LPK 1618 55090431250100000096 8.10 April 04, India TIPPER 2026 Assurance Co. Ltd 17. ICICI TATA MOTORS /TIPPER - LPT 16.00 Lombard 2518 TC GVW 28000 55090431250100004242 January 26, General 2027 Insurance 194Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company Company Limited 18. Tata AIG TATA MOTORS /TIPPER - LPK 6302919228 0000 18.00 March 28, Insurance 2518 TC GVW 28000 2026 Company Limited 19. The New TATA MOTORS /TIPPER - LPK 55090431250100004104 16.00 January 19, India 2518 TC GVW 28000 2027 Assurance co. Ltd. 20. Tata AIG TATA MOTORS /TIPPER - LPK 6302919252 0000 18.00 March 28, Insurance 2518 TC GVW 28000 2026 Company Limited 21. The New TATA MOTORS /TIPPER - LPT 55090431250100004105 16.00 January 19, India 2518 TC GVW 28000 2027 Assurance co. Ltd. 22. The New TATA MOTORS / TIPPER - LPT 55090431250100004106 16.00 January 19, India 2518 TC GVW 28000 2027 Assurance co. Ltd. 23. ICICI TATA MOTORS / TIPPER - LPK 3003/A/389739929/00/B00 0.00 Lombard 2518 TC GVW 28000 April 23, General 2026 Insurance Company Limited 24. ICICI TATA MOTORS / TIPPER - LPK 3003/A/389739790/00/B00 0.00 April 23, Lombard 2518 TC GVW 28000 2026 General Insurance Company Limited 25. Tata AIG TATA MOTORS / TIPPER - LPK 6302955142 00 00 0.00 April 08, General 2518 TC GVW 28000 2026 Insurance Co. Ltd 26. The New ASHOK LEYLAND /TIPPER – 55090431250100004760 32.12 February India 2825/39 T 6X4 18, 2027 Assurance Company Limited 195Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company 27. Magma TATA LPK 2518 CRE BS-IV HD P-0026400020 0.00 May 24, General /4193/100164 2026 Insurance Limited 28. Tata AIG TATA LPK 2518 CRE BSIV 63036092810000 7.50 November Insurance 28, 2026 Company Limited 29. Reliance TATA LPT 2518 607322523510092304 0.00 July 25, General 2026 Insurance Company Limited 30. The New TATA LPK 2518 55090431250100000519 15.30 May 14, India 2026 Assurance Co. Ltd . 31. Magma TATA LPK 2518 CRE P0026400020/4193/100165 0.00 May 24, General 2026 Insurance Limited 32. Magma TATA LPK 2518 CRE BS-IV HD P0026400029/4193/100085 0.00 July 26, General 2026 Insurance Limited 33. Tata AIG TATA LPK 2518 CRE 6303794433 00 00 7.5 Februaray General 02, 2027 Insurance Co. Ltd. 34. Tata AIG TATA LPK 2518 6302919244 0000 15.30 March 28, General 2026 Insurance Co. Ltd. 35. The New TATA LPK 2518 CRE BS-IV HD 55090431250100003119 14.43 December India 02, 2026 Assurance Co. Ltd 36. IFFCO- TATA LPK 2518 N5444907 16.59 December TOKIO 04, 2026 General Insurance Co. Ltd. 196Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company 37. The New Ashok Leyland AL U 2518 IL T 55090431250100004026 10.00 January India 15, 2027 Assurance Co. Ltd 38. The New Ashok Leyland AL U 2518 Il T 55090431250100004025 10.00 January India 15, 2027 Assurance Co. Ltd 39. The New ASHOK LEYLAND 2518 55090431250100003998 10.00 January 13, India 2027 Assurance Co. Ltd 40. ICICI TATA LPK 2518 3003/A/402568366/00/B00 0.00* July 31, Lombard 2026 General Insurance Company Limited 41. Tata AIG ASHOK LEYLAND U 2518 II T 6302598289 0100 10.00 January 12, General 2027 Insurance Co. Ltd . 42. The New ASHOK LEYLAND U2518 55090431250100003999 10.00 January 13, India 2027 Assurance Co. Ltd 43. The New ASHOK LEYLAND 2820 6302944059 00 00 27.09 April 05, India 2026 Assurance Co. Ltd. 44. The New Model-ASHOK LEYL/2825 29.22 January 24, India TIPPER 2027 55090431250300004217 Assurance Variant- UE 2825 T 6X4 TIPPEER Co. Ltd. 45. The New TOYOTA INNOVA CRYSTA 2.4 55090431250300001285 15.34 July 26, India G MT 2026 Assurance Co. Ltd. 46. TATA AIG MARUTI / DZIRE / TOUR S / 55090431250100001440 2.60 August 06, General SEDAN 2026 Insurance Engine No. Company MA3FJEB1S00B53031/D13 Limited 197Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company A-3309533 47. The New WIRTGEN VIBRATORY 55090444246500000005 26.06 April 26, India TANDEM ROLLER MODEL- 2026 Assurance HD/99 Co. Ltd. 48. The New India WIRTGEN VIBRATORY SOIL 55090444256500000007 34.56 Assurance COMPACTOR MODEL-HC119I July 24, Co. Ltd. 2026 49. The New MODEL- JCB EXCAVATOR 55090444246500000008 32.50 April 29, India MACHINE 2026 Assurance Co. Ltd. 50. The New Model-MAHINDRA T/605 DI DLX 55090431250200001335 0.00 July 30, India STANDARD 2026 Assurance Variant- MAHINDRA 605 DI I4WD Co. Ltd. S+, TRACTOR FITTED WIRHGRA 51. The New JCB INDIA /JCB 3DX 55090431250200001336 0.00 July 30, India EXCAVATOR 2026 Assurance Variant- Loader Co. Ltd. 52. The New WIRTGEN TANDEM ROLLER 55090444246500000010 33.97 April 30, India MODEL- HAMM HD 99 2026 Assurance MACHINE Co. Ltd. 53. TATA AIG MAHINDRA TRACTOR 55090431250200001334 0.00 July 30, General /275/DI/OPEN/ AGRITRACTORS 2026 Insurance Company Limited 54. The New WIRTGEN VIBRATORY SOIL 55090444256500000006 23.03 July 24, India COMPACTOR MODEL- HAMM 2026 Assurance 311 MACHINE SL Co. Ltd. NOH21613180316 55. The New CASE CONSTRUCTION MINI 55090444256500000010 12.87 August 04, India VIBRATORY COMPACTOR 2026 Assurance 450DX LIV Co. Ltd. MODEL-450DX LIV CHASSIS NONKJ450DXJMKT03723 56. The New ESCORT CON/ESCORT 55090431250100001706 11.26 September India HYDRAULIC CRANE 02, 2026 Assurance Regd no. OD-23-N-5367 Co. Ltd. 198Name of S. Policy Date of Insurance Insured Asset Policy Number No. Amount Expiry Company 57. TATA AIG JCB/3DX/EXCAVATOR 6303294689 00 00 20.50 August 13, General LOADER/OPEN/CONSTRUCTION 2026 Insurance EQUIPMENTS Company Regd No. OD23L7562 Limited 58. The New TATA HITACHI HYDROLIC 55090444256500000013 28.50 August 06, India 2026 EXCAVATOR MODEL- EX-70 Assurance SUPER WITH DOZER BLADE & Co. Ltd. WIDER GP BUCKET CHASSIS NO /MACHINE SERIAL NUMBER: S070-15834 ENGINE NUMBER: HTY833547 59. The New Mahindra & Mahindra Scorpio 55090431252000001792 13.93 September India Classic, Scorpio classic S11MT 7S, 11, 2026 Assurance Engine No. YSR4G34373 Co. Ltd LAND & PROPERTIES The following table sets for the properties taken on lease / rent by us: Lease Rent/ Lease/License period Sr. Location of the Document Licensor / License Fee Purpose No. property and Date Lessor From To (in Rs.) 1. Plot No. 813, Khata Deed of Mr. Srinibas Rs. 10,000/- August 28, August 27, Lease of No. 106/548, Brajraj Lease Pradhan per month 2024 2031 Registered Nagar, Chhualiberna, Agreement Office Jharsuguda, Belpahar dated Rs, Jharsuguda, August 28, Belpahar, Orissa, 2024 and India, 768217 Addendum Area: 1.58 acres dated September 11, 2025 Note:- The Lessor, as mentioned above, is associated with Srinibas Pradhan Construction Limited. Srinibas Pradhan is the promoter and director of Srinibas Pradhan Construction Limited. The aforementioned lease deed is adequately stamped and registered. Srinibas Pradhna Contruction Limited has paid rent in accordance with the arm's length principle 199WEBSITE Our Company has domain name ‘www.srinibaspradhan.com’ registered in its name. Sr. Sponsoring Registrar Registry Domain Name and ID Creation Date No. and ID Expiry Date 1. Domain Name: www.srinibaspradhan.com Registrar: GoDaddy.com, December 29, December 29, Registry Domain ID: LLC 2023 2029 2841561135_DOMAIN_COM-VRSN Registrar IANA ID: 146 INTELLECTUAL PROPERTY RIGHTS Our Company has the following trademark: Date of Sr. Application No./ Current Logo Application/ Class Valid Upto No. Trademark No. Status Approval date 1. April 03, 2024 6370777 37 Objected* - *The Company has filed a reply to the Examination Report for the Trademark on May 01, 2025. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 200KEY REGULATIONS AND POLICIES The following is an overview of certain sector specific laws and regulations in India which are applicable to the business and operations of our Company. The information of laws and regulations available in this section has been obtained from publications available in public domain and is based on the current provisions of Indian law, which are subject to change or modification by subsequent legislative actions, regulatory, administrative or judicial decisions. The description of laws and regulations set out below may not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. Judicial and administrative interpretations are subject to modification or clarification by subsequent legislative, judicial or administrative decisions. Under the provisions of various Central Government and State Government statutes and legislations, our Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and operations. For details, see “Government and Other Statutory Approvals” on page 316. The following is an overview of some of the important laws and regulations, which are relevant to the business of our Company. Industry Specific Regulations P.W.D. Contractor's Registration Rules, 1969 The Public Works Department (PWD) Contractors Registration Rules, 1969, are established to ensure the systematic registration and regulation of contractors involved in public works across India. These rules are designed to promote the engagement of qualified and reliable contractors in government construction and maintenance projects, thereby enhancing the quality and efficiency of public infrastructure development. The registration process mandates contractors to meet specific eligibility criteria, including qualifications, experience, and financial stability. Contractors are classified into categories based on their technical capability and financial capacity, ensuring they undertake projects suited to their expertise and resources. This classification system helps prevent overextension and ensures projects are completed effectively and efficiently. The rules also outline the responsibilities and obligations of registered contractors, emphasizing adherence to quality standards, safety regulations, and project timelines. Contractors are required to submit comprehensive documentation, including past project experience and financial statements, and pay a registration fee that varies according to their classification and the nature of the work. Regular audits and evaluations are conducted to ensure compliance, and penalties, including suspension or cancellation of registration, are imposed for non-compliance or poor performance. The PWD Contractors Registration Rules, 1969, thus foster transparency, accountability, and efficiency, contributing significantly to the development of robust and reliable public infrastructure. The Real Estate (Regulation and Development) Act, 2016 (RERA) The Real Estate (Regulation and Development) Act, 2016 (RERA) was enacted by the Indian Parliament to address longstanding issues in the real estate sector. Aimed at increasing transparency, accountability, and efficiency, RERA mandates the establishment of Real Estate Regulatory Authorities in every state. These bodies are tasked with overseeing the registration of real estate projects and agents, ensuring that developers adhere to project plans and deadlines, and providing a grievance redressal mechanism for buyers. The act requires developers to register their projects with the RERA authority before advertising or selling, thus curbing the practice of selling unapproved or incomplete projects. Additionally, developers must disclose project details, including land status, approvals, and completion timelines, thereby empowering consumers with critical information. RERA also imposes stringent regulations on project finances, ensuring that funds collected from buyers are used specifically for the intended project. Developers must maintain a separate escrow account for each project, depositing 70% of the collected funds to cover land and construction costs. This provision mitigates the risk of fund diversion and project delays, protecting buyers' investments. Moreover, the act stipulates penalties for non-compliance and delays, holding 201developers accountable for their commitments. By fostering a more regulated and transparent real estate environment, RERA has significantly contributed to restoring buyer confidence and stabilizing the sector, promoting sustainable growth and development. The National Building Code of India (NBC) The National Building Code of India (NBC) is a comprehensive set of guidelines and standards formulated by the Bureau of Indian Standards (BIS) to ensure the safety, sustainability, and efficiency of construction practices across the country. First introduced in 1970 and periodically updated to reflect technological advancements and emerging needs, the NBC covers all aspects of building design, construction, and maintenance. It encompasses various elements such as structural safety, fire safety, plumbing services, lighting and ventilation, and energy conservation. The code provides a unified framework for architects, engineers, builders, and developers, promoting consistency and quality in construction practices nationwide. One of the primary objectives of the NBC is to safeguard human life and property by minimizing the risks associated with building construction and use. It prescribes standards for earthquake-resistant design, fire protection measures, and safe evacuation procedures, tailored to India's diverse climatic and seismic conditions. Additionally, the code addresses environmental sustainability by encouraging the use of eco-friendly materials and practices. It also emphasizes accessibility, ensuring that buildings are designed to be inclusive for people with disabilities. By setting these comprehensive standards, the NBC not only enhances the safety and resilience of buildings but also fosters sustainable development, supporting India's growth in a responsible and forward-looking manner. STATE LAW The Odisha State Tax on Professions, Trades, Callings and Employments Act, 2000 read with the Odisha State Tax on Professions, Trades, Callings and Employments Rules, 2000 The Odisha State Tax on Professions, Trades, Callings, and Employments Act, 2000, was enacted to levy a tax on professions, trades, callings, and employments within the state of Odisha. This act aims to generate revenue for the state by taxing individuals and entities engaged in various economic activities. The tax applies to salaried individuals, self- employed professionals, and businesses, with the tax amount varying based on the income or turnover of the taxpayer. Employers are responsible for deducting the tax from the salaries of their employees and remitting it to the state government, while self-employed individuals must directly comply with the tax filing requirements. The act outlines specific procedures for registration, assessment, and collection of the tax. It mandates that every person liable to pay the tax must obtain a certificate of registration from the prescribed authority. Additionally, the act provides provisions for the imposition of penalties and interest for late payment or non-compliance, ensuring adherence to the tax regulations. The revenue collected under this act contributes significantly to the state’s finances, enabling the government to fund various development projects and welfare schemes. By broadening the tax base, the Odisha State Tax on Professions, Trades, Callings, and Employments Act, 2000, plays a crucial role in enhancing the fiscal capacity of the state government. The Odissa Shops and Commercial Establishment Act, 1956 and its Rules, 1958 The Odisha Shops and Establishments Act, 1956, regulates the establishment and operation of shops and commercial establishments in the state of Odisha. It applies to a wide range of businesses, including shops, restaurants, hotels, entertainment venues, and other commercial enterprises. The primary objective of this act is to ensure proper working conditions, safety standards, and welfare measures for employees, while also facilitating the smooth functioning of businesses. Under the act, establishments are required to register with the appropriate authority and comply with various statutory provisions related to working hours, holidays, wages, and other employment-related matters. This act sets forth provisions regarding the working hours, rest intervals, and overtime compensation for employees, aiming to prevent exploitation and ensure a healthy work-life balance. It also mandates the provision of adequate facilities such as 202clean drinking water, restrooms, and first aid kits for employees' welfare. Furthermore, the act includes provisions for regulating the employment of women and children, with special considerations for their safety and well-being. By establishing a regulatory framework for shops and establishments, the Odisha Shops and Establishments Act, 1956, promotes fair labor practices, fosters a conducive work environment, and contributes to the overall socio-economic development of the state Odisha Municipal Corporation Act, 2003 The Odisha Municipal Corporation Act, 2003, is a comprehensive legislative framework governing the establishment, organization, and functioning of municipal corporations in the state of Odisha. The act provides for the creation of municipal corporations in urban areas to facilitate local self-government and decentralized administration. It delineates the powers, functions, and responsibilities of these corporations in areas such as urban planning, infrastructure development, public health, sanitation, and revenue generation. By empowering municipal corporations, the act aims to promote efficient governance, citizen participation, and sustainable urban development. Key provisions of the Odisha Municipal Corporation Act, 2003, include the constitution of municipal councils and committees, the election of councilors, and the appointment of municipal officials. The act outlines the structure and composition of municipal bodies, specifying the roles and powers of elected representatives and administrative personnel. It also mandates the preparation of development plans, annual budgets, and financial reports by municipal corporations, ensuring transparency and accountability in municipal governance. Moreover, the act provides mechanisms for citizen engagement, grievance redressal, and public consultation, fostering a participatory approach to urban management and decision-making. The Odisha Development Authorities Act, 1982 The Odisha Development Authorities Act, 1982, serves as a legislative framework for the establishment and functioning of development authorities in the state of Odisha. These authorities are entrusted with the task of planning, regulating, and promoting the orderly development of designated areas within the state. The act empowers these authorities to undertake various developmental activities, including land acquisition, infrastructure development, urban planning, and environmental conservation. By coordinating efforts between government agencies, private stakeholders, and local communities, the act aims to achieve sustainable and balanced growth in different regions of Odisha. Key provisions of the Odisha Development Authorities Act, 1982, include the delineation of development areas, the preparation of development plans, and the grant of development permissions. These authorities have the responsibility to prepare comprehensive development plans for their respective areas, taking into account factors such as population growth, land use patterns, transportation needs, and environmental considerations. They also play a crucial role in regulating land development activities, ensuring compliance with zoning regulations, building codes, and environmental norms. Additionally, the act outlines mechanisms for public participation and consultation in the planning process, promoting transparency and accountability in decision-making. Corporate & Commercial Laws Companies Act, 2013 Companies Act primarily regulates the formation, financing, functioning and restructuring of separate legal entity as companies. The Act provides regulatory and compliance mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure and execution for various functions of the company, the relation and action of the management and that of the shareholders. The law lays down transparency, corporate governance and protection of shareholders & creditors. The Companies Act plays the balancing role between these two competing factors, namely, management autonomy and investor protection. 203Competition Act, 2002 The Competition Act, 2002 came into effect on June 1, 2011 and has been enacted to “prohibit anti- competitive agreements, abuse of dominant positions by enterprises” and regulates “combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the authority mandated to implement the Competition Act. The Act prohibits Combinations which are likely to cause an appreciable adverse effect on competition in a relevant market in India. The CCI may enquire into all combinations, even if taking place outside India, or between parties outside India, if such combination is likely to have an appreciable adverse effect on competition in India. Consumer Protection Act, 1986 (COPRA) The Consumer Protection Act, 1986 (COPRA) aims at providing better protection to the interests of consumers and for that purpose makes provisions for the establishment of authorities for the settlement of consumer disputes. The COPRA provides a mechanism for the consumer to file a complaint against a trader or service provider in cases of unfair trade practices, restrictive trade practices, defects in goods, deficiency in services, price charged being unlawful and goods being hazardous to life and safety when used. The COPRA provides for a three-tier consumer grievance redressal mechanism at the national, state and district levels. Non-compliance of the orders of these authorities attracts criminal penalties. The Indian Contract Act, 1872 Indian Contract Act codifies the way we enter into a contract, execute a contract, implementation of provisions of a contract and effects of breach of a contract. The Act consists of limiting factors subject to which contract may be entered into, executed and breach enforced as amended from time to time. It determines the circumstances in which promise made by the parties to a contract shall be legally binding on them. The objective of the Contract Act is to ensure that the rights and obligations arising out of a contract are honored and that legal remedies are made available to those who are affected due to violation of such rights and obligations. The Negotiable Instruments Act, 1881 The Negotiable Instruments Act is a crucial piece of legislation in India that governs the use, issuance, and transfer of negotiable instruments such as promissory notes, bills of exchange, and cheques. Enacted in 1881 and amended subsequently to adapt to changing economic and commercial practices, the act provides a legal framework for regulating transactions involving negotiable instruments, facilitating smooth financial transactions and trade practices across the country. Key provisions of the Negotiable Instruments Act include defining the rights, duties, and liabilities of parties involved in negotiable instrument transactions. It sets out rules for the negotiation, endorsement, and transfer of negotiable instruments, ensuring their enforceability and legal validity. Additionally, the act specifies the obligations of parties in terms of payment, acceptance, and dishonor of negotiable instruments, as well as the consequences of non-compliance with these obligations. Transfer of Property Act, 1882 The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by operation of law, is governed by the Transfer of Property Act, 1882. This Act establishes the general principles relating to the transfer of property, including among other things, identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. The Registration Act, 1908 The Registration Act has been enacted with the objective of providing public notice of the execution of documents affecting, inter alia, the transfer of interest in immovable property. The purpose of the Registration Act is the conservation of evidence, assurances, title and publication of documents and prevention of fraud. It details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, 204among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in any immovable property of the value of one hundred rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. A document will not affect the property comprised in it, nor be treated as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under the TP Act or as collateral), unless it has been registered. Evidence of registration is normally available through an inspection of the relevant land records, which usually contains details of the registered property. Further, registration of a document does not guarantee title of land. Indian Stamp Act, 1899 Under the Indian Stamp Act, 1899 (the “Stamp Act”) stamp duty is payable on instruments evidencing a transfer or creation or extinguishment of any right, title or interest in immovable property. Stamp duty must be paid on all instruments specified under the Stamp Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable with duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped, are incapable of being admitted in court as evidence of the transaction contained therein and it also provides for impounding of instruments that are not sufficiently stamped or not stamped at all. Indian Easements Act, 1882 (The “Easement Act”) An easement is a right which the owner or occupier of land possesses for the beneficial enjoyment of that land, and which permits him to do or to prevent something from being done, in or upon, other land not his own. Under the Easements Act, a license is defined as a right to use property without any interest in favour of the licensee. The period and incident may be revoked and grounds for the same may be provided in the license agreement entered in between the licensee and the licensor. The Arbitration and Conciliation Act, 1996 The Arbitration and Conciliation Act, 1996, is a comprehensive legislation enacted by the Indian government to govern the arbitration process and provide a framework for the resolution of disputes through arbitration and conciliation. The act aims to promote alternative dispute resolution mechanisms as a means of expeditious and cost-effective resolution of disputes, thereby reducing the burden on traditional court systems. Key features of the Arbitration and Conciliation Act, 1996, include provisions for the appointment of arbitrators, conduct of arbitral proceedings, enforcement of arbitral awards, and recourse against arbitral awards. The act provides parties with autonomy and flexibility in choosing the procedure for appointing arbitrators and conducting arbitration proceedings. It also sets out guidelines for the conduct of arbitrators, ensuring impartiality, independence, and efficiency in the arbitration process. The Insolvency and Bankruptcy Code, 2016 The Insolvency and Bankruptcy Code, 2016 (IBC), is a landmark legislation enacted by the Indian government to consolidate and amend the laws relating to insolvency resolution and bankruptcy proceedings in India. The primary objective of the IBC is to provide a time-bound and efficient mechanism for resolving insolvency and bankruptcy cases, thereby promoting entrepreneurship, facilitating the ease of doing business, and maximizing the value of distressed assets. The IBC introduces a comprehensive framework for the resolution of corporate insolvency, wherein a financially distressed company undergoes a structured insolvency resolution process (IRP) under the oversight of a licensed insolvency professional (IP). The code provides for the appointment of resolution professionals and the establishment of adjudicating authorities, including the National Company Law Tribunal (NCLT), to oversee insolvency proceedings and adjudicate disputes. 205The Motor Vehicle (Amendment) Act, 2019 An Act further to amend the Motor Vehicles Act, 1988.The Motor vehicle Act was passed in the year 1988 and regulates almost all aspect of road transport vehicles. If provides detailed guidelines on licensing of the drivers and conductors, registration of motor vehicles, the provision on controlling their permits, traffic regulations, related insurances liabilities, and penalties. The motor vehicle act makes it mandatory for any drive to have a valid driving licence and no vehicle can be driven without being registered under the motor vehicle act. Environmental laws The Environment (Protection) Act, 1986(“Environment Protection Act”) The purpose of the Environment Protection Act is to act as an "umbrella" legislation designed to provide a framework for Central government co-ordination of the activities of various central and state authorities established under previous laws. The Environment Protection Act authorizes the central government to protect and improve environmental quality, control, and reduce pollution from all sources, and prohibit or restrict the setting and /or operation of any industrial facility on environmental grounds. The Act prohibits persons carrying on business, operation or process from discharging or emitting any environmental pollutant more than such standards as may be prescribed. Where the discharge of any environmental pollutant in excess of the prescribed standards occurs or is apprehended to occur due to any accident or other unforeseen act, the person responsible for such discharge and the person in charge of the place at which such discharge occurs or is apprehended to occur is bound to prevent or mitigate the environmental pollution caused as a result of such discharge and should intimate the fact of such occurrence or apprehension of such occurrence; and (b) be bound, if called upon, to render all assistance, to such authorities or agencies as may be prescribed. The Water (Prevention and Control of Pollution) Act, 1974 The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) aims to prevent and control water pollution as well as restore water quality by establishing and empowering the Central Pollution Control Board and the State Pollution Control Board. Under the Water Act, any person establishing any industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of sewage, must obtain the consent of the relevant State Pollution Control Board, who is empowered to establish standards and conditions that are required to be complied with. The Air (Prevention and Control of Pollution) Act, 1981 The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) aims at the prevention, control and abatement of air pollution. Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant State Pollution Control Board before establishing or operating such industrial plant. No person operating any industrial plant in any air pollution control area is permitted to discharge the emission of any air pollutant in excess of the standards laid down by the State Pollution Control Board. The Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016 Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016 (“Hazardous Management Rules”) came into force from April 04, 2016, superseding the Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008. The Hazardous Management Rules were notified to ensure safe handling, generation, processing, treatment, package, storage, transportation, use reprocessing, collection, conversion, and offering for sale, destruction and disposal of hazardous waste. “Hazardous Waste” means any waste, which by reason of characteristics, such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive, causes danger to health, or environment. It comprises the waste generated during the manufacturing processes of the commercial products such as industries involved in petroleum refining, production of pharmaceuticals, petroleum, paint, aluminium, electronic products etc. 206National Environmental Policy, 2006 The Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and accumulated experience. This policy was prepared through an intensive process of consultation within the Government and inputs from experts. It does not displace but builds on the earlier policies. It is a statement of India's commitment to making a positive contribution to international efforts. This is a response to the national commitment to a clean environment, mandated in the Constitution in Articles 48 A and 51 A (g), strengthened by judicial interpretation of Article 21. The dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources obtain better livelihoods from the fact of conservation, than from degradation of the resource. Following are the objectives of National Environmental Policy: • Conservation of Critical Environmental Resources • Intra-generational Equity: Livelihood Security for the Poor • Inter-generational Equity • Integration of Environmental Concerns in Economic and Social Development • Efficiency in Environmental Resource Use • Environmental Governance • Enhancement of resources for Environmental Conservation Labour and Employment Laws Industrial (Development and Regulation) Act, 1951 This Act has been liberalized under the New Industrial Policy dated July 24th, 1991, and all industrial undertakings have been made exempt from licensing except for certain industries such as distillation and brewing of alcoholic drinks, cigars and cigarettes of tobacco and manufactured tobacco substitutes, all types of electronic aerospace and defense equipment, industrial explosives including detonating fuses, safety fuses, gun powder, nitrocellulose and matches and hazardous chemicals and those reserved for the small scale sector. An industrial undertaking, which is exempt from licensing, is required to file an Industrial Entrepreneurs Memorandum ("IEM") with the Secretariat for Industrial Assistance, Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and no further approvals are required. Odisha Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002 The Odisha Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002, complement the provisions of the Odisha Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. These rules provide detailed guidelines and procedures for the effective implementation of the act in the state of Odisha. They cover various aspects such as registration of workers and employers, welfare measures, safety standards, and enforcement mechanisms. One of the significant aspects addressed by these rules is the registration process for building and other construction workers. They specify the documentation required for registration, the procedure for issuing registration certificates, and the renewal process. Additionally, the rules outline the obligations of employers, including the maintenance of registers and records related to employment, wages, and safety measures The Micro, Small and Medium Enterprises Development Act, 2006 The Micro, Small and Medium Enterprises Development (MSME) Act, 2006, was enacted by the Indian government to promote, develop, and enhance the competitiveness of micro, small, and medium enterprises (MSMEs). Recognizing the vital role of MSMEs in economic growth, employment generation, and innovation, the act provides a comprehensive framework for their support and regulation. It defines MSMEs based on investment in plant and machinery or equipment, and outlines policies for facilitating their growth, ensuring timely credit, providing infrastructure, and promoting 207technological advancement. The act also emphasizes the importance of protecting MSMEs from delayed payments, mandating that buyers must make payments for goods or services within 45 days. The MSMED Act, 2006, also established a statutory body, the National Board for Micro, Small and Medium Enterprises (NBMSME), to oversee the implementation of policies and address issues facing the sector. This board advises the government on various policy measures, development strategies, and promotional activities. Additionally, the act provides for the creation of Micro and Small Enterprises Facilitation Councils (MSEFC) to resolve disputes regarding delayed payments, thereby safeguarding the financial health of MSMEs. By providing a structured and supportive environment, the MSMED Act fosters the sustainable development of MSMEs, ensuring their significant contribution to India's economic landscape. Contract Labour (Regulation and Abolition) Act, 1970 read with the Contract Labour (Regulation and Abolition) Central Rules, 1971 The Contract Labour (Regulation and Abolition) Act, 1970 and the Contract Labour (Regulation and Abolition) Central Rules, 1971 came into force on 10.02.1971. The Objective of the Contract Labour (Regulation and Abolition) Act, 1970 is to prevent exploitation of contract labour and also to introduce better conditions of work. A workman is deemed to be employed as Contract Labour when he is hired in connection with the work of an establishment by or through a Contractor. The Act states that a work is deemed to be of intermittent nature if it is performed for less than 120 days in the preceding twelve months or it is of non-seasonal character and is performed for less than 60 days in a year. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWW Act”) provides for the protection of women at work place and prevention of sexual harassment at work place. The Act also provides for a redressal mechanism to manage complaints in this regard. Sexual harassment includes one or more of the following acts or behaviour namely, physical contact and advances or a demand or request for sexual favours or making sexually coloured remarks, showing pornography or any other unwelcome physical, verbal or non-verbal conduct of sexual nature. The Act makes it mandatory for every employer of a workplace to constitute an Internal Complaints Committee which shall always be presided upon by a woman. It also provides for the manner and time period within which a complaint shall be made to the Internal Complaints Committee i.e. a written complaint is to be made within a period of 3 (three) months from the date of the last incident. If the establishment has less than 10 (ten) employees, then the complaints from employees of such establishments as also complaints made against the employer himself shall be received by the Local Complaints Committee. The penalty for non-compliance with any provision of the SHWW Act shall be punishable with a fine extending to Rs. 50,000/- (Rupees Fifty Thousand Only). .The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”) and the schemes formulated there under (“schemes”) The Employees Provident Funds and Miscellaneous Provisions Act, 1952 ("EPF Act") was introduced with the object to institute compulsory provident fund for the benefit of employees in factories and other establishments. The EPF Act provides for the institution of provident funds and pension funds for employees in establishments where more than 20 (twenty) persons are employed and factories specified in Schedule I of the EPF Act. Under the EPF Act, the Central Government has framed the "Employees Provident Fund Scheme", "Employees Deposit-linked Insurance Scheme" and the "Employees Family Pension Scheme". Liability is imposed on the employer and the employee to contribute to the funds mentioned above, in the manner specified in the statute. There is also a requirement to maintain prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties for avoiding payments required to be made under the abovementioned schemes. 208The Employees State Insurance Act, 1948 All the establishments to which the Employees State Insurance (ESI) Act applies are required to be registered under the Act with the Employees State Insurance Corporation. The Act applies to those establishments where 20 or more persons are employed. The Act requires all the employees of the factories and establishments to which the Act applies to be insured in the manner provided under the Act. Further, employer and employees both are required to make contribution to the fund. The return of the contribution made is required to be filed with the ESI department. The Employees' State Insurance Rules, 1950 ensure implementation of the provisions of the Employees' State Insurance Act, 1948. The other labour laws applicable to the Company are: Minimum Wages Act, 1948 The Minimum Wages Act, 1948 is a significant labour law enacted by the Government of India to ensure that workers in various industries are paid a minimum wage for their work, preventing exploitation and ensuring fair compensation. The Act applies to workers employed in scheduled employments such as factories, mines, agriculture, construction, and more, as specified by the government. The Act empowers the Central and State Governments to set and revise minimum wage rates periodically, based on factors like the cost of living, skill levels, and industry norms. It mandates that employers must pay their employees at least the minimum wage, which can include basic wages and allowances like dearness allowance. Payment Of Wages Act, 1936 The Payment of Wages Act, 1936 is a labour law designed to ensure that workers are paid their wages promptly and without unauthorized deductions. The Act applies to workers employed in factories, railways, mines, and other specified establishments where the wages are below a certain limit. It applies to factories, industrial establishments, and other notified sectors, covering employees earning up to a specified wage limit. The Act mandates regular payment, legal modes of transaction, and protection of workers’ financial rights. Employees’ Compensation Act, 1923 The Employees’ Compensation Act, 1923 (formerly known as the Workmen’s Compensation Act) is a key social welfare legislation aimed at providing financial protection to employees and their dependents in cases of injury, disability, or death arising out of and in the course of employment. The Act makes it mandatory for employers to compensate employees for accidents resulting in personal injury or occupational disease, regardless of fault. It covers both partial and total disablement, and compensation is calculated based on the employee’s wages and the nature of the injury. The Act applies to specified classes of employees engaged in hazardous or manual work such as factories, mines, construction, plantations, transport, and other notified sectors Payment Of Gratuity Act, 1972 The Payment of Gratuity Act, 1972 is a law that provides a gratuity benefit to employees who have worked for a certain period in an organization, as a form of reward for long service. The Act applies to factories, mines, shops, and other establishments with 10 or more employees. Employees are eligible for gratuity after completing a minimum of five years of continuous service with the same employer. The amount of gratuity is calculated based on the employee's last drawn salary and the number of years work, with the formula being 15 days' wages for every completed year of service. The Payment of Gratuity Act is a crucial element of employee welfare, providing financial security for employees after the end of their employment. Payment Of Bonus Act, 1965 The Payment of Bonus Act, 1965 is a labour law enacted to ensure that employees in certain establishments receive a share in the profits of the organization in the form of an annual bonus. The Payment of Bonus Act, 1965 is applicable to every factory and every other establishment employing twenty (20) or more persons. Every employee shall be entitled to be paid 209by his employer in an accounting year, bonus, in accordance with the provisions of this Act, provided he has worked in the establishment for not less than thirty working days in that year. Industrial Disputes Act, 1947 The Industrial Disputes Act, 1947 is a significant piece of labour legislation in India that aims to promote industrial peace and harmony by providing a legal framework for the investigation and settlement of industrial disputes between employers and workers. The main objective of this Act is to prevent and resolve disputes arising between employers and employees, to maintain industrial peace, and to ensure smooth functioning of industries. It lays down procedures for conciliation, adjudication, and voluntary arbitration, helping to avoid strikes, lockouts, and other disruptions. The Industrial Disputes (Central) Rules, 1957 are a set of regulations framed under the Industrial Disputes Act, 1947 to govern the procedure for the settlement and adjudication of industrial disputes at the central level in India. These rules provide a framework for the conciliation, arbitration, and adjudication of disputes between employers and employees in industries under central jurisdiction, such as railways, mines, oilfields and public sector undertakings. The Maternity Benefit Act, 1961 The Maternity Benefit Act, 1961 is a labour law in India that provides for maternity benefits and protects the employment of women during the time of their maternity leave. The Act applies to factories, mines, and establishments with 10 or more employees and guarantees that women are entitled to a paid maternity leave of up to 26 weeks for the birth of a child. The Act also covers women who have worked for a minimum of 80 days in the 12 months immediately preceding the date of delivery. The Maternity Benefit Act is a significant step in promoting gender equality at work by ensuring that women can balance work and family responsibilities without compromising their economic security. The Equal Remuneration Act, 1976 And Equal Remuneration Rules, 1976 The Equal Remuneration Act, 1976 is a law designed to ensure equal pay for equal work for both men and women in India, aiming to eliminate gender-based wage discrimination in the workplace. The Act mandates that employers must pay equal remuneration to men and women workers for performing the same or similar work or work of equal value, thereby promoting gender equality in employment. The law prohibits discrimination in recruitment, training, promotions, or conditions of service based on gender. It applies to all establishments, whether in the public or private sector, and covers factories, mines, and other establishments. The Equal Remuneration Act plays a significant role in promoting fairness and equality at work, striving to remove the barriers of gender-base pay disparity The Child and Adolescent Labour (Prohibition And Regulation) Act, 1986 The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986 is a law enacted in India to prohibit the employment of children below the age of 14 years in certain hazardous occupations and regulate the working conditions of adolescents (14 to 18 years). The primary aim of the Act is to prevent the exploitation of children by prohibiting their employment in dangerous or unhealthy jobs, particularly in sectors like factories, mines, and hazardous industries. It also provides for the rehabilitation and education of children who are rescued from labour. The Act is part of India's efforts to eliminate child labour and ensure that children and adolescents are protected and provided with opportunities for education and healthy development. Apprentices Act, 1961 The Apprentices Act, 1961 is a law enacted to regulate and promote the training of apprentices in various industries and establishments in India. The Act aims to provide a structured system of vocational training for young individuals, helping them gain skills and knowledge in specific trades, thereby improving their employability. The Act applies to establishments that have a training program for apprentices and mandates that employers provide both on-the-job training and theoretical education in certain trades. It defines the roles and responsibilities of both apprentices and employers, including the terms of apprenticeship, working conditions, and remuneration. Aim to regulate and control the training of apprentices in India, 210ensuring a skilled workforce by providing practical training and bridging the gap between academia and industry. It applies to all establishments with 30 or more employees, mandating them to engage apprentices in designated trades. The Government of India has consolidated 29 central Labour laws into four Codes namely Code of Wages 2019, The Code on Social Security, 2020, The Industrial Relations Code, 2020 and Occupational Safety, Health and Working Conditions Code, 2020. All these codes have received the assent of President of India but none of them has been made effective till date. Brief descriptions of each of the codes are given below: Code of Wages, 2019 The Code aims to consolidate the laws relating to wages and bonus and matters connected therewith or incidental thereto. It received the assent of President of India on August 08, 2019. The Code contains procedure for fixing minimum wage, limit for fines and deductions in wages, minimum and maximum bonus, calculation of allocable and available surplus, as well as gender neutral consideration in fixing wages. The Code has given the power to Central Government to fix a “floor wage” and the State governments cannot fix any minimum wage less than the “floor wage”. It amalgamates and subsumes four imperative labour laws - the Payment of Wages Act, 1936; the Minimum Wages Act, 1948; the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The date of implementation of the Code is yet to be notified. The Code on Social Security, 2020 This Code received the assent of President of India on September 28, 2020 though the implementation of the same is yet to be notified. The Code aims to provide better social security benefits such as provident fund, insurance and gratuity to workers. It extends the reach of the Employees' State Insurance Corporation and the Employees' Provident Fund Organization (which regulate benefits such as provident fund, insurance, pension, etc.) to the workers in the unorganized sector and the platform and gig workers. The Code further stipulates gratuity benefit for fixed term employees without any condition for minimum service period as envisaged under the current regime. The Code has repealed the following 9 (nine) major labour law legislations: (i) The Employee’s Compensation Act, 1923; (ii) The Employees’ State Insurance Act, 1948; (iii) The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; (iv) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; (v) The Maternity Benefit Act, 1961; (vi) The Payment of Gratuity Act, 1972; (vii) The Cine-Workers Welfare Fund Act, 1981; (viii) The Building and Other Construction Workers’ Welfare Cess Act, 1996; and (ix) The Unorganized Workers’ Social Security Act, 2008. The Industrial Relations Code, 2020 This Code received the assent of President of India on September 28, 2020 though the implementation of the same is yet to be notified. The Code aims to streamline the laws regulating industrial disputes and trade unions in India. For the benefit of the employers, the Code has introduced various aspects such as increasing the threshold of workers to three hundred (300) for obtaining the consent of the concerned government in case of lay off, retrenchment or closure of the establishment, notice of change not required to be given subject to the conditions stipulated in the Code, increasing the wage threshold to INR 18,000 (Indian Rupees Eighteen Thousand) for exclusion from the definition of worker, etc. The Industrial Relations Code also introduces the concept of deemed certification of standing orders. The Code subsumes three labour laws relating to industrial relations, namely, the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947. Occupational Safety, Health and Working Conditions Code, 2020 The Occupational Safety, Health and Working Conditions Code, 2020 (OSH Code) is one of three new labor codes that will consolidate the bulk of labor legislation in India and streamline labor compliance besides expanding the social security net for workers. This Code received the assent of President of India on September 28, 2020 though the implementation of the same is yet to be notified. Rules to implement the Code are expected to be finalized in the next few weeks. 211New establishments covered by the OSH Code must register themselves (within 60 days of commencement of the Code) with registering officers appointed by the appropriate government. Establishments already registered under any other federal law will not be required to register again. Every employer is directed to undertake the following obligations by the OSH Code: • Ensure that the workplace is free from hazards can cause injury or occupational disease to the employees and comply with the OSH Code and the government’s directions on the same; • Provide free annual health examination or testing, free of cost, to certain classes of employees; • Provide and maintain, as reasonably practical, a working environment that is safe and without risk to the health of the employees; • Issue letters of appointments to employees; and • Ensure that no charge is levied on any employee for maintenance of safety and health at workplace, including the conduct of medical examination and investigation for the purpose of detecting occupational diseases. Further, the Code directs employers with respect to factories, mines, dock work, building and other construction work, or plantations to ensure: (i) safety arrangements in the workplace and absence of risk to health in connection with the use, storage, and transport of articles and substances; (ii) provision of such information, instruction, training, and supervision as are necessary to ensure the health and safety of all employees at work, etc. This Code shall subsume more than 10 labour laws including Factories Act 1948, Contract Labour Act 1970 and Mines Act 1952. Tax laws In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations that may be applicable to the operations of our Company include: Income-tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years; The Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of the Income Tax Act or rules made there under depending upon its “Residential Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income tax under the Income Tax Act is required to comply with the provisions thereof, including those relating to tax deduction at source, advance tax, minimum alternative tax, etc. Goods and Service Tax Act, 2017 The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the Central Government and by the state government including union territories on intra-state supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods or services. The GST is enforced through various acts viz. Central Goods and Services Act, 2017 (“CGST”), relevant state’s Goods and Services Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017 (“UTGST”), Integrated Goods and Services Act, 2017 (“IGST”), Goods and Services Tax (Compensation to States) Act, 2017 and various rules made thereunder. 212Intellectual Property Laws The Trade Marks Act, 1999 (“Trademarks Act”) The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks Act also governs the statutory protection of trademarks and prohibits any registration of deceptively similar trademarks or chemical compounds, among others. Indian law permits the registration of trademarks for both goods and services It also provides for infringement, falsifying and falsely applying for trademarks. Under the provisions of the Trademarks Act, an application for trademark registration may be made before the Trademark Registry by any person claiming to be the proprietor of a trade mark, whether individual or joint applicants, and can be made on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored. Further, pursuant to the notification of the Trade Marks (Amendment) Act, 2010 simultaneous protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks. The Trade Marks (Amendment) Act, 2010 also seeks to simplify the law relating to transfer of ownership of trademarks by assignment or transmission and to conform Indian trademark law to international practice. Copyrights Act, 1957 The Copyrights Act governs copyright protection in India. Under the Copyright Act, copyright may subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings. Following the issuance of the International Copyright Order, 1999, subject to certain exceptions, the provisions of the Copyright Act apply to nationals of all member states of the World Trade Organization. While copyright registration is not a prerequisite for acquiring or enforcing a copyright, registration creates a presumption favoring ownership of the copyright by the registered owner. Copyright registration may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Once registered, the copyright protection of a work lasts for 60 years. The remedies available in the event of infringement of a copyright under the Copyright Act include civil proceedings for damages, account of profits, injunction and the delivery of the infringing copies to the copyright owner. The Copyright Act also provides for criminal remedies, including imprisonment of the accused, imposition of fines and seizure of infringing copies. Patents Act, 1970 (Patent Act) The purpose of the Patent Act in India is to protect inventions. Patents provide the exclusive rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the patent. An application for a patent can be made by (a) person claiming to be the true and first inventor of the invention; (b) person being the assignee of the person claiming to be the true and first invention in respect of the right to make such an application; and (c) legal representative of any deceased person who immediately before his death was entitled to make such an application. Penalty for the contravention of the provisions of the Patents Act include imposition of fines or imprisonment or both. THIS SPACE IS LEFT BLANK INTENTIONALLY 213HISTORY AND CORPORATE STRUCTURE BRIEF HISTORY OF OUR COMPANY Our Company was incorporated as “Srinibas Pradhan Constructions Private Limited” a private limited company in Orissa, India under the provisions of the Companies Act, 2013, pursuant to certificate of incorporation dated September 25, 2020 issued by the Central Registration Centre. Upon the conversion of our Company into a public limited company, pursuant to a resolution passed by our Board on December 02, 2023 and by our Shareholders’ on December 27, 2023, the name of our Company was changed to “Srinibas Pradhan Constructions Limited” and a fresh certificate of incorporation dated February 09, 2024 was issued by the Registrar of Companies, Cuttack. The registered office of our company is situated at Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217. The Corporate Identification Number of our Company is U45201OR2020PLC034275. For information on the Company’s activities, market, growth and managerial competence, please see the chapters “Our Management”, “Our Business” and “Our Industry” beginning on pages 218, 157 and 142 respectively of this Red Herring Prospectus. CHANGES IN THE REGISTERED OFFICE OF OUR COMPANY Except as stated below there has been no change in our Registered Office since incorporation of the Company till the date of this Red Herring Prospectus: Change in Registered Office Reason Effective From To Date Plot No. 813, Khata No. C/O- Srinibas Pradhan, Near 106/548, Brajraj Nagar, To update the full and correct July 24, Chuakani, PO- Lamtibahal, Chhualiberna, Jharsuguda, address including plot number, 2025 Jharsuguda, Orissa - 768216, Belpahar Rs, Jharsuguda, without actual change in location India Belpahar, Orissa, India, 768217 MAIN OBJECTS OF OUR COMPANY The main objects of our Company, as contained in our Memorandum of Association, are as set forth below: 1) To carry on the business of civil, mechanical, electrical and transportation etc, and all kinds of construction contracts, fabrication & erection contracts and transportation contracts, to undertake all kinds of civil construction, mechanical, electrical and engineering work contracts, excavation works, fabrication and supervision jobs from Central Government, State Government, Local authorities, local bodies, statutory corporations, other companies, private parties, non-government individuals or any person in or outside India. 2) To purchase or otherwise acquire, take on lease, in exchange, hire or otherwise acquire an interest in any immovable property including residential, industrial, commercial, agricultural or farm lands, plots, mansions, villas, buildings, house, apartments, flats, colonies or areas within or outside municipal corporation or other local bodies, anywhere within the domain of India, to divide the same in to suitable plots and rent, lease or sell the plots to the people for building house, bungalows and business premises and to build & construct residential house, residential and non- residential flats, apartments, shopping malls, multiplexes, holiday resorts, business premises and residential colonies, and rent or sell the same to the public and realise the cost in lump sum or easy installments and start any housing scheme. To purchase, sell and otherwise to carry on the business of builders, promoters, architects, engineers, estate agents, decorators, surveyors, merchants and dealers in stone, cement, bricks, timber, house and estate agents, and to purchase for investment or resale and to trade in land, mansions, villas, houses and other property of any tenure and interest therein, to create, sell and deal in freehold and house hold properties to pay ground rents, and to make advances upon 214the security of land or house or other property or any interest therein, and generally to deal in trade by way of sale, lease, exchange, or otherwise with land and house property. AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION Set out below are the amendments to our Memorandum of Association since incorporation to till date of this Red Herring Prospectus: Date of Shareholders’ Amendment Approval Alteration in Capital Clause: December 27, The Initial authorized capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 10,00,000 2023 Equity Shares of face value of Rs. 10/- each was increased to Rs. 7,00,00,000/- (Rupees Seven Crore only) consisting of 70,00,000 Equity Shares of face value of Rs. 10/- each. Change in Name Clause: December 27, Conversion of private company into public company and subsequent change of name from ‘Srinibas 2023 Pradhan Constructions Private Limited’ to ‘Srinibas Pradhan Constructions Limited’. Alteration In Clause III(B) of Memorandum of Association January 28, Sub clause 39 has been removed vide Special resolution passed by the members of the company in 2025 the Extra Ordinary General Meeting. Alteration in Capital Clause: The Authorized capital of Rs. 7,00,00,000/- (Rupees Seven Crore only) consisting of 70,00,000 June 02, 2025 Equity Shares of face value of Rs. 10/- each was increased to Rs. 10,00,00,000/- (Rupees Ten Crore only) consisting of 1,00,00,000 Equity Shares of face value of Rs. 10/- each. MAJOR EVENTS AND MILESTONES OF OUR COMPANY The table below sets forth some of the key events and milestones in the history of our Company: Year Event Our Company was incorporated as Srinibas Pradhan Constructions Private Limited under the Companies 2020 Act, 2013 as a private limited company Obtained P.W.D. Contractors Registration Certificate as a ‘B’ Class contractor, enabling us to participate 2020 in government tenders in the State of Odisha Company purchased Ammann ABC EcoTec Asphalt-Mixing Plant for Road Construction having capacity 2023 of 120 tons per hour Our Company was converted into Public Limited Company vide fresh certificate of incorporation dated 2024 February 09, 2024 Streamlined and unified our ventures under a unified corporate umbrella whereby Srinibas Pradhan Infra 2024 Private Limited starting operating as a wholly owned subsidiary of Srinibas Pradhan Constructions Limited KEY AWARDS, ACCREDITATIONS OR RECOGNITION The table below sets forth some of the key awards, accreditations and recognitions received by our Company: Year Key awards, accreditations and recognitions 2022 Company obtained ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certifications SIGNIFICANT FINANCIAL OR STRATEGIC PARTNERSHIPS Our Company does not have any significant financial or strategic partnerships as on the date of filing of this Red Herring Prospectus. TIME/COST OVERRUN IN SETTING UP PROJECTS As on the date of this Red Herring Prospectus, there has been no time or cost over-run in respect of our business operations. 215DEFAULTS OR RESCHEDULING/ RESTRUCTURING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS There have been no defaults or rescheduling of borrowings with financial institutions or banks by our Company. For information related to borrowings kindly refer to section titled “Financial Indebtedness” on page 302. LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY IN NEW GEOGRAPHIES OR EXIT FROM EXISTING MARKETS For details pertaining to launch of key services, entry in new geographies or exit from existing markets, please refer to “Our Business” on page 157 of this Red Herring Prospectus. CORPORATE PROFILE OF OUR COMPANY Details regarding the description of our Company’s activities, services, managerial competence, major suppliers, and customers, please refer to the chapters titled “Our Business”, “Our Management” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on page 157, 218 and 278 respectively, of this Red Herring Prospectus. DETAILS REGARDING MATERIAL ACQUISITIONS OR DIVESTMENTS OF BUSINESS/UNDERTAKINGS, MERGERS, AMALGAMATION, ANY REVALUATION OF ASSETS ETC., IF ANY, IN THE LAST TEN YEARS. Except as stated below, our Company has not made any material acquisition or disinvestments of business/undertakings, mergers and amalgamations. Originally, our Wholly-Owned Subsidiary, Srinibas Pradhan Infra Private Limited, was owned by our Promoters, Srinibas Pradhan and Ramakanta Pradhan. On March 31, 2024, our Company acquired 14,01,366 equity shares of Rs. 10/- (Rupees Ten Only) each, constituting 48.90% of the share capital. Further, on May 09, 2024, our Company acquired an additional 14,64,400 equity shares of Rs. 10/- (Rupees Ten Only) each, bringing our total ownership to 100% of the total share capital. CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE YEARS There has not been any change in the activity of our Company during the last five (5) years preceding the date of this Red Herring Prospectus. CAPACITY/FACILITY CREATION, LOCATION OF PLANTS For details pertaining to capacity/ facility creation, location of plant please refers to “Our Business” on page 157 of this Red Herring Prospectus. DETAILS OF PROMOTER AND PROMOTER GROUP Mr. Srinibas Pradhan, Mr. Ramakanta Pradhan and Mr. Ananda Kumar Sahu were the original Promoters of our Company holding 10,000 equity shares each of the Company. Mr. Ananda Kumar Sahu’s shares were then transferred to Mr. Srinibas Pradhan on January 25, 2024. Pursuant to Regulation 2(oo) of the SEBI ICDR Regulations, Mr. Srinibas Pradhan, Mr. Ramakanta Pradhan and Mr. Jyotshna Padhan are the Promoters, owing to their control over the affairs of our Company directly as a director and with whose advice, directions and instructions the Board of Directors of our Company is accustomed to act. Accordingly, as on the date of this Red Herring Prospectus, our Company has three Promoters. For more information, please refer chapter titled “Our Promoters and Promoter Group” and “Capital Structure” on page 235 and 95 respectively. HOLDING COMPANY OF OUR COMPANY Our Company has no holding company as on the date of filing of this Red Herring Prospectus. SUBSIDIARY COMPANY OF OUR COMPANY As on the date of this Red Herring Prospectus, our Company has one Wholly Owned Subsidiary Company, namely, Srinibas 216Pradhan Infra Private Limited. For further information, please refer to the section titled “Our Subsidiary” on page 242 of this Red Herring Prospectus. ASSOCIATE COMPANY OF OUR COMPANY AND JOINT VENTURES As on date of this Red Herring Prospectus, our Company does not have any associate company and Joint Ventures. AGREEMENT WITH KEY MANAGERIAL PERSONNEL OR DIRECTORS OR PROMOTERS OR ANY OTHER EMPLOYEE OF THE COMPANY There are no agreements entered into by a Key Managerial Personnel or Senior Management Personnel or Directors or Promoter or any other employee of our Company, either by themselves or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company. INJUNCTIONS OR RESTRAINING ORDERS There are no injunctions/restraining orders that have been passed against the company. GUARANTEES GIVEN BY PROMOTERS OFFERING ITS SHARES IN THE OFFER Except as stated in the section titled “Financial Indebtedness” on page 302, no guarantee has been issued by our Promoters offering their Equity Shares in the Offer. DETAILS OF PAST PERFORMANCE For details in relation to our financial performance in the previous five financial years, including details of non-recurring items of income, refer to section titled “Restated Consolidated Financial Statements” beginning on page 249 of this Red Herring Prospectus. SHAREHOLDERS AGREEMENTS Our Company has not entered into any shareholders agreement as on date of filing of this Red Herring Prospectus. OTHER MATERIAL AGREEMENTS As on the date of filing of this Red Herring Prospectus, our Company has not entered into any specific or special agreements except that has been entered into in ordinary course of business and agreement dated March 18, 2024 with Whole-Time Director and Managing Director for their appointment and Lease Agreement dated August 28, 2024 with Srinibas Pradhan for the lease of our registered office. OTHER DISCLSOURES 1. As on date of Red Herring Prospectus, there are no other agreements and clauses/covenants which are material and which need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in the Red Herring Prospectus. 2. As on the date of Red Herring Prospectus, there are no findings/observations of any of the inspections by SEBI or any other regulator which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than ones which have already disclosed in RHP. 3. We confirm that there is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of our Company) and our Company, Key Managerial Personnel and Directors. 4. There is no conflict of interest between the lessor of the immovable properties, (crucial for operations of the company) and the company, Promoter, Promoter Group, Key Managerial Personnel, Directors and subsidiaries / Group Company and its directors. 217OUR MANAGEMENT BOARD OF DIRECTORS Under our Articles of Association, we are required to have not less than 3 directors and not more than 15 directors, subject to the applicable provisions of the Companies Act, 2013. As on the date of this Red Herring Prospectus, our Company has six (6) directors on the Board of whom one (1) is a Chairman and Whole-Time Director, one (1) is a Managing Director, one (1) is a Non- Executive Director and three (3) are Non- Executive Independent Directors. Our Non-Executive Director is a woman director in our Board. 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 regarding our Board of Directors as on the date of filing of this Red Herring Prospectus: Sr. Name, DIN, Date of Birth, Age, Qualification, Date of Appointment Other Directorships No. Designation, Address, Occupation, Experience, / Change in Current Nationality, and Term Designation 1. Name: Ramakanta Pradhan Initially appointed as Srinibas Pradhan Director on September Infra Private Limited DIN: 08894068 25, 2020. Date of Birth: June 26, 1977 Further, Designated as Age: 48 Years the Chairman & Whole-Time Director Qualification: 12th Pass with effect from March Designation: Chairman & Whole-Time Director 08, 2024. Address: Chhualiberna Belpahad, Belpahar, Jharsuguda, Odisha- 768218, India Occupation: Business Experience: 28 years of valuable business experience of infrastructure and construction Industry. Nationality: Indian Term: Liable to retire by rotation 2. Name: Srinibas Pradhan Initially appointed as Srinibas Pradhan Director on September Infra Private Limited DIN: 03597468 25, 2020. Date of Birth: April 05, 1982 Further, Designated as Age: 43 Years the Managing Director with effect from March Qualification: 10th Pass 08, 2024. Designation: Managing Director Address: Chhualiberna Belpahad, Belpahar, Jharsuguda, Odisha- 768217, India 218Occupation: Business Experience: 24 years of experience in planning and managing infrastructure and construction projects. Nationality: Indian Term: for a period of five 5 years w.e.f March 08, 2024 3. Name: Jyotshna Pradhan Appointed as Director NA with effect from March DIN: 10539331 08, 2024. Date of Birth: July 09, 1988 Age: 37 Years Qualification: Bachelor’s Degree in Arts Designation: Non-Executive Director Address: Chhualiberna Belpahad, Belpahar, Jharsuguda, Odisha- 768217, India Occupation: Business Experience: 8 years of experience in inventory management. Nationality: Indian Term: Liable to retire by rotation 4. Name: Biranchi Narayan Hota Appointed as NA Additional DIN: 10560271 Independent Director Date of Birth: January 15, 1958 on April 30, 2024. Age: 68 Years Further, designated as Independent Director Qualification: Post Graduate Diploma in with effect from May Sericulture 18, 2024 Designation: Non-Executive & Independent Director Address: Plot No. 4704/5004, Adimata Colony, Mancheswar Railway Colony, Bhubaneswar, Khorda, Odisha- 751017, India Occupation: Nil Experience: 41 years of experience in Government sector. Nationality: Indian Term: For a period of 5 years w.e.f April 30, 2024 to April 29, 2029 2195. Name: Ayushi Sharma Appointed as • Srinibas Pradhan Additional Infra Private DIN: 10576765 Independent Director Limited on April 30, 2024. • Shivchem Agro Date of Birth: January 23, 1998 Limited Further, designated as Age: 28 Years Independent Director with effect from May Qualification: Bachelor of Commerce, LLB 18, 2024 Designation: Non-Executive & Independent Director Address: House No. B-1555, Shastri Nagar, Ashok Vihar, Dist. North West Delhi, Delhi- 110052, India Occupation: Professional Experience: 5 years of legal expertise Nationality: Indian Term: For a period of 5 years w.e.f April 30, 2024 to April 29, 2029 6. Name: Prithiwiraj Singdeo Appointed as NA Additional DIN: 10610762 Independent Director on April 30, 2024. Date of Birth: March 27, 1968 Further, designated as Age: 57 Years Independent Director with effect from May Qualification: Bachelor of Commerce, LLB 18, 2024. Designation: Non-Executive & Independent Director Address: Gumadera, Near Muncipality, Belpahar, Jharsuguda, Odisha – 768218, India Occupation: Professional Experience: 26 years of legal expertise Nationality: Indian Term: For a period of 5 years w.e.f April 30, 2024 to April 29, 2029 220BRIEF BIOGRAPHY OF OUR DIRECTORS Ramakanta Pradhan, aged 48 years, is a founding Promoter of our Company, holding the position of Chairman and Whole-Time Director since March 08, 2024. He was appointed as the First Director on the Board of our Company upon its incorporation on September 25, 2020. Ramakanta Pradhan brings over 28 years of valuable business experience to the Company. Previously, he worked in the Belpahar Municipality of Jharsuguda, Odisha. Presently, his responsibilities include overseeing project bidding, liaising with officials and departments, as well as managing the overall financial aspects of our Company. Srinibas Pradhan, aged 43 years, is a founding Promoter of our Company, holding the position of Managing Director since March 08, 2024. He undertook the role of the First Director on the Board upon the incorporation of our Company on September 25, 2020. Srinibas Pradhan established the erstwhile sole proprietorship M/s Srinibas Pradhan' in 2001 and has over 24 years of experience in planning and managing infrastructure and construction projects. His extensive experience provides a solid foundation for strategizing and efficiently executing complex projects. His expertise covers various aspects of civil construction and infrastructure development, ensuring that our company adheres to high standards of excellence in planning and operations. Jyotshna Pradhan, aged 37 years, is a Promoter, Non-Executive & Non- Independent Director of our Company since March 08, 2024. She holds a Bachelor’s Degree in Arts from Sambalpur University. With over 8 years of experience, her expertise lies in ash bricks and paver block production including production planning, quality control and inventory management. Further she manages client relationships for renting of construction and civil engineering equipments. Prior to this, there is no employment in any company. Biranchi Narayan Hota, aged 68 years is a Non-Executive and Independent Director of our Company since April 30, 2024. Biranchi Narayan Hota holds a Post Graduate Diploma in Sericulture from the Central Silk Research and Training Institution in Mysore, Karnataka. He has also completed specialized Training Courses on Tackling Urban Slums and Urban Risk Reduction from the Gopabandhu Academy of Administration in Bhubaneswar. With over 41 years in the Government sector, he has served in the Sericulture sector under the Textile, Handloom & Handicraft Department, Government of Orissa, and Urban Local Bodies under the Housing & Urban Development Department, Government of Orissa. He has been honored with a certificate of excellence for his role in implementing the Backward Region Grant Fund Scheme from the Zila Parishad / District Rural Development Agency in Jharsuguda. 221Ayushi Sharma, aged 28 years is a Non-Executive and Independent Director of our Company since April 30, 2024. Ayushi Sharma holds a Bachelor’s Degree in Commerce from the University of Delhi and a Bachelor’s Degree in Law from Chaudhary Charan Singh University. With over 5 years of experience, she specializes in legal compliance matters, including filing cases before National Company Law Tribunal / National Company Law Appellate Tribunal Benches nationwide, drafting claims under the Insolvency and Bankruptcy Code, 2016, handling filings under the Micro, Small and Medium Enterprises Development Act, 2006, and performing company secretarial tasks. She is currently serving as a Legal Associate, leveraging her expertise in these areas. Prithiwiraj Singdeo, aged 57 years is a Non-Executive and Independent Director of our Company since April 30, 2024. Prithiwiraj Singdeo holds a Bachelor’s Degree in Commerce from Sambalpur University and Bachelors of Laws from Sambalpur University. With over 26 years of legal expertise and Orissa State Bar Council registration, he is an active practitioner at the Jharsuguda District Bar Association. His practice encompasses a wide range of cases including civil, criminal, revenue, consumer, and miscellaneous matters. DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) OF THE ABOVE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE BEEN / WERE SUSPENDED FROM BEING TRADED OR DELESTED ON ANY OF THE STOCK EXCHANGES, DURING HIS/HER TENURE 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 Red Herring Prospectus, during the term of their directorship in such company. 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. RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGERIAL PERSONNEL Except as mentioned below none of the Directors and Key Managerial Personnel of our Company are related to each other as per Section 2(77) of the Companies Act, 2013: Name Designation Relationship Ramakanta Pradhan Chairman and Whole-Time Director Brother of Srinibas Pradhan Srinibas Pradhan Managing Director Brother of Ramakanta Pradhan Jyotshna Pradhan Non- Executive Director Wife of Srinibas Pradhan 222CONFIRMATIONS As on the date of this Red Herring Prospectus: 1. None of the Directors are categorized as a wilful defaulter or fraudulent borrower, as defined under Regulation 2(1)(lll) of SEBI ICDR Regulations. 2. None of our Directors have interest in any property acquired by our Company within two years of the date of this Red Herring Prospectus. 3. None of our Directors have been declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, nor have been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic Offenders Act, 2018. 4. None of the Promoter or Directors has been or is involved as a promoter or director of any other Company which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority. ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDER, CUSTOMERS, SUPPLIERS OR OTHERS There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or Member of their senior management. SERVICE CONTRACTS WITH DIRECTORS The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon termination of employment. TERMS OF EMPLOYMENT OF OUR DIRECTORS Terms of employment of our Chairman and Executive Director Pursuant to a resolution passed by the Board of Directors at the meeting held on March 08, 2024 and approved by the Shareholders of our Company at the EGM held on March 18, 2024, Ramakanta Pradhan was appointed as the Chairman and Whole-Time Director of our Company, liable to retire by rotation, and the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of our Chairman and Executive Director have been summarized below: Basic Salary Rs. 3,00,000 (Rupees Three Lakhs Only) per month with an annual increment of 20% Perquisites In addition to the salary, the Chairman and Whole Time Director of our Company is entitled to the following perquisites and allowances: • Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical insurance for self and family subject to a ceiling of one month’s salary in a year or three months’ salary over a period of three years. • Leave Travel Concession: Leave travel concession for self and family once in a year incurred in accordance with rule of the Company. Explanation: Family means, the Spouse, the dependent children and dependent parents • Personal Accident Insurance: Personal accident insurance of an amount, the annual premium of which does not exceed ₹ 0.25 lakhs per annum. • Gratuity as per the rules of the Company: a) Company’s contribution towards superannuation fund as per the rules of the Company; and b) The aforesaid perquisites stated for the payment of gratuity shall not be included in the computation of aforesaid ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. 223• Earned Leave: On full pay and allowance and perquisites as per the rules of the company, but not exceeding one-month salary for eleven months service. Encashment of leave at the end of the tenure shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary. • Provision for car and telephone. Minimum In the event of loss or inadequacy of profits in any financial year, Ramakanta Pradhan shall be Remuneration entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by the Board of Directors and the members, as minimum remuneration. Terms of employment of our Managing Director Pursuant to a resolution passed by the Board of Directors at the meeting held on March 08, 2024 and approved by the Shareholders of our Company at the EGM held on March 18, 2024, Srinibas Pradhan was appointed as the Managing Director of our Company for a period of five (05) years with effect from March 08, 2024 and the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of our Managing Director have been summarized below: Basic Salary Rs. 3,00,000 (Rupees Three Lakhs Only) per month with an annual increment of 20% Perquisites In addition to the salary, the Managing Director of our Company is entitled to the following perquisites and allowances: • Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical insurance for self and family subject to a ceiling of one month’s salary in a year or three months’ salary over a period of three years. • Leave Travel Concession: Leave travel concession for self and family once in a year incurred in accordance with rule of the Company. Explanation: Family means, the Spouse, the dependent children and dependent parents • Personal Accident Insurance: Personal accident insurance of an amount, the annual premium of which does not exceed ₹ 0.25 lakhs per annum. • Gratuity as per the rules of the Company: a) Company’s contribution towards superannuation fund as per the rules of the Company; and b) The aforesaid perquisites stated for the payment of gratuity shall not be included in the computation of aforesaid ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. • Earned Leave: On full pay and allowance and perquisites as per the rules of the company, but not exceeding one-month salary for eleven months service. Encashment of leave at the end of the tenure shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary. • Provision for car and telephone. Minimum In the event of loss or inadequacy of profits in any financial year, Srinibas Pradhan shall be entitled Remuneration to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by the Board of Directors and the members, as minimum remuneration. Sitting fees to Non-Executive Director and Non-Executive Independent Directors Pursuant to a resolution of our Board dated April 30, 2024 our Non-Executive Director and Non-Executive Independent Directors are entitled to receive sitting fees of Rs. 15,000/- (Rupees Fifteen Thousand Only) for attending each meeting of our Board and the committees, constituted of the Board respectively. Further, our Non-Executive Director and Non- Executive Independent Directors may be paid reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations. 224REMUNERATION / COMPENSATION PAID TO DIRECTORS Remuneration paid to Directors during preceding financial year i.e. FY 2023-24 and 2024-25 are as follows: Remuneration Sr. Remuneration Name of Directors Designation for FY 2024-25 Reason No. for FY 2023-24 (Rs. in Lakhs) Whole-Time Remuneration has been paid 1. Ramakanta Pradhan 15.00 2.32 Director effective March 08, 2024 Managing Remuneration has been paid 2. Srinibas Pradhan 13.80 2.32 Director effective March 08, 2024 Contingent and deferred compensation payable to the Directors As on the date of this 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 the Directors Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have participated. QUALIFICATION SHARES REQUIRED TO BE HELD BY DIRECTORS Our Articles of Association do not require our directors to hold qualification shares. SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY The following table details the shareholding of our directors as on the date of this Red Herring Prospectus: No. of Equity % of Pre-Offer Equity Share Sr. No. Name of the Director Shares Capital 1. Ramakanta Pradhan 24,50,500 39.86 2. Srinibas Pradhan 27,91,473 45.41 INTERESTS OF DIRECTORS All of our Directors may be deemed to be interested to the extent of fees payable, if any to them for attending meetings of the Board or committees thereof as well as to the extent of other remuneration and reimbursement of expenses payable, if any to them under our Articles of Association, and/or to the extent of remuneration paid to them for services rendered as an officer or employee of our Company. Some of our Directors may be deemed to be interested to the extent of consideration received/paid or any loan or advances provided to anybody corporate including companies and firms and trusts, in which they are interested as directors, members, partners or trustees. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, promoters, and /or trustees pursuant to this Offer. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares, if any. Except as stated in the chapter “Our Management” and ‘Related Party Transactions’ beginning on page 218 and 244 respectively of this Red Herring Prospectus and described herein to the extent of shareholding in our Company, if any, our Directors do not have any other interest in our business. Our Directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and Bankers to the Offer or any such intermediaries registered with SEBI. 225No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise for services rendered by them by such firm or company, in connection with the promotion or formation of our Company. Further, our directors are also directors on the boards, or are shareholders, kartas, trustees, proprietors, members or partners, of entities with which our Company 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 “Related Party Transactions” on page 244. Except as disclosed in “Restated Consolidated Financial Statements” and “Financial Indebtedness” on page 249 and 302, respectively in this Red Herring Prospectus, Further, our Promoter, Ramakanta Pradhan is co-borrowers in vehicle loan availed by our Company and Our promoters have provided personal properties as collateral securities for the cash credit facility and bank guarantee facility availed by our Company, our directors have not extended any personal guarantees for securing the repayment of the bank loans obtained by our Company. For further details, please refer to the chapter titled “Financial Indebtedness” on page 302 of this Red Herring Prospectus. There is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds from the Offer. No loans have been availed by our Directors from our Company. INTEREST IN THE PROMOTION AND FORMATION OF OUR COMPANY As on the date of this Red Herring Prospectus, except Ramakanta Pradhan, Srinibas Pradhan and Jyotshna Pradhan, Promoters of our Company, none of our other Directors and Key Managerial Personnel are interested in the promotion or formation of our Company. For further details, see “Our Promoters and Promoter Group” on page 235. INTEREST IN THE PROPERTY OF OUR COMPANY Our Directors have not entered into any contract, agreement or arrangements during the preceding two years from the date of this Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them. INTEREST OF OUR DIRECTORS IN ACQUISITION OF LAND, CONSTRUCTION OF BUILDING OR SUPPLY OF MACHINERY Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery. INTEREST AS A CREDITOR OF OUR COMPANY As on the date of this Red Herring Prospectus, our company has not availed loans from the Directors of our company. For further details, refer to chapter titled “Financial Indebtedness” and “Related Party Transactions” on page 302 and 244 respectively OTHER INDIRECT INTEREST Except as stated in chapter titled “Restated Consolidated Financial Statements” beginning on page 249, none of our sundry debtors or beneficiaries of loans and advances are related to our directors. CHANGES IN OUR BOARD OF DIRECTORS IN THE LAST 3 YEARS The Changes in the Board of Directors of our Company in the three years preceding the date of this Red Herring Prospectus are as follows: Name Date of event Nature of event Reason Ananda Kumar Sahu March 08, 2024 Resignation Resigned due to personal reasons Jyotshna Pradhan March 08, 2024 Appointment To comply with the provisions of law Ramakanta Pradhan March 08, 2024 Change in Designation To comply with the provisions of law Srinibas Pradhan March 08, 2024 Change in Designation To comply with the provisions of law 226Name Date of event Nature of event Reason Biranchi Narayan Hota April 30, 2024 Appointment To comply with the provisions of law Ayushi Sharma April 30, 2024 Appointment To comply with the provisions of law Prithiwiraj Singdeo April 30, 2024 Appointment To comply with the provisions of law BORROWING POWERS OF OUR BOARD OF DIRECTORS Our Company has passed a resolution in the Extra Ordinary General Meeting of our Company held on March 18, 2024 whereby consent of the members of our Company was accorded to the Directors of our Company pursuant to Section 180(1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the ordinary course of business) may exceed in the aggregate, the paid-up capital of our Company and its free reserves and securities premium, provided however, the total amount so borrowed in excess of the aggregate of the paid-up capital of our Company and its free reserves and securities premium shall not at any time exceed Rs. 1,00,00,00,000/- (Rupees One Hundred Crore only). CORPORATE GOVERNANCE Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective Independent Board, the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law. We have a Board constituted in compliance with the Companies Act, 2013 and as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically. As on date of this Red Herring Prospectus, as our Company is coming with an Offer in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Currently, our Board has 6 (Six) Directors. We have 1 (One) Whole-Time Director, 1 (One) Managing Director, 1 (One) Non-Executive Director and 3 (Three) Non-Executive & Independent Directors. The constitution of our Board is in compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The following committees have been formed in compliance with the corporate governance norms: A. Audit Committee B. Stakeholders Relationship Committee C. Nomination and Remuneration Committee A) Audit Committee Our Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide resolution passed in the meeting of the Board of Directors held on April 30, 2024. The terms of reference of Audit Committee complies with the requirements of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The committee presently comprises the following 3 (Three) directors. 227Composition of Audit Committee Name of the Director Status Nature of Directorship Ayushi Sharma Chairman Non-Executive & Independent Director Prithiwiraj Singdeo Member Non-Executive & Independent Director Ramakanta Pradhan Member Whole Time Director Surbhi Agrawal Company Secretary of the Company acts as the Secretary to the Audit Committee. Meetings of the Audit Committee and relevant quorum 1. The Audit Committee shall meet at least four times in a year and not more than 120 days shall elapse between two meetings, 2. The quorum for the Audit Committee shall either be two members or one-third of the members of the Audit Committee, whichever is greater, with at least two independent directors, 3. The audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee. The scope of Audit Committee shall include but shall not be restricted to the following: 1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report. 5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval. 6. Reviewing, with the management, the statement of uses / application of funds raised through an Offer (public Offer, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public offer or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter. 7. Review and monitor the auditor’s independence, performance and effectiveness of audit process. 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments. 10. Valuation of undertakings or assets of the company, wherever it is necessary. 11. Evaluation of internal financial controls and risk management systems. 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 22814. Discussion with internal auditors any significant findings and follow up there on. 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non – payment of declared dividends) and creditors. 18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. 19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board. 20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 21. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. The Audit Committee shall mandatorily review the following information: 1. Management discussion and analysis of financial condition and results of operations; 2. Management letters / letters of internal control weaknesses issued by the statutory auditors; 3. Internal audit reports relating to internal control weaknesses; and 4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. 5. Statement of deviations: a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7). Provided that for the purpose of this resolution, “monitoring agency” shall mean the monitoring agency specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations and any amendment made to it. The Audit Committee enjoys following powers: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise if it considers necessary. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. B) Stakeholders Relationship Committee Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section 178(5) of the Companies 229Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held April 30, 2024. Composition of Stakeholders Relationship Committee Name of the Director Status Nature of Directorship Biranchi Narayan Hota Chairman Non-Executive & Independent Director Ramakanta Pradhan Member Whole Time Director Ayushi Sharma Member Non-Executive & Independent Director Surbhi Agrawal Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship Committee. Meetings of the Stakeholders Relationship Committee and relevant quorum 1. The Committee is required to meet at least once a year. 2. The quorum necessary for a meeting shall be two members present. The scope of Stakeholders Relationship Committee shall include but shall not be restricted to the following: 1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized. 2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; 3. Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of improving the system of redressal of Shareholders’ /Investors’ grievances. 4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties. 5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them. 6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time. 7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and 8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time. C) Nomination and Remuneration Committee Our Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was approved by a Meeting of the Board of Directors held on April 30, 2024. Composition of Nomination and Remuneration Committee Name of the Director Status Nature of Directorship Ayushi Sharma Chairman Non-Executive & Independent Director Prithiwiraj Singdeo Member Non-Executive & Independent Director Jyotshna Pradhan Member Non-Executive Director Surbhi Agrawal Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee. 230Meetings of the Nomination and Remuneration Committee and relevant quorum 1. The Nomination and Remuneration Committee shall meet as once in a year. 2. The quorum for the meeting shall be two members or one-third of the members of the Nomination and Remuneration Committee, whichever is greater, with at least one independent director in attendance. The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following: 1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMP’s and other employees. 2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. uses the services of an external agencies, if required; b. considers candidates from a wide range of backgrounds, having due regard to diversity; and c. considers the time commitments of the candidates. 3. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal. 4. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors; 5. Devising a policy on diversity of Board of directors. 6. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. 7. Recommend to the board, all remuneration, in whatever form, payable to senior management. 8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. 9. To formulate and administer the Employee Stock Option Scheme. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading The provisions of Regulation 9(1) of the SEBI PIT Regulations will be applicable to our Company immediately upon the listing of its Equity Shares on the NSE Emerge. We shall comply with the requirements of the SEBI PIT Regulations on listing of Equity Shares on stock exchange. Further, Board of Directors on their meeting dated April 30, 2024 have formulated and adopted the code of conduct to regulate, monitor and report trading by its employees and other connected persons. The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the board. 231ORGANISATIONALSTRUCTURE KEY MANAGERIAL PERSONNEL In addition to Ramakanta Pradhan and Srinibas Pradhan, the Whole-Time Director and Managing Director of our Company respectively, whose details are provided in “Our Management – Brief biographies of our Directors” on page 221, the details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus are as set forth below: Durga Dutta Tripathy (Chief Financial Officer) Durga Dutta Tripathy holds the position of Chief Financial Officer within our Company. His journey commenced in January 2022, when he undertook the role of Accounts Manager. Proficient in Strategic ERP-Cloud Base, Ms Excel, and Tally Prime, Durga Dutta Tripathy boasts over 10 years of extensive experience in the construction industry with 4 years of experience in the realm of Coal Beneficiation plant. He holds a Bachelor’s Degree in Commerce from Sambalpur University, Odisha. Before joining our Company, he served as an Accounts Officer at Bhatia Coal Washeries Limited. Surbhi Agrawal (Company Secretary & Compliance Officer) Ms. Surbhi Agrawal has been appointed as the Company Secretary and Compliance Officer of our Company, effective from September 23, 2024. She holds a Bachelor’s Degree in Commerce from Pt. Ravishankar Shukla University, Raipur, and has been a member of the Institute of Company Secretaries of India since 2017. With nearly seven (7) years of professional experience, Surbhi Agrawal specializes in secretarial and legal compliance. Prior to her current role, she was with R.R. Energy Limited, where she oversaw compliance for the company and its Board of Directors, implemented corporate governance policies, and managed capital raising initiatives such as rights issues, preferential issues, and private placements. Additionally, she handled key responsibilities including the preparation of board and committee meeting minutes, share transfer and transmission, and liaising with legal advisors and external stakeholders. Her expertise also extends to managing managerial remuneration in line with Schedule V, assisting in internal audits, and facilitating acquisition-related due diligence. In accordance with the SEBI ICDR Regulations, except our Chief Financial Officer and our Company Secretary and Compliance Officer, who are also our Key Managerial Personnel and whose details have been disclosed above, there are no other senior management in our Company. The aforementioned Key Managerial Personnel are also the key managerial personnel of our Company pursuant to Companies Act, 2013. SENIOR MANAGEMENT As on the date of this Red Herring Prospectus, our Company does not have any Senior Management. 232STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT All of our Key Managerial Personnel are permanent employees of our company. REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL Remuneration paid to Key Managerial Personnel are mentioned below: (Rs. In Lakhs) Name of Key Sr. Remuneration for Remuneration for Managerial Designation Reason No. FY 2024-25 FY 2023-24 Personnel Remuneration has been Ramakanta 1. Whole-Time Director 15.00 2.32 paid effective March 08, Pradhan 2024 Remuneration has been 2. Srinibas Pradhan Managing Director 13.80 2.32 paid effective March 08, 2024 Appointed as Chief Durga Dutta Chief Financial Financial Officer 3. 6.73 0.50 Tripathy Officer effective March 08, 2024 Remuneration has been Yashwant Company Secretary & 4. 0.40 0.15 paid effective March 08, Agrawal Compliance Officer 2024 Company Secretary & Appointment effective 5. Nishi Agrawal 0.35 - Compliance Officer June 21, 2024 Company Secretary & Appointment effective 6. Surbhi Agrawal 1.49 - Compliance Officer September 23, 2024 ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS AND OTHERS As on the date of this Red Herring Prospectus, there are no arrangements or understanding with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Key Management Personnel was selected as a Key Management Personnel. SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL Ramakanta Pradhan holds 24,50,500, Srinibas Pradhan holds 27,91,473 and Durga Dutta Tripathy holds 32,500 Equity Shares of our Company as on the date of this Red Herring Prospectus. RETIREMENT AND TERMINATION BENEFITS Our Key Managerial Personnel have not entered into any service contracts with our Company which include termination or retirement benefits. Except statutory benefits upon termination of their employment in our Company or superannuation, none of the Key Managerial Personnel is entitled to any benefit upon termination of employment or superannuation. BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL Our Company has not entered into any Bonus or Profit-Sharing Plan with any of the Key Managerial Personnel. CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT None of our Key Managerial Personnel and Senior Management has received or is entitled to any contingent or deferred compensation accrued for Fiscal 2025. 233LOANS TO KEY MANAGERIAL PERSONNEL No loans and advances have been given to the Key Managerial Personnel as on the date of this Red Herring Prospectus. INTEREST OF KEY MANAGERIAL PERSONNEL The key managerial personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by them in our Company, if any. Except as disclosed in this Red Herring Prospectus, none of our key managerial personnel have been paid any consideration of any nature from our Company, other than their remuneration. CHANGES IN KEY MANAGERIAL PERSONNEL DURING LAST THREE (3) YEARS The changes in the key managerial personnel in the last three years are as follows: Name of Managerial Designation Date of Event Reason Personnel Designation changed to Srinibas Pradhan Managing Director March 08, 2024 Managing Director Designation changed to Chairman & Whole-Time Ramakanta Pradhan March 08, 2024 Chairman & Whole-Time Director Director Designation changed to Chief Durga Dutta Tripathy Chief Financial Officer March 08, 2024 Financial Officer Company Secretary & Yashwant Agrawal March 08, 2024 Appointment Compliance Officer Company Secretary & Yashwant Agrawal June 15, 2024 Resignation Compliance Officer Company Secretary & Nishi Agrawal June 21, 2024 Appointment Compliance Officer Company Secretary & Nishi Agrawal September 23, 2024 Resignation Compliance Officer Company Secretary & Surbhi Agrawal September 23, 2024 Appointment Compliance Officer Other than the above changes, there have been no changes to the key managerial personnel of our Company that are not in the normal course of employment. EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME TO EMPLOYEES Presently, we do not have any ESOP/ESPS Scheme for employees. PAYMENT OR BENEFIT TO OUR OFFICERS Except as disclosed in Related Party Disclosure in the section titled “Restated Consolidated Financial Statements” on page 249 of this Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of our officers except the normal remuneration for services rendered as officers or employees. FRAUDULENT BORROWERS Our directors and promoters / promoter group are not declared as “Fraudulent Borrowers” by the lending banks or financial institutions or consortium, in terms of RBI master circular dated July 01, 2016. 234OUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS The Promoters of our Company as on the date of this Red Herring Prospectus are: 1. Ramakanta Pradhan 2. Srinibas Pradhan 3. Jyotshna Pradhan As on the date of this Red Herring Prospectus, our Promoters hold in aggregate 52,41,973 Equity shares representing 85.27% of the pre-offer paid-up capital of our Company. For details, please see “Capital Structure” beginning on page 95. BRIEF PROFILE OF OUR PROMOTERS 1. Ramakanta Pradhan Ramakanta Pradhan, aged 48 Years, is the founder and one of the Promoters of our Company. He is acting as a Chairman and Whole-time-Director w.e.f. March 08, 2024. Educational Qualification: 12th Pass Age: 48 Years Experience: 28 years of valuable business experience of Infrastructure and Construction Industry Directorship: Srinibas Pradhan Infra Private Limited Date of Birth: June 26, 1977 Permanent Account Number: BBTPP8793G Address: Chhualiberna, Belpahad, Belpahar, Jharsuguda, Odisha- 768218, India As on date of this Red Herring Prospectus, Ramakanta Pradhan holds 24,50,500 Equity Shares, representing 39.86% of the pre-offer, subscribed and paid-up equity share capital of our Company. For further details see the chapter titled “Our Management” on page 218. 2352. Srinibas Pradhan Srinibas Pradhan, aged 43 Years, is the founder and one of the Promoters of our Company. He is acting as a Managing Director w.e.f. March 08, 2024. Educational Qualification: 10th Pass Age: 43 Years Experience: 24 years of experience in planning and managing infrastructure and construction projects. Directorship: Srinibas Pradhan Infra Private Limited Date of Birth: April 05, 1982 Permanent Account Number: AIVPP6464A Address: Chhualiberna, Belpahad, Belpahar, Jharsuguda, Odisha- 768217, India As on date of this Red Herring Prospectus, Srinibas Pradhan holds 27,91,473 Equity Shares, representing 45.41% of the pre-offer, subscribed and paid-up equity share capital of our Company. For further details see the chapter titled “Our Management” on page 218. 3. Jyotshna Pradhan Jyotshna Pradhan, aged 37 Years, is one of the Promoters of our Company. She is acting as a Non-Executive Director w.e.f. March 08, 2024. Educational Qualification: Bachelor’s Degree in Arts Age: 37 Years Experience: 8 years of experience in inventory management. Directorship: NA Date of Birth: July 09, 1988 Permanent Account Number: CHYPP8211R Address: Ward 12, Chhualiberna, Belpahad, Belpahar, Jharsuguda, Odisha- 768217, India As on date of this Red Herring Prospectus, Jyotshna Pradhan does not hold any Equity Share in the pre-offer, subscribed and paid-up equity share capital of our Company. For further details see the chapter titled “Our Management” on page 218. 236DECLARATION BY OUR PROMOTER Our Company confirms that the Permanent Account Number, Bank Account Number, Passport Number, Aadhaar Number and Driving License Number of our Individual Promoters shall be submitted to the Stock Exchange at the time of filing of this Red Herring Prospectus. CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY All our Promoters are the original promoters of our company. Except the resignation of Mr. Ananda Kumar Sahu, there has been no change in our promoters and control and management during the last 5 years. Accordingly, as on the date of this Red Herring Prospectus, our Company has three Promoters. For more information, please refer chapter titled “History and Certain other Corporate Matter” and “Capital Structure” on page 214 and 95 respectively. PROMOTER’S EXPERIENCE IN THE BUSINESS OF OUR COMPANY Our Promoters have adequate experience in the line of business, including any proposed line of business, of our company. For details in relation to experience of promoters in the business of our Company, please refer to the chapter titled “Our Management” on page 218. COMMON PURSUITS OF OUR PROMOTER GROUP All of our Group Entities have objects similar to that of our Company’s business. Currently, we do not have any non- compete agreement/arrangement with any of our Group Entities. Such a conflict of interest may have adverse effect on our business and growth. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and when they may arise. INTEREST OF THE PROMOTER Interest in the promotion of Our Company Our Promoters may be deemed to be interested in the promotion of the Issuer to the extent of the Equity Shares held by them as well as their relatives and also to the extent of any dividend payable to them and other distributions in respect of the aforesaid Equity Shares. Further, our Promoters may also be interested to the extent of Equity Shares held by or that may be subscribed by and allotted to companies and firms in which either of them are interested as a director, member or partner. For further details of the shareholding of our Promoters in our Company, see “Capital Structure” on page 95. Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of interest of our Promoters in our Company, see “Restated Consolidated Financial Statements” on page 249. Our Promoters may also be deemed to be interested to the extent of the remuneration, benefits and reimbursement of expenses payable to them as Directors on our Board. For further details, see “Our Management” on page 218, Except Ramakanta Pradhan, Srinibas Pradhan and Jyotshna Pradhan who are the Promoters of our Company and Srinibas Pradhan Infra Private Limited, wholly-owned subsidiary of our Company, none of our other Directors or Group Companies have any interest in the promotion of our Company. Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our Promoters or to any firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as a directors, promoters or otherwise for services rendered by such Promoters or by such firm or company, in connection with the promotion or formation of our Company. Interest of Promoters in the Property, land, construction of building and supply of machinery Our Promoters are not interested in the properties acquired by our Company within the preceding three years from the date of this Red Herring Prospectus or proposed to be acquired by it, or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery, other than in the normal course of business. 237Interest as Member of our Company As on the date of this Red Herring Prospectus, our Promoters & promoter group holds 52,41,973 Equity Shares of our Company and is therefore interested to the extent of his shareholding and the dividend declared, if any, by our Company. Except to the extent of shareholding of the Promoters in our Company, our Promoters does not hold any other interest in our Company. Interest as Director of our Company Except as stated in the “Statement of Related Party Transactions” beginning on page 277 of the Red Herring Prospectus, our Promoters / Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of our AOA. Other Ventures of our Promoters Save and except as disclosed in the chapters titled ‘Promoter and Promoter Group’ beginning on page 235 of the Red Herring Prospectus, there are no other ventures of our Promoters in which they have business interests/other interests. Payment Amounts or Benefit to Our Promoters during the Last Two Years No payment has been made or benefit given to our Promoters in the two years preceding the date of this Red Herring Prospectus except as mentioned / referred to in this chapter and in the chapter titled “Our Management”, “Restated Consolidated Financial Statements” and “Capital Structure” on pages 218, 249 and 95 respectively of this Red Herring Prospectus. Further, as on the date of this Red Herring Prospectus, there is no bonus or profit-sharing plan for our Promoters. Litigation involving our Promoters For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled “Outstanding Litigation and Material Developments” beginning on page 310 of this Red Herring Prospectus. MATERIAL GUARANTEE GIVEN BY OUR PROMOTERS TO THIRD PARTIES WITH RESPECT TO EQUITY SHARES None of our Promoters have given material guarantees to the third party(ies) with respect to the specified securities of the Company. For further information, please refer to the details under the heading “Capital Structure” on page 95 and “Financial Indebtedness” on page 302. COMPANIES OR FIRMS WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEAR Our Promoters have not disassociated themselves from any firms or companies during the three years immediately preceding the date of filing this Red Herring Prospectus. RELATED PARTY TRANSACTIONS Except as disclosed in the chapter titled “Restated Consolidated Financial Statements” beginning on page 249 of this Red Herring Prospectus, our Company has not entered into any related party transactions with our Promoters. 238INFORMATION OF OUR GROUP COMPANIES For details related to our group companies please refer to the section “Our Group Companies” on page 241 of this Red Herring Prospectus. OUR PROMOTER GROUP In addition to our Promoters, the following individuals, companies, partnerships and HUFs, etc. form part of our Promoters Group in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations: A. Natural Persons forming are Part of the Promoters Group The following individuals form part of our Promoters Group: Relationship Ramakanta Pradhan Srinibas Pradhan Jyotshna Pradhan Father Late Dharmu Pradhan Late Dharmu Pradhan Ramesh Pradhan Mother Mohini Pradhan Mohini Pradhan Kalpana Pradhan Spouse Koushalya Pradhan Jyotshna Pradhan Srinibas Pradhan Lelin Kumar Pradhan Brother Srinibas Pradhan Ramakanta Pradhan Aswini Pradhan Snehalata Sahu Snehalata Sahu Sister - Sabita Barik Sabita Barik Tushar Kanta Pradhan Subhashree Pradhan Subhashree Pradhan Children Smrutirekha Pradhan Kritisha Pradhan Kritisha Pradhan Spouse Father Nirmala Sahoo Ramesh Pradhan Late Dharmu Pradhan Spouse Mother Binodioni Sahoo Kalpana Pradhan Mohini Pradhan Kailash Sahu Lelin Kumar Pradhan Spouse Brother Ramakanta Pradhan Prakash Sahu Aswini Pradhan Snehalata Sahu Spouse Sister Ahalya Padhan - Sabita Barik B. Entities forming part of our Promoter Group are as follows: The following Companies/ JV/ Trusts/ Partnership firms/HUFs or Sole Proprietorships are forming part of our Promoter Group. Particulars Entity Anybody corporate in which 20% or more of the share 1. M/s Ramakanta Pradhan (Proprietorship) capital is held by the promoters or an immediate relative of 2. M/s Maa Mohini Green Solutions (Proprietorship) the promoters or a firm or HUF in which the promoters 3. M/s Maa Mohini Transport (Proprietorship) or any one or more of his immediate relative is a 4. M/s Pravat Agro Service Centre (Proprietorship) member. 5. M/s Aswini Pradhan (Proprietorship) Any company in which a company (mentioned above) holds - 20% of the total holding Any HUF or firm in which the aggregate share of the promoters and his relatives is equal to or more than 20% - of the total holding 239CONFIRMATIONS AND UNDERTAKINGS There is no outstanding litigation against our Promoters except as disclosed in the section titled “Risk Factors” and chapter titled “Outstanding Litigation and Material Developments” beginning on page 45 and 310 respectively. Our Promoters and the members of our Promoters Group have confirmed that they have not been identified as wilful defaulters or a fraudulent borrower by the RBI or any other governmental authority. Our Promoters has not been declared as a fugitive economic offender under the provisions of section 12 of the Fugitive Economic Offenders Act, 2018. No violations of securities laws have been committed by our Promoters in the past or are currently pending against them. None of (i) our Promoters and members of our Promoters Group or persons in control of or on the boards of bodies corporate forming part of our Group Companies (ii) the Companies with which any of our Promoters are or were associated as a promoters, director or person in control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 240OUR GROUP COMPANIES As per the SEBI ICDR Regulations, group companies of a company include such companies (other than promoter(s) and subsidiary(ies) of such company) (i) with which there are related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards; and (ii) other companies considered material by the board of directors of the relevant issuer company. Accordingly, for (i) above such companies with which there were related party transactions during the period as covered by the Restated Consolidated Financial Information, as covered under the relevant accounting standards and with respect to point (ii) above, for the purposes of disclosure in this Red Herring Prospectus, a company is considered “material” and disclosed as a group company, if it is a member of the Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, with which our Company has entered into one or more transactions during the last completed Financial Year (or relevant stub period, if applicable), which individually or cumulatively in value exceeds 10% of the revenue from operations of our Company for the last completed Financial Year (or the relevant stub period, as applicable) as per the Restated Consolidated Financial Information. Based on the above, our Company does not have any group company as on the date of this Red Herring Prospectus. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 241OUR SUBSIDIARY As on the date of this Red Herring Prospectus, our Company has one (1) Wholly Owned Subsidiary Company, namely, Srinibas Pradhan Infra Private Limited. Set out below are details of our Subsidiary Company: 1. Corporate Information Srinibas Pradhan Infra Private Limited (SPIPL) was incorporated as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated January 16, 2024, issued by the RoC Cuttack. The company's Corporate Identification Number (CIN) is U42900OD2024PTC044766 and PAN is ABMCS5389N. Its registered office is located at C/o Srinibas Pradhan, Near Chuakani, Lamptibahal, Jharsuguda, Brajarajnagar, Orissa, India, 768216. Initially, it was an associate company of Srinibas Pradhan Construction Limited. However, following the transfer of 99.99% of its shareholding to SPCL, it became a wholly owned subsidiary of the company. As a result of this change, it is now classified as a deemed public company under Section 2(70) of the Companies Act, 2013. 2. Nature of Business The main objects of SPIPL, as contained in our Memorandum of Association, are as set forth below: a) To takeover the proprietorship firm, namely, M/s Srinibas Pradhan including its business, operations, liabilities, assets, credentials, registrations, certifications, as well as goodwill, from its proprietor, Mr. Srinibas Pradhan including responsibility for any court cases, litigations, and dues linked to the aforementioned firm. b) To engage in a diverse range of activities, including but not limited to civil, mechanical, electrical, transportation projects and various construction contracts, fabrication and erection contracts, as well as transportation contracts. c) To handle civil construction, mechanical, electrical, and engineering work contracts, along with excavation works and supervision jobs from governmental entities, local authorities, statutory corporations, private parties, and individuals both within and outside India. d) To participate in the real estate sector by acquiring, leasing, or otherwise obtaining an interest in various types of immovable properties such as residential, industrial, commercial, agricultural, farm lands, plots, mansions, villas, buildings, house, apartments, flats, colonies or areas within or outside municipal corporation or other local bodies, anywhere within India. And to develop such real estate for residential and commercial purposes, including the construction of residential houses, flats, apartments, shopping malls, multiplexes, holiday resorts, and business premises. And further to rent or sell these properties to the public, offering flexible payment options, thereby initiating and managing housing schemes. e) To engage in the business of builders, promoters, engineers, estate agents, decorators, surveyors, and merchants dealing in construction materials and to purchase, sell, and trade in land, mansions, villas, houses, and other properties, offering freehold and leasehold properties to the market. f) To facilitate various transactions such as sales, leases, exchanges, and more within the real estate and construction industries. 3. Capital Structure Following is the capital structure of SPIPL as on the date of this Red Herring Prospectus: (Rs. in Lakh) Particulars Aggregate Nominal Value Authorized Share Capital 350.00 Issued, subscribed and paid-up capital 286.58 4. Shareholding Pattern Following is the shareholding pattern of SPIPL as on the date of this Red Herring Prospectus: S. Name No. of Shares Percentage No. 1. S rinibas Pradhan Constructions Limited 28,65,766 100.00 TOTAL 28,65,766 100.00 Note: Srinibas Pradhan, Ramakanta Pradhan, Nitish Kumar Mishra, Lambodar Rohidas, Jytoshna Pradhan and Koushalya Pradhan are holding one (1) equity share each in their name as a nominee shareholder of Srinibas Pradhan 242Constructions Limited. 5. Board of Directors Following are the Directors of SPIPL as on the date of this Red Herring Prospectus: S. Name DIN Designation No. 1. S rinibas Pradhan 03597468 Managing Director 2. R amakanta Pradhan 08894068 Director 3. A yushi Sharma 10576765 Non-Executive & Independent Director 6. Financial Performance The brief financial details of SPIPL derived from its audited financial statements for FY 2024-25 is set forth below: (Rs. in Lakh, except per share data) Audited Financial For the period ended January 16 For the year ended March 31, 2025 Information 2024 to March 31, 2024 Equity Share Capital 286.58 286.58 Reserves & Surplus 80.40 367.90 Net Worth 366.98 654.48 Revenue from Operations 695.80 6, 135.78 Profit / (Loss) after tax 46.21 287.50 Basic & Diluted Earnings per 11.16 10.03 share Note: Since SPIPL was incorporated on January 16, 2024, comparative figures of previous years are not given. Other Confirmations 1. Accumulated profits or losses As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of SPIPL which have not been accounted for by our Company. 2. Listing The equity shares of SPIPL are not listed on any Stock Exchange. None of the securities of SPIPL have been refused listing by any stock exchange in India or abroad or failed to meet the listing requirements of any stock exchange in India or abroad. 3. Business Interest SPIPL do not have any business or other interest in our Company other than as stated in “Our Business”, and transactions disclosed in “Restated Consolidated Financial Statements – Annexure IX– Related Party Disclosures”, on page 157 and 275 respectively of this Red Herring Prospectus. 4. Common Pursuits As on the date of this Red Herring Prospectus, SPIPL has common pursuits with our Company and is authorized to engage in similar business to that of our Company. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 243RELATED PARTY TRANSACTIONS Details of Party Wise Transactions: (Amt in Lakhs) As at % of % of % of % of As at As at As at Septem revenue revenue revenue revenue 31st 31st 31st Name of the Party ber 30, from from from from March, March, March, 2025 operati operatio operatio operatio 2025 2024 2023 on n n n Ramakanta Pradhan 89.75 1.97% 15.00 0.17% 4.03 0.11% 27.00 1.02% Srinibas Pradhan (49.50) -1.09% 192.02 2.14% 138.52 3.93% 76.00 2.88% Durga Dutta 4.47 0.10% 7.57 0.08% 0.50 0.01% - 0.00% Tripathy Yashwant Agrawal - - 0.40 0.00% 0.15 0.00% - 0.00% Surbhi Agrawal 1.50 0.03% 1.49 0.02% - 0.00% - 0.00% Nishi Agrawal - - 0.35 0.00% - 0.00% - 0.00% Ayushi Sharma 0.90 0.02% 1.25 0.01% - 0.00% - 0.00% Maa Mohini Green 63.09 1.38% 110.75 1.23% 136.80 3.88% 94.00 3.57% Solution Srinibas Pradhan - - - 0.00% 320.77 9.09% - 0.00% Infra Private Limited Maa Mohini 27.88 0.61% 94.13 1.05% 66.01 1.87% 15.11 0.57% Transport Koushalya Pradhan - - - 0.00% - 0.00% -14.23 -0.54% Srinibas 3,726.3 787.20 17.27% 41.55% 1,186.90 33.65% 546.09 20.73% Pradhan(Prop.) 0 Jyotshna Pradhan - - - 0.00% - 0.00% 5.00 0.19% Biranchi Narayan 0.90 0.02% - - - - - - Hota Prithiwiraj Singdeo 0.90 0.02% - - - - - - Details of Nature of Related Party Transactions: (Amt in Lakhs) As at % of As at % of As at % of As at % of Sep 30, revenue 31st revenue 31st revenue 31st revenue Transaction 2025 from March, from March, from March, from operation 2025 operation 2024 operation 2023 operation Remuneration 12.00 0.26% 28.80 0.32% 4.65 0.13% - 0.00% Salary 5.00 0.11% 8.97 0.10% 0.65 0.02% - 0.00% Sitting fees to 2.70 0.06% 1.25 0.01% - 0.00% - 0.00% Rent expenses 0.60 0.01% 1.20 0.01% - 0.00% - 0.00% Advance against 13.09 0.29% 14.16 0.16% - 0.00% - 0.00% supply/(sales) Advance against Investment in - - -136.20 -1.52% 136.20 3.86% - 0.00% shares Investment in - - - 0.00% 174.33 4.94% - 0.00% shares 244Expenses paid on 0.97 0.02% 3.36 0.04% - 0.00% - 0.00% behalf of company Unsecured borrowing 26.15 0.57% 310.70 3.46% - 0.00% 23.47 0.89% taken/(repaid) during the year Purchase of Goods and Operational 77.87 1.71% 235.44 2.63% 291.99 8.28% 158.22 6.00% Expenses Expenses incurred/ (recovered) ( - - 199.87 2.23% -32.50 -0.92% 492.28 18.68% Diesel, Job work etc.) Sale of Goods and 787.20 17.27% 3,481.71 38.82% 1,278.36 36.25% - 0.00% Services to Share Issue through conversion - - - 0.00% - 0.00% 75.00 2.85% of loan IPO expenses paid on behalf of 1.50 0.03% - - - - - - promoters Rationale for Related Party Transactions: 1. Sale of Goods and Services to M/s Srinibas Pradhan (Proprietorship Firm) (Amt in Lakhs) As at For the period ending on Sale of Goods and Services to September Mar 31, Mar 31, Mar 31, 30, 2025 2025 2024 2023 M/s Srinibas Pradhan 787.20 3,458.72 1,112.94 - (Proprietorship Firm) % from Revenue from operations 17.27% 38.57% 31.56% 0.00% The Company undertook sales to M/s Srinibas Pradhan (Proprietorship Firm), which accounted for 17.27% of revenue in September 30, 2025, 38.57% in FY 2024–25, 31.56% in FY 2023–24, and Nil in FY 2022–23. The proprietorship of Mr. Srinibas Pradhan was acquired by our Material/ Wholly Owned Subsidiary, Srinibas Pradhan Infra Private Limited following shareholders’ approval in an Extraordinary General Meeting held on March 11, 2024, pursuant to which all assets and liabilities, including balances recoverable and payable, were transferred to the Subsidiary. Furthermore, the civil license held in the name of the proprietorship was formally transferred by the concerned Government department to the Company on June 04, 2025, following an application filed on May 15, 2024. During the intervening period, since the license continued to remain in the name of the proprietorship, all pending contracts were administered under the name of M/s Srinibas Pradhan (Proprietorship Firm), while execution was carried out by the Company. Consequently, the sales recorded in Period ended on September 30, 2025, FY 2024–25 and FY 2023–24 reflect transactions with the proprietorship, even though the underlying business operations were effectively undertaken by the Company. Note:, However, GST surrender application, effective from September 13, 2025, has been filed with respective department vide ARN dated September 15, 2025. 2452. Purchase of Goods and Operational Expenses from M/s Srinibas Pradhan (Proprietorship Firm) (Amt in Lakhs) As and at for the period ending on Purchase of Goods September 30, Mar 31, Mar 31, Mar 31, 2025 2025 2024 2023 M/s Srinibas Pradhan (Proprietorship Firm) - 115.06 171.83 108.21 % from Construction and Operating Expenses - 1.62% 5.72% 4.57% The Company bought materials from M/s Srinibas Pradhan (proprietorship firm) equal to 1.62 % of expenses in FY 2024– 25, 5.72 % in FY 2023–24, and 4.57 % in FY 2022–23. This transaction relate to the State Highway-10 project, which initially was awarded by “Customer” to Mr. Srinibas Pradhan (in his individual/proprietor capacity). At that time, “Customer” had made an advance payment directly to the Bitumen supplier ("Vendor"), tagged under Mr. Pradhan’s account. Subsequently, the work order was revised and formally assigned to Srinibas Pradhan Constructions Ltd. (SPCL), a separate legal entity. Rather than requesting a refund of the advance, the Vendor proposed adjusting the same against future bitumen supplies. Accordingly, the proprietorship firm purchased the bitumen using the earlier advance, and sold it to SPCL, enabling the continuation of work under the new contract. As of now, the unfinished portion of the original customer work is part of SPCL’s order book. 3. Purchase of Goods and Operational Expenses from M/s Maa Mohini Transport (Amt in Lakhs) As and at for the period ending on Purchase of Goods (Including Operating Expenses) September Mar 31, Mar 31, Mar 31, 30, 2025 2025 2024 2023 M/s Maa Mohini Transport 18.29 59.16 60.88 10.11 (Proprietorship Firm) % from Construction and Operating Expenses 0.57% 0.83% 2.03% 0.43% The Company made purchases from M/s Maa Mohini Transport, which constituted 0.57% of the Construction and Operating Expenses during the period ended September 30, 2025, 0.83% in FY 2024–25, 2.03% in FY 2023–24 and 0.43% in FY 2022–23. M/s Maa Mohini Transport (Proprietorship Firm) is primarily is in business of Transportation and Construction Equipment rental services. The transactions primarily relate to construction equipment rentals availed by the Company to support its operational requirements. The variation in percentage contribution is consistent with business requirements and operational needs. 4. Purchase of Goods and Operational Expenses from M/s Maa Mohini Green Solution (Amt in Lakhs) As and at for the period ending on Purchase of Goods September 30, Mar 31, 2025 Mar 31, 2024 Mar 31, 2023 2025 M/s Maa Mohini Green Solution 59.58 61.22 57.58 39.90 (Proprietorship Firm) % from Construction and Operating Expenses 1.86% 0.86% 1.92% 1.69% The Company made purchases from M/s Maa Mohini Green Solution, which constituted 1.86% of the Construction and Operating Expenses during the period ended September 30, 2025, 0.86% in FY 2024–25, 1.92% in FY 2023–24 and 1.69% in FY 2022–23. M/s Maa Mohini Green Solution (Proprietorship Firm) is in Business of providing pebbles, flooring tiles, 246sand washing machine, quick lime, synthetic fiber & sand mixer and Ash Bricks. These purchases were primarily for purchase of Ash Bricks. For details on related party transactions of our company, please refer to chapter titled “Restated Consolidated Financial Information” under the section titled, ‘Financial information’ beginning on page 249 of this Red Herring Prospectus. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK. 247DIVIDEND POLICY The dividend distribution policy of our Company was approved and adopted by our Board on April 30, 2024. (“Dividend Policy”). Any future determination as to 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 SEBI Listing Regulations and the Companies Act 2013, (together with the applicable rules issued thereunder), and will depend on a number of internal, financial and external factors, including but not limited to profits earned and available for distribution during the financial year, cash flows, accumulated reserves including retained earnings, earning stability, future capital expenditure requirement, growth plans (both organic and inorganic), inflation rates, cost of external financing and changes in government policies and regulatory provisions. Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the operations, ongoing or planned business expansion or other factors. As a result, we may not declare dividend in the foreseeable future. For details in relation to risks involved in this regard, see “Risk Factors – 43, ‘Our Company has not paid any dividend in the past and we may not be able to pay dividends in the future.” on page 68 of this Red Herring Prospectus. Our Company has not declared any dividends on the Equity Shares during the last three Financial Years and the period from April 1, 2025 until the date of this Red Herring Prospectus. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 248SECTION- VI FINANCIAL INFORMATION Independent Auditor’s Examination report on Restated Consolidated Financial Information of SRINIBAS PRADHAN CONSTRUCTIONS LIMITED To, The Board of Directors Srinibas Pradhan Constructions Limited (Formerly known as Srinibas Pradhan Constructions Private Limited) Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217 We have examined the attached restated consolidated financial information of “Srinibas Pradhan Constructions Limited” (hereinafter referred to as “the Company” or “the Issuer”) and its subsidiary company (hereinafter Company and its associate together referred as “the Group”) comprising the restated consolidated statement of assets and liabilities as at 30 September 2025, 31 March 2025, 31 March 2024 and restated standalone statement of assets and liabilities as at 31 March 2023, restated consolidated statement of Profit and Loss and restated consolidated cash flow statement for the period ended 30 September 2025 and for the financial year ended on 31 March 2025, 31 March 2024 and restated standalone statement of Profit and Loss and restated standalone cash flow statement for the financial year ended on 31 March 2023 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the “restated consolidated financial information” or “restated consolidated financial statements”) annexed to this report and initiated by us for identification purposes. These Restated Consolidated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on Emerge Platform (“IPO” or “SMEIPO”) of NSE Limited (“NSE”) of the company. 1. These restated consolidated summary statements have been prepared in accordance with the requirements of: (i) Section 26 of Part – I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies (Prospectus and Allotment of Securities) Rules 2014; (ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR Regulations”) and related amendments/ clarifications from time to time issued by the Securities and Exchange Board of India (“SEBI”); (iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“Guidance Note”) 2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial Statements for inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), SME platform of NSE Limited (“NSE”) and Registrar of Companies Delhi in connection with the proposed IPO. The Restated Consolidated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Consolidated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statements. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note. 3. We have examined such Restated Consolidated Financial Statements taking in to consideration: (i) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 25 August, 2025, in connection with the proposed SME IPO; and (ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; (iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Statements; (iv) 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. The Restated Consolidated Financial Statements of the Company have been compiled by the management from: (i) Audited consolidated financial statements of the Group, as at and for the period ended September 30, 2025 and 249for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, which were prepared in accordance with Generally Accepted Accounting Principles in India (IGAAP), including the Accounting Standards notified under section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2114 and Companies (Accounting Standards) Rules, 2021 (as amended from time to time), as applicable which was approved by the Board of Directors at their meeting held on February 16 2026, 06 September 2025, 21 June 2024 and 05 September 2023 respectively. (ii) The Audited consolidated financial statements referred to in paragraph (i) above includes financial statements and other financial information in relation to the Company’s subsidiary, as listed below, which are audited by Other Auditors: Name of the Entity Relationship Name of Audit Firm Period audited by Other Auditors Srinibas Pradhan Infra Subsidiary S.K. Sarawgi & co As at and for the year/period ended Private Limited 30 September 2025, March 31, 2025 and March 31, 2024 (iii) For the purpose of our examination, we have relied on: (a) Auditors’ report issued by us dated 27 January 2026, 06 September 2025 and 21 June 2024 on audited Consolidated Financial Statements of the Group as at and for the year ended 31 March 2025 and 31 March 2024 respectively as referred in paragraph 4(i) above and Auditors’ report issued by S.K. Sarawgi & co. Chartered Accountants dated 05 September 2023 of the Company as at and for the year ended 31 March 2023. There are no material audit qualifications in the audit reports issued by the statutory auditors for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 and tax auditors for the financial year ended on 30 September 2025, 31 March 2025, 31 March 2024 and 31 March 2023 which would require adjustments in the Restated Consolidated Financial Statements of the Group. (b) As indicated in Paragraph 4(ii) above, we did not audit the financial statements of the company subsidiary as at and for the period ended 30 September 2025 years ended 31 March 2025 and 31 March 2024, whose financial statements (after elimination) reflect total assets, total revenue and net cash inflow/(outflows) as tabulated below and included in the restated consolidated financial statements: (Rs. In Lakhs) As at and for the Total Assets of Total Revenue of Net Cash Inflow of year ended* subsidiary Subsidiary Subsidiary 30 September 2025 2,699.25 1,882.64 6.45 31 March 2025 2,935.35 5,142.15 8.34 * The Consolidated financial statement for the financial year 2023-24 has been prepared considering the financial statement of Srinibas Pradhan Infra Private Limited as an Associates, in accordance with the applicable accounting standard. The Figures pertaining to the financial year 2022-23 has been prepared on a standalone basis as there were no subsidiaries or associate entities during that year. (iv) We have Re-audited the Financial statements of the company in accordance with applicable standard as required under the SEBI ICDR regulations for the period ended 30 September 2025, for the financial year ended on 31 March 2025, 31 March 2024 and 31 March 2023 prepared in accordance with the Accounting Standards (Indian GAAP) which have been approved by the Board of Directors. (v) Based on our examination and according to information and explanations given to us, we are on the opinion that the Restated Consolidated Financial Statements: a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/ reclassifications retrospectively for the period ended September 30, 2025, financial year ended on 31 March 2025, 31 March 2024 and 31 March 2023. b) do not require any adjustment for modification as there is no modification in the underlying audit reports; c) there are no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments. 250d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note. e) Adequate disclosure has been made in the financial statements as required to be made by the issuer as per schedule III of the Companies Act, 2013. f) The accounting standards prescribed under the Companies act, 2013 have been followed. g) The Restated Consolidated financial statements present a true and fair view of the company’s accounts. (vi) In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that: a) The “Restated Consolidated Summary Statement of Assets and Liabilities” as set out in Annexure I to this report is prepared by the Company and approved by the Board of Directors. The Restated Consolidated Summary Statement of Assets and Liabilities contains consolidated statement of assets and liabilities as at 30 September 2025, 31 March 2025, 31 March 2024 and standalone statement of assets and liabilities as at 31 March 2023. These Restated Consolidated Summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & V to this Report. b) The “Restated Consolidated Summary Statement of Profit and Loss” as set out in Annexure II to this report are prepared by the Company and approved by the Board of Directors. The Restated Consolidated Summary Statement of Profit and Loss contains consolidated statement of profit and loss for the period ended 30 September 2025, for the financial year ended on 31 March 2025, 31 March 2024 and standalone statement of profit and loss for the financial year ended on 31 March 2023. These Restated consolidated summary Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & V to this Report. c) The “Restated Consolidated Summary Statement of Cash Flow” as set out in Annexure III to this report are prepared by the Company and approved by the Board of Directors. The Restated Consolidated Summary Statement of Cash Flow contains consolidated statement of cash flow for the period ended 30 September 2025 and for the financial year ended on 31 March 2025, 31 March 2024 and standalone statement of cash flow for the financial year ended on 31 March 2023. These Restated consolidate summary Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the consolidated financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & V to this Report. (vii) We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this report relating to the Company for the period ended 30 September 2025 and for the financial year ended on 31 March 2025, 31 March 2024 and 31 March 2023 proposed to be included in the Red Herring Prospectus/Prospectus (“Offer Document”). Annexure No. Particulars I Restated Statement of Assets & Liabilities I.1 Restated Statement of Share Capital I.2 Restated Statement of Reserves & Surpluses I.3 Restated Statement of Borrowings I.4 Restated Statement of Deferred Tax Liabilities/Assets I.5 Restated Statement of Other Non-Current Liabilities I.6 Restated Statement of Long-Term Provision I.7 Restated Statement of Trade Payable I.8 Restated Statement of Other Current Liabilities 251I.9 Restated Statement of Short-Term Provisions I.10 Restated Statement of Property, Plant and Equipment I.11 Restated Statement of Non-current Investments I.12 Restated Statement of Long-Term Loans and Advances I.13 Restated Statement of Other Non-Current Assets I.14 Restated Statement of Inventories I.15 Restated Statement of Trade Receivable I.16 Restated Statement of Cash & Bank Balances I.17 Restated Statement of Short-Term Loans and Advances I.18 Restated Statement of Other Current Assets II Restated Statement of Profit & Loss II.1 Restated Statement of Revenue from operations II.2 Restated Statement of Other Income II.3 Restated Statement of Construction and Operating Expenses II.4 Restated Statement of Change in Inventories II.5 Restated Statement of Employees Benefit Expenses I.10 Restated Statement of Depreciation and amortization expense II.6 Restated Statement of Other Expenses II.7 Restated Statement of Financial Charges II.8 Restated Statement of Provision for Taxation Other Annexures: III Statement of Cash Flow, As Restated IV Statement of Significant Accounting Policies V Notes to the Re-stated Financial Statements VI Statement of Accounting & Other Ratios, As Restated VII Statement of Capitalization, As Restated VIII Statement of Tax Shelter, As Restated IX Statement of Related Parties & Transactions X Statement of Dividends XI Changes in the Significant Accounting Policies XII Contingent Liabilities (viii) The Restated Consolidated Financial Statements also include the Group’s share of profit / (loss) after tax of Rs. 1.91 lacs of 1 (one) associate entity whose accounts have been audited by S.K. Sarawgi & co. Chartered Accountants Statutory Auditors. The audited financial information of that entity has been furnished to us by the management. Our opinion on the Restated Consolidated Financial Statements is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and for the period ended 30 September 2025 and year ended 31 March 2025, the consolidated financial statements include the subsidiary based on the financials audited by another auditor. (ix) We, M/s. Kapish Jain & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI. (x) This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by any other firm of chartered accountants, nor should this report be construed as a new opinion on any of the financial statements referred to herein. (xi) We have no responsibility to update our report for events and circumstances occurring after the date of the report. (xii) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior 252consent 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 Kapish Jain & Associates, Chartered Accountants, Firm Registration No: 022743N Sd/- CA Amit Kumar Madheshia Partner Membership No: 521888 UDIN: 26521888SONBBO3468 Place: New Delhi Date: February 16, 2026 253SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE - I CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) As at As at As at As at Annexure No. 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Equity & Liabilities 1. Shareholders Fund a) Share Capital I.1 6 14.74 4 36.09 4 14.38 9 .38 b) Reserves and Surplus I.2 1 ,586.55 1 ,154.64 3 57.18 2 57.29 Total Shareholder's Fund 2 ,201.29 1 ,590.73 7 71.56 2 66.67 2. Non Current Liabilities a) Long Term Borrowings I.3 1 35.03 4 02.41 1 34.63 5 .77 b) Deferred Tax Liability (Net) I.4 - 2 .62 - - c) Other Non Current Liabilities I.5 3 8.49 - - - d) Long Term Provisions I.6 1 0.97 8 .60 4 .25 1 .11 Total Non Current Liabilities 1 84.49 4 13.63 1 38.88 6 .88 3. Current Liabilities a) Short Term Borrowings I.3 1 ,581.58 1 ,323.08 5 2.96 - b) Trade Payables I.7 i.) total outstanding dues of micro enterprises and small - - - - enterprises ii.) total outstanding dues other than micro and small 1 ,307.78 1 ,701.22 7 61.13 2 59.33 enterprises c) Other Current Liabilities I.8 2 87.95 4 54.03 3 06.36 1 16.75 d) Short Term Provisions I.9 1 03.78 9 3.03 5 1.90 0 .00 Total Current Liabilities 3 ,281.09 3 ,571.36 1 ,172.35 3 76.08 Total Equity & Liability 5 ,666.87 5 ,575.72 2 ,082.79 6 49.63 4. Non-Current Assets a) Property, Plant and Equipment and Intangible Assets I.10 - Property, Plant and Equipment 1 ,080.66 1 ,183.55 2 92.09 7 3.44 - Intangible Assets - - - - - Goodwill on consolidation - - - - Total 1 ,080.66 1 ,183.55 2 92.09 7 3.44 b) Non- current Investment I.11 - - 1 76.24 - c) Deferred Tax Assets (Net) I.4 4 .24 - 1 .91 0 .50 d) Long Term Loans and Advances I.12 2 7.89 2 6.76 1 37.85 0 .90 e) Other Non - current Assets I.13 6 0.36 6 0.36 6 0.16 6 0.16 Total Non Current Assets 1 ,173.15 1 ,270.67 6 68.25 1 35.00 5. Current assets a) Current Investments - - - - b) Inventories I.14 6 76.51 8 36.90 4 54.99 1 03.29 c) Trade Receivables I.15 3 ,065.39 3 ,001.95 6 53.77 3 87.92 d) Cash and bank balances I.16 1 59.09 1 12.22 1 1.70 8 .03 e) Short Term Loans and advances I.17 4 42.68 2 12.23 2 51.77 1 5.39 f) Other Current Assets I.18 1 50.05 1 41.75 4 2.31 - Total Current Assets 4 ,493.72 4 ,305.05 1 ,414.54 5 14.63 Total Assets 5 ,666.87 5 ,575.72 2 ,082.79 6 49.63 Note: The above statement should be read with the significant accounting policies and notes on financial statements appearing in annexure IV & V respectively. For KAPISH JAIN & ASSOCIATES For and on behalf of the Board of Directors Chartered Accountants SRINIBAS PRADHAN CONSTRUCTIONS LIMITED Firm Reg. No: 022743N Sd/- Sd/- Sd/- SRINIBAS PRADHAN RAMAKANTA PRADHAN Managing Director Whole Time Director AMIT KUMAR MADESHIA DIN : 03597468 DIN : 08894068 Partner Membership No. 521888 Sd/- Sd/- Place: New Delhi Date: February 16, 2026 SURBHI AGRAWAL DURGA DUTTA TRIPATHY UDIN:- 26521888SONBBO3468 Company Secretary Chief Financial Officer M.No. ACS-50181 PAN : ANUPT9474A 254SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE - II CONSOLIDATED STATEMENT OF PROFIT & LOSS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) For the period ended For the year ended For the year ended For the year ended Particulars Annexure No. 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 I Revenue from Operations II.1 4 ,558.70 8 ,968.47 3 ,526.94 2 ,634.88 II Other Income II.2 4 .26 4 .11 0 .11 0 .13 III Total Income (I+II) 4 ,562.96 8 ,972.58 3 ,527.05 2 ,635.01 IV Expenditure (a) Construction and Operating Expenses II.3 3 ,205.92 7 ,107.38 3 ,003.39 2 ,367.19 (b) Change in Inventories II.4 3 29.39 1 36.99 ( 351.70) ( 76.43) (c) Employee Benefit Expenses II.5 1 93.79 3 13.74 2 40.95 1 09.64 (d) Financial Charges II.7 9 7.67 1 54.39 2 4.22 4 .13 (e) Depreciation and amortization expense I.10 1 14.19 2 69.84 5 6.80 1 3.16 (f) Other Expenses II.6 6 5.70 1 09.77 7 8.61 1 9.39 Total Expenses 4 ,006.66 8 ,092.11 3 ,052.27 2 ,437.08 V. Profit Before Exceptional Items and Taxes (III-IV) 5 56.30 8 80.47 4 74.78 1 97.93 VI Exceptional Items - Prior period items - - - - VII Profit Before Tax (V-VI) 5 56.30 8 80.47 4 74.78 1 97.93 VIII Share in Profit/(loss) of associates - - 1 .91 - IX Profit Before Tax (XII-XIII) 5 56.30 8 80.47 4 76.69 1 97.93 X Tax Expenses II.8 Current tax 1 52.29 2 38.33 1 23.21 5 0.68 Current tax for earlier year - - - - Deferred tax charge/ (benefit) ( 6.86) ( 16.48) ( 1.41) ( 0.92) Total tax Expenses 1 45.43 2 21.85 1 21.80 4 9.76 Net Profit/(Loss) for the year (XIV-XV) 4 10.87 6 58.62 3 54.89 1 48.17 Basic and Diluted Equity Per Share 6 .89 1 1.33 6 4.25 9 3.13 Note: The above statement should be read with the significant accounting policies and notes on financial statements appearing in annexure IV & V respectively. For KAPISH JAIN & ASSOCIATES For and on behalf of the Board of Directors Chartered Accountants SRINIBAS PRADHAN CONSTRUCTIONS LIMITED Firm Reg. No: 022743N Sd/- Sd/- Sd/- SRINIBAS PRADHAN RAMAKANTA PRADHAN Managing Director Whole Time Director DIN : 03597468 DIN : 08894068 AMIT KUMAR MADESHIA Partner Sd/- Sd/- Membership No. 521888 Place: New Delhi SURBHI AGRAWAL DURGA DUTTA TRIPATHY Date: February 16, 2026 Company Secretary Chief Financial Officer UDIN:- 26521888SONBBO3468 M.No. ACS-50181 PAN : ANUPT9474A 255SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE - III CONSOLIDATED STATEMENT OF CASH FLOW, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) For the period ended For the year ended For the year ended For the year ended PARTICULARS 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 A. CASH FLOW FROM OPERATING ACTIVITIES Profit Before Tax as per Profit & Loss A/c 5 56.30 8 80.47 4 76.69 1 97.93 Adjusted for : a. Depreciation 1 14.19 269.84 5 6.80 1 3.16 b. Interest Expenses & Finance Cost 6 9.02 1 30.15 1 7.95 - c. Share in (profit)/loss of associates - - (1.91) - d. Gratuity expenses 2 .36 4.37 3 .15 1 .11 e. Interest Income (3.13) ( 2.15) (0.11) (0.13) f. Consolidation adjustment - ( 761.77) - - Operating profit before working capital changes 7 38.74 5 20.91 5 52.57 2 12.07 Adjusted for : a. Decrease /(Increase) in Inventories 1 60.39 ( 381.91) ( 351.70) ( 68.78) b. Decrease / ( Increase ) in Trade Receivable ( 63.44) ( 2,348.18) ( 265.86) ( 177.00) c. Decrease / ( Increase ) in Short Term Loans and Advances ( 230.45) 3 9.53 ( 236.38) ( 12.36) d. Decrease / ( Increase ) in Other Assets ( 8.29) ( 99.64) ( 42.31) 8 .37 e. Increase / ( Decrease ) in Trade Payables ( 393.44) 9 40.09 5 01.80 2 8.69 f. Increase / ( Decrease ) in Other current Liabilities ( 119.97) 1 47.66 1 89.63 2 0.38 Cash generated from operations Net Income Tax (Paid)/Refund ( 141.54) ( 197.22) ( 71.32) ( 50.68) Net Cash Generated/(Used) From Operating Activities (A) ( 58.00) ( 1,378.76) 2 76.43 ( 39.31) B. CASH FLOW FROM INVESTING ACTIVITES a. (Purchase) Sale of Fixed Assets including capital advance (18.92) ( 55.90) (276.21) (41.25) b. Investment made in shares - - (174.33) - c. (Investment) / Receipts of Long Term Loans and Advances (1.13) ( 26.76) - - d. Investment in fixed deposits 4 .41 ( 92.94) (2.70) - e. Advance against investment in shares - - (136.20) - f. Interest & Other Income 3 .13 2.15 0 .11 0 .13 Net Cash Generated/(Used) From Investing Activities (B) ( 12.51) ( 173.45) ( 589.33) ( 41.12) C. CASH FLOW FROM FINANCING ACTIVITES a. Interest & Finance Cost ( 69.02) ( 130.15) ( 17.95) - b. Proceeds from issues of equity shares 1 99.68 152.04 1 50.00 - c. Proceeds of long term borrowings (131.50) 655.54 1 36.77 7 5.47 d. ( Repayments ) of long term borrowings (135.87) ( 387.77) (7.91) - e. ( Repayments ) / proceeds of short term borrowings 2 58.50 1 ,270.13 5 2.96 - Net Cash Generated/(Used) From Financing Activities (C) 1 21.79 1 ,559.79 3 13.87 7 5.47 Net Increase / ( Decrease ) in cash and cash equivalents 5 1.28 7 .58 0 .97 ( 4.96) Cash and cash equivalents at the beginning of the year 1 6.58 9.00 8 .03 1 2.99 Cash and cash equivalents at the end of the year 6 7.86 1 6.58 9 .00 8 .03 Cash and Cash Equivalents comprises of: Cash in hand 1 9.13 8 .60 4 .26 6 .25 Balances with Bank: Balance With Bank (in Current Accounts) 1 .93 7 .98 4 .74 1 .78 Balance in deposit accounts with original maturity of less than 3 months 4 6.80 - - - 6 7.86 1 6.58 9 .00 8 .03 Notes: 1.TheaboveCashFlowStatementhasbeenpreparedunderthe"IndirectMethod"assetoutinAccountingStandard-3'CashFlowStatement'.Previousyear'sfigureshavebeenregrouped/rearranged/ recasted wherever necessary to make them comparable with those of current year. 2. The above statement should be read with the significant accounting policies and notes on financial statements appearing in Annexure IV & V respectively. For KAPISH JAIN & ASSOCIATES For and on behalf of the Board of Directors Chartered Accountants SRINIBAS PRADHAN CONSTRUCTIONS LIMITED Firm Reg. No: 022743N Sd/- Sd/- Sd/- SRINIBAS PRADHAN RAMAKANTA PRADHAN Managing Director Whole Time Director AMIT KUMAR MADESHIA DIN : 03597468 DIN : 08894068 Partner Membership No. 521888 Place: New Delhi Sd/- Sd/- Date: February 16, 2026 UDIN:- 26521888SONBBO3468 SURBHI AGRAWAL DURGA DUTTA TRIPATHY Company Secretary Chief Financial Officer M.No. ACS-50181 PAN : ANUPT9474A 256SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 (All amounts in ₹ lacs, unless otherwise stated) ANNEXURE - IV 1 Background SRINIBASPRADHANCONSTRUCTIONSLIMITED(‘theCompany’)isaCompanylimitedbysharesdomiciledinIndia,withitsregisteredoffice situatedatC/O-SrinibasPradhan,NearChuakaniPo-Lamtibahal,Jharsuguda,Jharsuguda,Orissa,India,768216.TheCompanyhasbeenincorporated underCompaniesAct,2013on25September2020(CINU45201OR2020PLC034275).Thecorebusinessofthecompanyistheprovisionofconstruction services. As experts in the field, the Company undertakes a wide range of construction projects, contributing to the growth and development of infrastructure and real estate in India. The Company primarily caters to the needs of Indian Market. Theconsolidatedfinancialstatementsasat30September2025and31March2025presentthefinancialpositionofthegroupaswellasitssubsidiary companies. The list of Subsidiary, which are included in the consolidation and the Company’s holding therein are as under: Name of the company Country of Incorporation Percentage of Voting Percentage of Voting power as at 30 power as at 31 March September 2025 2025 Subsidiary Companies Srinibas Pradhan Infra Private Limited India 100.00% 100.00% 2 Summary of Material accounting policies i Basis of Preparation TheRestatedConsolidatedFinancialStatementsfortheperiodendedSeptember30,2025andfinancialyear2024–25havebeenpreparedbyconsolidating thefinancialstatementsofSrinibasPradhanInfraPrivateLimited,whichisconsideredasubsidiaryofSrinibasPradhanConstructionLimitedfrom1April 2024, in accordance with Accounting Standard (AS) 21 – Consolidated Financial Statements. Althoughlegalownershipof100%equityshareswasacquiredon9May2024,theCompanyhadeffectivecontroloverthecompositionoftheBoardof Directorsofthesubsidiaryfrom1April2024,astheremaining51%equityshareswereheldbyMr.SrinibasPradhan,promoter-directorandmajority shareholderoftheholdingcompany.Accordingly,thefinancialstatementshavebeenconsolidatedfromthebeginningofthefinancialyear2024–25,using the line-by-line method, and no minority interest has been recognised. Therestatedfinancialinformationforthefinancialyear2023–24hasbeenpreparedconsideringthefinancialstatementsofSrinibasPradhanInfraPrivate Limitedasanassociate(associatesince31March2024),inaccordancewithapplicableaccountingstandards.Thefigurespertainingtothefinancialyear 2022–23 have been prepared on a standalone basis, as there were no subsidiaries or associate enterprises during that year. These consolidated financial statements have been prepared to comply with the Generally Accepted Accounting Principles in India (Indian GAAP), includingtheAccountingStandardsnotifiedunderSection133oftheCompaniesAct,2013readtogetherwithparagraph7ofthecompanies(Accounts) rules2014andcompanies(accountingstandards)Rules,2021(asamendedfromtimetotime).Theconsolidatedfinancialstatementsarepreparedon accrual basis under the historical cost convention. The financial statements are presented in Indian rupees and rounded off to the nearest lacs. Allassetsandliabilitieshavebeenclassifiedascurrentandnon-currentaspernormaloperatingcycleoftheCompanyandothercriteriasetoutinthe Schedule III of the Companies Act, 2013. InvestmentinAssociatesandJointVentureshasbeenaccountedundertheEquityMethodasperAccountingStandard23–AccountingforInvestmentsin Associatesfromthedateonwhichtheinvesteebecomesanassociateanddiscontinuesfromthedatewhentheinvestmentceasestobeanassociate,orwhen theinvestmentisclassifiedasheldforsale.WhenaGroupentitytransactswithanassociateoftheGroup,profitsandlossesresultingfromthetransactions withtheassociatearerecognisedintheGroup’sconsolidatedfinancialstatementsonlytotheextentofinterestintheassociateorjointventurethatarenot related to the Group. ii Use of estimates The preparation of financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues,expenses,assetsandliabilitiesanddisclosureofcontingentliabilities,attheendofthereportingperiod.Although,theseestimatesarebasedon themanagement’sbestknowledgeofcurrenteventsandactions,uncertaintyabouttheseassumptionsandestimatescouldresultintheoutcomesrequiringa material adjustment to the carrying amounts of assets or liabilities in future periods. 257iii Property, Plant and Equipment and Intangible assets Property, Plant and Equipment Property,plantandequipmentisstatedatacquisitioncostnerofaccumulateddepreciationandaccumulatedimpairmentlosses,ifany.Costofacquisitionor constructionofproperty,plantandequipmentcomprisesitspurchasepriceincludingimportdutiesandnon-refundablepurchasetaxesafterdeductingtrade discounts, rebates and any directly attributable cost of bringing the item to its working condition for its Intended use. a.Subsequentcostsareincludedintheasset'scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitisprobablethatfuture economicbenefitsassociatedwiththeitemwillflowtotheCompanyandthecostoftheitemcanbemeasuredreliably.Allotherrepairsandmaintenance cost are charged to the consolidated statement of profit and loss during the period in which they are incurred. b.Gainsorlossesthatariseondisposalorretirementofanassetaremeasuredasthedifferencebetweennetdisposalproceedsandthecarryingvalueof property, plant and equipment and are recognized in the statement of profit and loss when the same in derecognized. Intangible assets Acquiredintangibleassetsarestatedatacquisitioncost,netofaccumulatedamortizationandaccumulatedimpairmentlosses,ifany.Intangibleassetsare amortisedonastraightlinebasisovertheirestimatedusefullives.Arebuttablepresumptionthattheusefullifeofanintangibleassetwillnotexceedten yearsfromthedatewhentheassetisavailableforuseisconsideredbythemanagement.Theamortisationperiodandtheamortisationmethodarereviewed atleastateachfinancialyearend.Iftheexpectedusefullifeoftheassetissignificantlydifferentfrompreviousestimates,theamortisationperiodischanged accordingly. iv Depreciation on property, plant and equipment DepreciationiscalculatedonproratabasisonwrittendownvaluemethodbasedonestimatedusefullifeprescribedinScheduleIIoftheCompaniesAct, 2013. Free hold land is not depreciated. Particulars Useful life in years Plant and machinery 15 Furniture and fixture 10 Vehicles 8 Computer 3 TheCompanyhasadoptedScheduleIItotheCompaniesAct,2013whichrequiresidentificationanddeterminationofseparateusefullifeforeachmajor component of the property, plant and equipment, if they have useful life that is materially different from that of the remaining asset. (Component Accounting) Depreciationonadditiontotangibleassetsisprovidedonpro-ratabasisfromthedatetheassetsarereadyforintendeduse.Depreciationonsale/discard from tangible assets is provided for upto the date of sale, deduction or discard of tangible assets as the case may be. v Impairment of Assets Thecarryingamountsofassetsarereviewedateachbalancesheetdateifthereisanyindicationofimpairmentbasedoninternal/externalfactors.An impairmentlossisrecognisedwhereverthecarryingamountofanassetexceedsitsrecoverableamount.Therecoverableamountisthegreateroftheassets’ netsellingpriceandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueattheweightedaveragecost of capital. After impairment, depreciation/amortization is provided on the revised carrying amount of the asset over its remaining useful life. vi Revenue recognition Revenue from Construction activity: (i)Incomeisrecognizedonfixedpriceconstructioncontractsinaccordancewiththepercentageofcompletionbasis,whichnecessarilyinvolvetechnical estimatesofthepercentageofcompletion,andcoststocompletion,ofeachcontract/activity,onthebasisofwhichprofitsandlossesareaccounted.When theoutcomeofthecontractisascertainedreliably,contractrevenueisrecognizedatcostofworkperformedonthecontractplusproportionatemargin,using thepercentageofcompletionmethod.Percentageofcompletionistheproportionofcostofworkperformeduptothedate,tothetotalestimatedcontract costs. (ii)Thestageofcompletionofcontractsismeasuredbyreferencetotheproportionthatcontractcostsincurredforworkperformeduptothereportingdate bear to the estimated total contract costs for each contract. (iii) Price escalation and other variations in the contract work are included in contract revenue only when: a) Negotiations have reached at an advanced stage such that it is probable that customer will accept the claim and b) The amount that is probable will be accepted by the customer and can be measured reliably. Other Operational Revenue: (i)Allotherrevenuesarerecognizedonlywhencollectabilityoftheresultingreceivableisreasonablyassuredandrelatedgoods/servicesaretransferredto the customer. ii) Revenue is reported net of discounts, if any. Other Income: i) Interest income is accounted on accrual basis as per applicable interest rates and on time proportion basis taking into account the amount outstanding. ii) Dividend income is accounted in the year in which the right to receive the same is established. iii) Insurance claims are accounted for on cash basis. 258vii Investment Non-Current Investment Non-currentinvestmentsareinvestmentsintendedtobeheldforaperiodofmorethanayear.Non-currentinvestmentsarecarriedindividuallyatcostless provision for diminution, other than temporary, in the value of such investments. Current Investment Currentinvestmentsareinvestmentsintendedtobeheldforaperiodoflessthanayear.Currentinvestmentsarestatedatthelowerofcostandmarket value, determined on an individual investment basis. viii Cash and cash equivalents Cashandcashequivalentsincludecashinhand,demanddepositswithbanks.Bankoverdraftsareshownwithinborrowingsincurrentliabilitiesinbalance sheet. ix Employees Benefit EmployeebenefitsintheformofProvidentFundandEmployeeStateInsuranceSchemearedefinedcontributionplansandthecontributionsarechargedto theStatementofProfitandLossoftheyearwhenthecontributionstotherespectivefundsaredue.Therearenootherobligationsotherthanthecontribution payable to the respective funds. Short-termemployeebenefits:Allemployeebenefitspayablewhollywithintwelvemonthsofrenderingtheserviceareclassifiedasshort-termemployee benefits and are recognised in the Statement of Profit and Loss in the period in which the employee renders the related service. Gratuityisapost-employmentbenefitandisinthenatureofadefinedbenefitplan.Theliabilityrecognisedinthebalancesheetinrespectofgratuityisthe present value ofthe defined benefit obligationatthe balance sheet date. The defined benefit obligationis calculatedatthebalance sheetdate byan independentactuaryusingtheprojectedunitcreditmethod.Actuarialgainsandlossesarisingfrompastexperienceandchangesinactuarialassumptionsare charged to the Statement of Profit and Loss in the year in which such gains or losses are determined. x Inventories and Work in progress RawMaterials,ConstructionMaterialsandStores&Sparesarevaluedatlowerofweightedaveragecostornetrealizablevalue.CostincludesDirect Material, work expenditure, labour cost and appropriate overheads excluding refundable duties and taxes. Cost of materials utilised in the contract work, which is not reached certain level, not quantified, and qualified for billing is considered as work in progress at the end of the reporting period. Provision of obsolescence on inventories is considered on the basis of management’s estimate based on demand and market of the inventories. Netrealizablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,lesstheestimatedcostofcompletionandtheestimatedcostsnecessary to make the sale. xi Income taxes Taxexpensefortheperiodcomprisesofcurrenttax,deferredtaxandMinimumalternatetaxcreditconsideredindeterminingthenetprofitorlossforthe year. Current tax ProvisionforcurrenttaxisrecognizedonthebasisofestimatedtaxableincomeforthecurrentaccountingyearinaccordancewiththeIncome-taxAct, 1961. 259Deferred tax The deferred tax for timing differences between the book and tax profits for the year is accounted for, usingthe tax rates and laws that have been substantively enacted as of the reporting date. Deferredtaxchargeorcreditreflectsthetaxeffectsoftimingdifferencesbetweenaccountingincomeandtaxableincomefortheperiod.Thedeferredtax chargeorcreditandthecorrespondingdeferredtaxliabilitiesorassetsarerecognisedusingthetaxratesthathavebeenenactedorsubstantivelyenactedby thebalancesheetdate.Deferredtaxassetsarerecognisedonlytotheextentthereisreasonablecertaintythattheassetscanberealisedinfuture;however, wherethereisunabsorbeddepreciationorcarryforwardoflosses,deferredtaxassetsarerecognisedonlyifthereisavirtualcertaintyofrealisationofsuch assets.Deferredtaxassetsarereviewedateachbalancesheetdateandarewritten-downorwrittenuptoreflecttheamountthatisreasonably/virtually certain (as the case may be) to be realised. At each reporting date, the Company reassesses the unrecognized deferred tax assets, if any. Minimum alternate tax Minimum alternate tax (MAT) paid in a year is charged to the Statement of Profit and Loss as current tax. The Company recognizes MAT credit available as anassetonlytotheextentthatthereisconvincingevidencethattheCompanywillpaynormalincometaxduringthespecifiedperiod,i.e.,theperiodfor whichMATcreditisallowedtobecarriedforward.IntheyearinwhichtheCompanyrecognizesMATcreditasanassetinaccordancewiththeGuidance NoteonAccountingforCreditAvailableinrespectofMinimumAlternativeTaxundertheIncome-taxAct,1961,thesaidassetiscreatedbywayofcredit totheStatementofProfitandLossandshownas“MATCreditEntitlement.”TheCompanyreviewsthe“MATcreditentitlement”assetateachreporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period. xii Leases Operating leases - As a lessee Leasesinwhichasignificantportionoftherisksandrewardsofownershipareretainedbythelessorareclassifiedasoperatingleases.Paymentsmade under operating leases are charged to Statement of Profit and Loss on a straight-line basis over the period of lease. xiii Provisions, Contingent Liability and Contingent Asset Provisions ProvisionsarerecognizedintermsofAccountingStandard29Provisions,ContingentLiabilitiesandContingentAssets(AS-29),notifiedbytheCompanies (AccountingStandards)Rules,2006,whenthereisapresentlegalorstatutoryobligationasaresultofpastevents,whereitisprobablethattherewillbe outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made. Contingent liabilities ContingentLiabilitiesarerecognizedonlywhenthereisapossibleobligationarisingfrompasteventsduetooccurrenceornon-occurrenceofoneormore uncertainfutureevents,notwhollywithinthecontroloftheCompany,orwhereanypresentobligationcannotbemeasuredintermsoffutureoutflowof resourcesorwhereareliableestimateoftheobligationcannotbemade.Obligationsareassessedonanongoingbasisandonlythosehavingalargely probable outflow of resources are provided for. Contingent assets ContingentAssetsarenotrecognizedinthefinancialstatements.involvingsubstantialdegreeofestimationinmeasurementarerecognisedwhenthereisa presentobligationasaresultofpasteventsanditisprobablethattherewillbeanoutflowofeconomicresourcesandareliableestimatecanbemadeofthe amount of the obligation. These are reviewed at each balance sheet date and adjusted to reflect the current best estimate. xiv Statement of Cash Flows StatementofCashFlowsispreparedsegregatingthecashflowsfromoperating,investingandfinancingactivities.Cashflowfromoperatingactivitiesis reported using indirect method. Under the indirect method, the net profit is adjusted for the effects of: i. transactions of a non-cash nature; ii. any deferrals or accruals of past or future operating cash receipts or payments; iii. items of income or expense associated from investing or financing cash flows; and Cash and cash equivalents (including bank balances) are reflected as such in the Statement of Cash Flows. xv Borrowing Cost (a)Borrowingcoststhataredirectlyattributabletotheacquisitionofqualifyingassetsarecapitalizedfortheperioduntiltheassetisreadyforitsintended use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. (b) Other Borrowing costs are recognized as expense in the period in which they are incurred. xvi Earnings Per Share Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholdersbytheweightedaveragenumberof equitysharesoutstandingduringtheperiod.Theweightedaveragenumbersofequitysharesareadjustedforeventssuchasbonusissue,bonuselementin the rights issue, share split and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without corresponding change in resources. Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheyearattributabletoequityshareholdersandtheweightedaverage number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. 260NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Other notes to restated consolidated financial statements 1 Non-adjustment Items: NoAuditqualificationsfortherespectiveperiodswhichrequireanycorrectiveadjustmentintheseRestatedFinancialStatementsoftheCompanyhavebeenpointedoutduringthe restated period. 2 Material Regroupings: AppropriateadjustmentshavebeenmadeintherestatedsummarystatementsofAssetsandLiabilities,Profit&LossandCashflowswhereverrequiredbyreclassificationofthe corresponding items of income, expenses, assets and liabilities in order to bring them in line with the requirements of the SEBI Regulations. 3 Material Adjustments in Restated consolidated Profit & Loss Account: Particulars For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Net profit after tax as per audited accounts but before adjustments for restated 4 10.87 658.84 3 52.63 149.73 accounts: Adjustment for other expenses - - 0 .43 ( 0.86) Adjustment for depreciation - - 0 .19 ( 0.19) Adjustment in employee benefit expenses - - 1 .11 ( 1.11) Adjustment for provision of Income Tax. - - (0.06) 0.06 Other adjustment - - - - Adjustment for Provision of Deferred Tax in respect of timing differences between - ( 0.22) 0 .59 0.54 taxable income and accounting Income Profit after Tax as per restated 4 10.87 658.62 3 54.89 148.17 Explanatory notes to the above restatements to profits made in the audited Consolidated Financial Statements of the Company for the respective years: a) Adjustmentforpreliminaryexpenses:TheCompanyhasnotbeenchargedpreliminaryexpensesinStatementofProfitandLossasperrequirementofAccountingStandard-26,nowithas been charged to Statement of Profit and Loss account in the year of incurrence and restated other current assets. b) Adjustmentfordepreciation:TheCompanyhasshortdepreciatedoneoftheassetsinstatementofprofitandlossaccountwhichhasnowbeencalculatedtocomplywiththerequirementof revised schedule II. c) Adjustmentforchangeinemployeebenefitexpenses:TheCompanyhasnotbeenrecognisedgratuityexpensesinStatementofProfitandLossasperrequirementofAS-15"Employee benefits", now it has been recognised in Statement of Profit and Loss account. d) Adjustment for provision of Income Tax: Current tax expenses restated as per Statement of Tax Shelters due to changes made as mentioned in point no. (a) (b) & (c) above. e)AdjustmentforprovisionofDeferredTax:Deferredtaxexpensesrestatedduetotimingdifferencesofchangesmadeasmentionedinpointno.(a)(b)&(c)above.,whichhasnowbeen restated and impact has been given in the respective periods at income tax rates as applicable to the respective periods Material Adjustments in Restated Consolidated Assets & liability Statement: Particulars For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Audited shareholder's Funds 2 ,200.83 1,590.26 7 70.88 268.22 Adjustment for other expenses - - 0 .43 ( 0.86) Adjustment for depreciation - - 0 .19 ( 0.19) Adjustment in employee benefit expenses - - 1 .11 ( 1.11) Adjustment for exceptional items - - 0 .53 - Other adjustment - - - - Adjustment for provision of Income Tax & Deferred Tax - ( 0.22) - 0.61 Opening Balances 0 .46 0.69 (1.58) ( 0.00) Shareholder's Funds as per restated financials 2 ,201.29 1,590.73 7 71.56 266.67 4 Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006 UndertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006whichcameintoforcefrom2ndOctober2006,certaindisclosuresarerequiredtobemaderelatingtoMicro and Small Enterprises. TheManagementhasidentifiedenterpriseswhichhaveprovidedgoodsandservicestotheCompanyandwhichqualifyunderthedefinitionofmicroandsmallenterprisesasdefined undertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006.Accordingly,thedisclosureinrespectofamountspayabletosuchenterprisesasatyearendhasbeenmade basedontheinformationavailablewiththeCompany.Theinformationhasbeendeterminedtotheextentsuchpartieshavebeenidentifiedonthebasisofinformationavailablewith the Company. Auditors have placed reliance on such information provided by the Management. Particulars For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 (a)Theprincipalamountandtheinterestduethereonremainingunpaidtoany supplierasattheendoftheinterestduethereonremainingunpaidtoanysupplier as at the end of each accounting year** -Principal amount due to micro and small enterprises - - - - - Interest due to micro, small and Medium enterprises - - - - (b)Theamountofinterestpaidbythebuyerintermsofsection16oftheMSMED - - - - Act2006alongwiththeamountsofthepaymentmadetothesupplierbeyondthe appointed day during each accounting year. (c)Theamountofinterestdueandpayablefortheperiodofdelayinmaking - - - - payment(whichhavebeenpaidbutbeyondtheappointeddayduringtheperiod) but without adding the interest specified under the MSMED Act 2006. (d)TheamountofInterestaccruedandremainingunpaidattheendofeach - - - - accounting period. (e) Theamount offurther interest remaining dueand payableeven inthe - - - - succeedingyears,untilsuchdatewhentheinterestduesasaboveareactuallypaid tothesmallenterpriseforthepurposeofdisallowanceasadeductibleexpenditure under section 23 of the MSMED Act 2006. 261#ThedetailsofamountsoutstandingtomicroandsmallenterprisesundertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006areasperavailableinformationwiththe Company. **AccordingtotheinformationprovidedbytheCompanyandrepresentationsmadebythemanagement,therearenoamountsoutstandingtoMicroorSmallEnterprises,asdefined undertheMicro,SmallandMediumEnterprisesDevelopment(MSMED)Act,2006,asatbalancesheetdate.ThisassessmentisbasedonthedetailsavailablewiththeCompanyand the identification of such enterprises to the extent they have been disclosed by suppliers 5 Other figures of the previous years have been regrouped/reclassified and rearranged wherever necessary. 6 AsrequiredunderSEBI(ICDR)Regulations,theStatementofAssetsandLiabilitieshasbeenpreparedafterdeductingthebalanceoutstandingonrevaluationreserveaccountfrom both fixed assets and reserves and the net worth arrived at after such deductions. 7 Expenditure/Earnings in Foreign currency (on accrual basis). Particulars For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Expenditure in Foreign Currency - - - - Earning in Foreign Currency - - - - 8 Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits Balances of Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits are subject to confirmation and reconciliation. 9 Employee benefits plans A. Defined contribution plans: TheCompanymakesProvidentfundandEmployeeStateInsuranceSchemecontributionwhicharedefinedcontributionplans,forqualifyingemployees.UndertheSchemes,the Companyisrequiredtocontributeaspecifiedpercentageofthepayrollcoststothefund.ThecontributionpayabletotheseplansbytheCompanyareatratesspecifiedintherulesof the schemes. Employers' contribution to Provident Fund and Employee's State Insurance Scheme recognised as expenses in the Statement of Profit and Loss for the year are as under: For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Contribution to provident fund and other funds 23.16 3 6.69 24.81 1 1.43 B. Defined benefit plans: TheCompanyprovidesforgratuityforemployeesinIndiaasperthePaymentofGratuityAct,1972.Employeeswhoareincontinuousserviceforaperiodof5yearsareeligiblefor gratuity.Theamountofgratuitypayableonretirement/terminationistheemployeeslastdrawnbasicsalarypermonthcomputedproportionatelyfor15dayssalarymultipliedforthe number of years of service. i) Amount recognised in the statement of profit and loss is as under : Gratuity Benefits For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Current service cost 2 .85 3.63 2 .53 1.11 Past service cost including curtailment gains/losses - - - - Interest cost 0.29 0.31 0.08 - Actuarial (gain)/loss, net (0.78) 0.43 0.54 - Amount recognised during the year/period 2 .36 4.37 3 .15 1.11 ii) Movement in the present value of defined benefit obligation recognised in the balance sheet is as under : Gratuity Benefits For the period ended For the year ended 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Present value of defined benefit obligation as at the start of the year 8 .63 4.26 1.11 - Current service cost 2 .85 3 .63 2 .53 1 .11 Past service cost - - - - Interest cost 0 .29 0 .31 0 .08 - Actuarial (gain)/loss on obligation ( 0.78) 0 .43 0 .54 - Benefits paid - Present value of defined benefit obligation as at the end of the year 1 0.99 8.63 4 .26 1.11 Current position of obligation as at the end of the year 0 .02 0.03 0 .01 0.00 Non-current position of obligation as at the end of the year 10.97 8.60 4.25 1.11 iii) Economic assumptions: Theprincipalassumptionsarethediscountrateandsalarygrowthrate.ThediscountrateisgenerallybaseduponthemarketyieldavailableontheGovernmentbondsattheaccounting date with a term that matches that of the liabilities and the salary growth rate takes account of inflation, seniority, promotion and other relevant factors on long term basis. As at 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Discount rate 6.72 6 .78 7.21 7 .41 Salary growth rate 1 0.00 10.00 10.00 1 0.00 iv) Demographic assumptions: As at 30th September, 2025 31st March, 2025 31st March, 2024 31 March 2023 Retirement age 58 58 58 58 Mortality table IALM (2012 - 14) IALM (2012 - 14) IALM (2012 - 14) IALM (2012 - 14) Withdrawal rates 10% 10% 10% 10% Theabovesensitivityanalysisarebasedonachangeinanassumptionwhileholdingallotherassumptionsconstant.Inpractice,thisisunlikelytooccurandchangesinsomeofthe assumptionsmaybecorrelated.Whencalculatingthesensitivityofthedefinedbenefitobligationtosignificantactuarialassumptionsthesamemethod(presentvalueofthedefined benefitobligationcalculatedwiththeprojectedunitcreditmethodattheendofthereportingperiod)hasbeenappliedwhichwasappliedwhilecalculatingthedefinedbenefit obligation recognised in the balance sheet. 262The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period. Notes: (1)TheabovefigureshavebeenextractedfromtheactuarialvaluationreportissuedbyM/sKandoi&Co.videcertificatedated06May2024,fortheyearsended31March2024and 31March2023,respectively.Thedataforthefinancialyear2024–25hasbeenextractedfromthecertificatedated06May2025,usingtheProjectedUnitCreditMethodandforthe period ended 30 september 2025 the value extracted from the acturial valuation report dated 17 December 2025. 10 Additional regulatory information (i) Thetitledeedsofalltheimmovableproperties(otherthanpropertieswheretheCompanyisthelesseeandtheleaseagreementsaredulyexecutedinfavourofthelessee)are held in the name of the Company. (ii) ThecompanydoesnotholdanybenamipropertyasdefinedundertheBenamiTransactions(Prohibition)Act,1988(45of1988)andtherulesmadethereunder.No proceedinghasbeeninitiatedorpendingagainstthecompanyforholdinganybenamipropertyundertheBenamiTransactions(Prohibition)Act,1988(45of1988)andthe rules made there under. (iii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender. (iv) There are no transactions / relationship with struck off companies. (v) TheCompanydoesnothaveanytransactionnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessments undertheIncome-taxAct,1961(suchas,searchorsurveyoranyotherrelevantprovisionsoftheIncome-taxAct,1961).Further,therewasnopreviouslyunrecorded income and no additional assets were required to be recorded in the books of account during the year. (vi) TheCompanyhasneithertradednorinvestedinCryptocurrencyorVirtualCurrencyduringtheperiodendedSeptember30,2025.Further,theCompanyhasalsonot received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency. (vii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current year. (viii) TheCompanyhascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwithCompanies(RestrictiononnumberofLayers)Rules, 2017, and there are no companies beyond the specified layers. (ix) During the year, the Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks on the basis of security of current assets. (x) The Company has not entered into any scheme of arrangement approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013. (xi) TheCompanyhasnotadvanced,loaned,orinvestedfunds(includingborrowedfunds,sharepremium,oranyothersourceorkindoffunds)toanyotherpersonorentity, includingforeignentities(“Intermediaries”),withtheunderstanding(whetherrecordedinwritingorotherwise)thattheIntermediaryshall,whetherdirectlyorindirectly: lendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheCompany(ultimatebeneficiaries),orprovideanyguarantee,security,or thelikeonbehalfoftheultimatebeneficiaries.However,duetothelimitationsintheavailabilityofcompletedataanddocumentation,theCompanyisunableto independentlyverifyortracewhetheranysucharrangementsexist.Themanagementhasrepresentedthat,tothebestofitsknowledgeandbelief,nosuchtransactionshave taken place during the reporting period. (xii) TheCompanyhasnotreceivedanyfundsfromanyperson(s)orentity(ies),includingforeignentities(“FundingParty”),withtheunderstanding(whetherrecordedin writingorotherwise)thattheCompanyshall:directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfofthe FundingParty(ultimatebeneficiaries),orprovideanyguarantee,securityorthelikeonbehalfoftheultimatebeneficiaries.However,duetolimitationsintheavailabilityof completesupportingdocumentationanddata,theCompanyisunabletoindependentlyverifytheexistenceornon-existenceofsucharrangements,ifany.Themanagement has confirmed that, to the best of its knowledge and belief, no such transactions have occurred during the reporting period. (xiii) TheCompanyhascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwithCompanies(RestrictiononnumberofLayers)Rules, 2017, and there are no companies beyond the specified layers. 11 Additional Information as per Part II of Scheduale III, Company Act, 2013 Net Assets as at 31 March 2025 Net Assets Share in profit or loss As % of c ao sn ss eo tl sidated net Amount As % pr oo ff i tc aon ns do ll oid ssated Amount Holding: Srinivas Pradhan Construction Limited 58.86% 936.26 56.36% 3 71.12 Subsidiary: Srinibas Pradhan Infra Private Limited 41.14% 654.48 43.64% 2 87.50 100.00% 1590.73 100.00% 658.62 Net Assets as at 30 September 2025 Net Assets Share in profit or loss As % of c ao sn ss eo tl sidated net Amount As % pr oo ff i tc aon ns do ll oid ssated Amount Holding: Srinivas Pradhan Construction Limited 61.80% 1360.32 54.61% 2 24.38 Subsidiary: Srinibas Pradhan Infra Private Limited 38.20% 840.97 45.39% 1 86.50 100.00% 2201.29 100.00% 410.87 12 Re-grouping/re-classification of amounts The figures have been grouped and classified wherever they were necessary and have been rounded off to the nearest rupee. 13 Examination of Books of Accounts & Contingent Liability Thelistofbooksofaccountsmaintainedisbasedoninformationprovidedbytheassesseeandisnotexhaustive.Theinformationinauditreportisbasedonourexaminationofbooksof accounts presented to us at the time of audit and as per the information and explanation provided by the assessed at the time of audit. 14 Director Personal Expenses Therearenodirectorpersonalexpensesdebitedtotheprofitandlossaccount.However,personalexpenditureifincludedinexpensesliketelephone,vehicleexpensesetc.arenot identifiable or separable. 15 ThenameoftheCompanyhasbeenchangedfrom'SrinibasPradhanConstructionsPrivateLimited'to'SrinibasPradhanConstructionsLimited'videfreshCertificateofIncorporation received from Ministry of Corporate Affairs dated 31 January 2024. 16 The Company has a single reportable segment for the purpose of Accounting Standard 17. 17 Deferred Tax Asset/Liability: [AS-22] The Company has created Deferred Tax Asset/Liability as required by Accounting Standard (AS)-22. 263NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Annexure – I.1 Restated Statement of Share Capital Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Authorised Share Capital No. of equity share of Rs. 10/- each 1 0,000,000 7 ,000,000 7 ,000,000 1 ,000,000 Authorised Share Capital 1 ,000.00 7 00.00 7 00.00 1 00.00 Issued, Subscribed & Fully Paid-up No. of equity share of Rs. 10/- each 6 ,147,397 4,360,948 4 ,143,748 9 3,750 Issued, Subscribed & Fully Paid-up 6 14.74 4 36.09 4 14.38 9 .38 Note:TheCompanyhasoneclassofequityshareshavingparvalueof₹10pershare.Eachholderofequitysharesisentitledtoonevotepershare.Allshareholdersareequallyentitledtodividend.Intheeventofliquidation,theequityshareholdersareentitledtoreceiveremaining assets of the Company (after distribution of all preferential amounts, if any) in the proportion of equity shares held by the shareholders. Reconciliation of No. of Shares Outstanding at the end of the year/period (No. of Equity Shares) Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Shares outstanding at the beginning of the year 4 ,360,948 4 ,143,748 9 3,750 3 0,000 Shares issued during the year (refer note (a) below) 2 49,600 2 17,200 - 6 3,750 Right share issued during the year (refer note (b) below) - - 1 ,500,000 - Bonus share issued during the year (refer note (c) below) 1 ,536,849 - 2 ,549,998 - Share outstanding at the end of the year/period 6 ,147,397 4 ,360,948 4 ,143,748 9 3,750 Note(a):DuringFY2024–25,theCompanyallotted2,17,200equitysharesof₹10eachatapremiumof₹60persharethroughprivateplacement.Earlier,inFY2022–23,63,750equitysharesof₹10eachatapremiumof₹150persharewereallottedtopromotersagainst conversionofunsecuredloan.Further,duringtheperiodended30September2025,theCompanyallotted2,49,600equitysharesof₹10eachatapremiumof₹70pershareon11July2025throughprivateplacement.AlltheaboveallotmentsweremadeinaccordancewithSection 62 and other applicable provisions of the Companies Act, 2013. Note (b) : The Company has allotted 15,00,000 equity shares vide approval of Board of Directors at their meeting held on 16 March, 2024, at a Price of Rs. 10 per share to existing shareholder's on the rights basis. Note(c):Duringthefinancialyear2023–24,theCompanyissued25,49,998bonussharestothefullypaidshareholdersoftheCompanyintheproportionof8:5,i.e.,eightnewfullypaidequitysharesforeveryfiveexistingequitysharesheld,ontherecorddateof21March2024, outoftheamountsstandingtothecreditoffreereservesand/orthesecuritiespremiumaccountasat21March2024.Further,duringtheperiodended30September2025,theCompanyissuedbonussharestotheexistingshareholdersintheratioof1:3,i.e.,oneequitysharesfor every three equity share held, with record date of 24 July 2025. Reconciliation of Shares Capital Outstanding at the end of the year/period Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Shares capital outstanding at the beginning of the year 4 36.10 4 14.38 9 .38 3 .00 Shares Capital issued during the year 2 4.96 2 1.72 - 6 .38 Right issued during the year - - 1 50.00 - Bonus Issued during the year 1 53.68 - 2 55.00 - Share outstanding at the end of the year/period 6 14.74 4 36.10 4 14.38 9 .38 Details of Shareholders holding more than 5% of the aggregate shares in the company Name of shareholders As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Srinibas Pradhan No. of Shares 2 ,791,473 2 ,093,605 2 ,093,605 3 3,750 % of holding 45.41% 48.01% 50.52% 36.00% Ananda Kumar Sahu No. of Shares - - - 9 ,998 % of holding 0.00% 0.00% 0.00% 10.66% Ramakanta Pradhan No. of Shares 2 ,450,500 1,837,875 1 ,837,875 2 6,875 % of holding 39.86% 42.14% 44.35% 28.67% Nitesh Kumar Mishra No. of Shares - - - 7 ,501 % of holding 0.00% 0.00% 0.00% 8.00% Details of The Shareholding pattern of the promoters at the period ended as follows: As at 30th September, 2025 Name of the Promoters No. of Shares Held % of Holding % Chan pg ee r id odu ring the Srinibas Pradhan 2 ,791,473 45.41% -2.60% Ananda Kumar Sahu - 0.00% 0.00% Ramakanta Pradhan 2 ,450,500 39.86% -2.28% Details of The Shareholding pattern of the promoters at the year end as follows: As at 31st March, 2025 Name of the Promoters No. of Shares Held % of Holding % Chan yg ee a d ru ring the Srinibas Pradhan 2 ,093,605 48.01% -2.52% Ananda Kumar Sahu - 0.00% 0.00% Ramakanta Pradhan 1 ,837,875 42.14% -2.21% Details of The Shareholding pattern of the promoters at the year end as follows: As at 31st March, 2024 Name of the Promoters No. of Shares Held % of Holding % Chan yg ee a d ru ring the Srinibas Pradhan 2 ,093,605 50.52% 14.52% Ananda Kumar Sahu - 0.00% -10.66% Ramakanta Pradhan 1 ,837,875 44.35% 15.69% Name of the Promoters As at 31st March, 2023 No. of Shares Held % of Holding y% ea rC hange during the Srinibas Pradhan 3 3,750 36.00% -2.67% Ananda Kumar Sahu 9 ,998 10.66% -22.67% Ramakanta Pradhan 2 6,875 28.67% -4.67% Annexure – I.2 Restated Statement of Reserve & Surplus Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Statement of Profit & Loss Opening balance 1 ,015.80 3 57.18 1 61.66 1 3.49 Add: Profit for the Period/year 4 10.87 6 58.62 3 54.89 1 48.17 Total 1 ,426.68 1 ,015.80 5 16.56 1 61.66 Less: Utilised for Bonus Issue - - ( 159.37) - Less: Other adjustment - - - - Balance as at the end of the year/period 1 ,426.68 1 ,015.80 3 57.18 1 61.66 Security Premium Reserve - - - - Opening balance 1 30.32 - 9 5.63 Add: Addition during the year 1 74.72 1 30.32 - 9 5.63 Less: Utilised for Bonus Issue (153.68) - ( 95.63) Balance as at the end of the year/period 1 51.36 1 30.32 - 9 5.63 Revaluation Reserves - - - - Capital Reserve (refer note given below) 8 .52 8 .52 - - Total Reserve & Surplus 1 ,586.55 1 ,154.64 3 57.18 2 57.29 264NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Note:- During the financial year 2024-25, the Company acquired control of Srinibas Pradhan Infra Private Limited. The acquisition has been accounted for using the purchase method as prescribed under AS 14 and applied in AS 21 for consolidation. The computation is as follows: Particulars As at 31st March, 2025 Share in Reserves & Surplus (Net Assets) of Subsidiary on acquisition date 365.06 Less: Total consideration paid 356.54 Excess (Capital Reserve) 8 .52 Accordingly, a Capital Reserve of INR 8.52 lakhs has been recognized in the consolidated financial statements. This reserve arises solely on consolidation and, in accordance with AS 21, is not available for dividend, bonus issue or other distribution. Annexure – I.3 Restated Statement of Borrowings 30th September, 2025 As at 31 March 2025 Particulars As at As at As at As at Long term Short term Total Long term Short term Total Secured Loans Term Loan - From bank 45.12 6 2.96 1 08.08 2 3.34 1 14.08 1 37.42 - From other parties 89.91 222.51 3 12.42 3 79.07 1 1.96 3 91.03 Loan repayable on demand - From bank - 836.67 8 36.67 - 7 63.75 7 63.75 Unsecured Loans From others - Loans from Directors and related parties - 459.44 4 59.44 - 4 33.29 4 33.29 Total 1 35.03 1 ,581.58 1 ,716.61 4 02.41 1 ,323.08 1 ,725.48 As at 31 March 2024 As at 31 March 2023 Particulars As at As at As at As at Long term Short term Total Long term Short term Total Secured Loans Term Loan - From bank 1 16.73 4 1.50 1 58.23 - - - - From other parties 12.14 1 1.46 2 3.59 - - - Unsecured Loans From others - Loans from Directors and related parties 5 .77 - 5 .77 5 .77 - 5 .77 Total 1 34.63 5 2.96 1 87.59 5 .77 - 5 .77 Annexure – I.4 Restated Statement of Deferred Tax Liabilities/(Assets) Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Deferred tax liabilities in relation to (A): Property, plant, equipment's and intangible assets ( 1.47) 4 .69 (0.73) 0.00 Deferred tax assets in relation to (B): Provision for employee benefits, allowed on cash basis 2 .77 2 .07 1 .07 0 .28 Other adjustment - - 0 .11 0 .22 (DTA)/DTL (A-B) ( 4.24) 2 .62 ( 1.91) ( 0.50) Deferred Tax Assets Provision Opening Balance of (DTA)/DTL 2 .62 ( 1.91) ( 0.50) 0 .42 Consolidation adjustment - 2 1.01 - - Add: Provision for the year ( 6.86) ( 16.48) ( 1.41) ( 0.92) Closing Balance of (DTA)/DTL ( 4.24) 2 .62 ( 1.91) ( 0.50) Annexure – I.5 Restated Statement of Other Non Current Liabilities Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Security deposits received 3 8.49 - - - Total 3 8.49 - - - Annexure – I.6 Restated Statement of Long Term Provision As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Provision for Gratuity 10.97 8 .60 4 .25 1 .11 Total 10.97 8 .60 4 .25 1 .11 Annexure – I.7 Restated Statement of Trade Payables Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Trade Payables - MSME* - - - - - Others 1 ,307.78 1 ,701.22 7 61.13 2 59.33 - Disputed dues - MSME* - - - - - Disputed dues - Others - - - - Total 1 ,307.78 1 ,701.22 7 61.13 2 59.33 *MSME as per the Micro, Small and Medium Enterprises Development Act, 2006. Ageing Analysis of Trade Payables Outstanding for following periods from the date of transactions Particulars As at 30th September, 2025 Unbilled dues Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME - - - - - - - (ii) Others - - 8 52.41 4 39.81 1 5.56 - 1,307.78 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - - - - - Ageing Analysis of Trade Payables Outstanding for following periods from the date of transactions Particulars As at 31st March, 2025 Unbilled dues Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME - - - - - - - (ii) Others 16.85 - 1 ,341.37 3 36.98 6 .02 - 1,701.22 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - - - - - Ageing Analysis of Trade Payables Outstanding for following periods from the date of transactions Particulars As at 31st March, 2024 Unbilled dues Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME - - - - - - - (ii) Others - - 7 19.68 4 1.45 - - 7 61.13 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - - - - - 265NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Ageing Analysis of Trade Payables Outstanding for following periods from the date of transactions Particulars As at 31st March 2023 Unbilled dues Not due Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME - - - - - - - (ii) Others - - 251.10 8.23 - - 2 59.33 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - - - - - Annexure – I.8 Restated Statement of Other Current Liabilities Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Statutory Dues Payable 6 8.05 2 14.25 1 61.77 6 9.47 Other Payables - - - 3 6.63 Salary & wages payables 4 2.43 5 6.75 3 5.13 1 0.35 Security deposits received 3 .71 5 7.18 8 2.05 - Other expenses payable 1 8.10 4 .95 4 .50 0 .30 Capital advance received 9 1.97 8 4.35 - - Advances from Customer 6 3.69 3 6.55 2 2.91 - Total 2 87.95 4 54.03 3 06.36 1 16.75 Annexure – I.9 Restated Statement of Short Term Provision Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Provision for Income Tax Current for the year 1 03.76 9 3.01 5 1.89 - Provision for Gratuity 0 .02 0 .03 0 .01 0 .00 Total 1 03.78 9 3.03 5 1.90 0 .00 Annexure – I.10 Restated Statement of Fixed Assets Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 (A) Property, Plant and Equipment Furniture & Fittings Gross Block - Opening Balance 16.37 6 .98 5 .60 0 .32 Consolidation adjustment - 8 .55 - - Addition/Sale during the year - 0 .84 1 .38 5 .28 Gross Block - Closing Balance 16.37 1 6.37 6 .98 5 .60 Accumulated Depreciation - Opening Balance 6.04 2 .45 0 .93 0 .01 Consolidation adjustment - 0 .01 - - Depreciation during the year 2.23 3 .58 1 .52 0 .92 Deletion / adjustments during the year - - - - Accumulated Depreciation - Closing Balance 8 .27 6 .04 2 .45 0 .93 Net Block 8.10 1 0.33 4 .53 4 .67 Computers & Other Accessories Gross Block - Opening Balance 31.49 1 3.17 6 .11 2 .08 Consolidation adjustment - 1 6.36 - - Addition/Sale during the year 1.01 1 .96 7 .06 4 .03 Gross Block - Closing Balance 32.50 3 1.49 1 3.17 6 .11 Accumulated Depreciation - Opening Balance 21.90 7 .19 2 .22 0 .21 Consolidation adjustment - 0 .06 - - Depreciation during the year 3.06 1 4.65 4 .97 2 .01 Deletion / adjustments during the year - - - - Accumulated Depreciation - Closing Balance 2 4.96 2 1.90 7 .19 2 .22 Net Block 7.54 9 .59 5 .98 3 .89 Plant & Machinery Gross Block - Opening Balance 1 ,427.26 3 31.63 6 4.60 4 6.06 Consolidation adjustment - 1,073.71 - - Addition/Sale during the year 10.29 2 1.92 2 67.03 1 8.54 Gross Block - Closing Balance 1 ,437.55 1,427.26 3 31.63 6 4.60 Accumulated Depreciation - Opening Balance 3 05.07 5 8.46 1 1.98 2 .00 Consolidation adjustment - 0 .88 - - Depreciation during the year 1 02.40 2 45.73 4 6.48 9 .98 Deletion / adjustments during the year - - - - Accumulated Depreciation - Closing Balance 4 07.47 3 05.07 5 8.46 1 1.98 Net Block 1 ,030.08 1,122.19 2 73.17 5 2.62 Vehicle Gross Block - Opening Balance 51.41 1 2.50 1 2.50 - Consolidation adjustment - 6 .08 - - Addition/Sale during the year - 3 2.83 - 1 2.50 Gross Block - Closing Balance 51.41 5 1.41 1 2.50 1 2.50 Accumulated Depreciation - Opening Balance 9.97 4 .08 0 .25 - Consolidation adjustment - 0 .01 - - Depreciation during the year 6.49 5 .88 3 .83 0 .25 Deletion / adjustments during the year - - - - Accumulated Depreciation - Closing Balance 1 6.46 9 .97 4 .08 0 .25 Net Block 34.95 4 1.44 8 .42 1 2.25 Gross Block - Opening Balance 1 ,526.52 3 64.27 8 8.81 4 8.46 Consolidation adjustment - 1 ,104.70 - Addition/Sale during the year 1 1.30 5 7.55 2 75.46 4 0.35 Gross Block - Closing Balance 1 ,537.82 1,526.52 3 64.27 8 8.81 Accumulated Depreciation - Opening Balance 3 42.97 7 2.17 1 5.38 2 .21 Consolidation adjustment - 0 .96 - Depreciation during the year 1 14.19 2 69.84 5 6.80 1 3.16 Deletion / adjustments during the year - - - - Accumulated Depreciation - Closing Balance 4 57.16 3 42.97 7 2.18 1 5.37 Total Net Block of tangible Assets 1 ,080.66 1 ,183.55 2 92.09 7 3.44 Annexure – I.11 Restated Statement of Non- current Investment Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Investment in Unquoted shares Srinibas Pradhan Infra Private Limited # - - 1 74.33 - Share in Profit/(loss) of associates - - 1 .91 - Total - - 1 76.24 - # Note:-During the FY 23-24 the company buys 14,01,366 Equity share of face value of Rs. 10 each issued at a price of Rs. 12.44 each share. Annexure – I.12 Restated Statement of Long Term Loans & Advances Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Unsecured, considered good Advance against share purchase to related party - - 1 36.20 - Capital advances given to others - - 1 .65 0 .90 Advance given to others (including net interest receivable) 2 7.89 2 6.76 - - Total 2 7.89 2 6.76 1 37.85 0 .90 Annexure – I.13 266NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Restated Statement of Other Non - current Assets Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Unsecured, considered good Security deposits 6 0.36 6 0.36 6 0.16 6 0.16 Total 6 0.36 6 0.36 6 0.16 6 0.16 Annexure – I.14 Restated Statement of Inventories Particulars As at As at As at As at 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Inventories -Raw Material 2 75.90 1 06.90 - - Inventories -Work in progress 4 00.61 7 30.00 4 54.99 1 03.29 Total 6 76.51 8 36.90 4 54.99 1 03.29 Annexure – I.15 Restated Statement of Trade Receivables As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Secured & Considered Good - - - - Unsecured & Considered Good 3 ,065.39 3 ,001.95 6 53.77 3 87.92 Doubtful - - - - Total 3 ,065.39 3 ,001.95 6 53.77 3 87.92 Ageing Schedule of Trade Receivable Outstanding for following periods from the date of transactions As at 30th September, 2025 Particulars Unbilled Not Due Less than 6 Month 6 Months-1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables – considered good 1 ,091.96 - 9 89.93 3 71.10 3 79.39 2 28.59 4 .41 3,065.39 (ii) Undisputed Trade Receivables – considered doubtful - - - - - - - - (iii) Disputed Trade Receivables considered good - - - - - - - - (iv) Disputed Trade Receivables considered doubtful - - - - - - - - Ageing Schedule of Trade Receivable Outstanding for following periods from the date of transactions As at 31 March 2025 Particulars Unbilled Not Due Less than 6 Month 6 Months-1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables – considered good 3 84.35 - 1 ,765.48 6 40.43 1 19.17 9 2.52 - 3,001.95 (ii) Undisputed Trade Receivables – considered doubtful - - - - - - - - (iii) Disputed Trade Receivables considered good - - - - - - - - (iv) Disputed Trade Receivables considered doubtful - - - - - - - - Ageing Schedule of Trade Receivable Outstanding for following periods from the date of transactions As at 31 March 2024 Particulars Unbilled Not Due Less than 6 Month 6 Months-1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables – considered good - - 5 00.92 8 0.00 7 2.85 - - 6 53.77 (ii) Undisputed Trade Receivables – considered doubtful - - - - - - - - (iii) Disputed Trade Receivables considered good - - - - - - - - (iv) Disputed Trade Receivables considered doubtful - - - - - - - - Ageing Schedule of Trade Receivable Outstanding for following periods from the date of transactions As at 31st March, 2023 Particulars Unbilled Not Due Less than 6 Month 6 Months-1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables – considered good - - 1 96.58 1 51.65 3 9.69 - - 3 87.92 (ii) Undisputed Trade Receivables – considered doubtful - - - - - - - - (iii) Disputed Trade Receivables considered good - - - - - - - - (iv) Disputed Trade Receivables considered doubtful - - - - - - - - Annexure – I.16 Restated Statement of Cash and Bank balances As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Cash balances Cash in hand 1 9.13 8 .60 4 .26 6 .25 Balances with bank: Balance With Bank (in Current Accounts) 1 .93 7 .98 4 .74 1 .78 Balance in deposit accounts with original maturity of less than 3 months 4 6.80 - - - 6 7.86 1 6.58 9 .00 8 .03 Other Bank Balances Balance in deposit accounts with original maturity of more than 3 months but less than 12 months 9 1.23 9 5.64 2 .70 - Total 1 59.09 1 12.22 1 1.70 8 .03 Annexure – I.17 Restated Statement of Short Term Loans and Advances As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Unsecured, considered good Advances to suppliers 4 20.79 1 94.72 2 50.02 1 0.13 Prepaid expenses 7 .77 1 1.46 1 .67 - Amount recoverable in kind or cash 1 .84 - - - Balance with government authorities - - - 5 .00 Advances to employees 1 2.28 6 .05 0 .08 0 .26 Total 4 42.68 2 12.23 2 51.77 1 5.39 Annexure – I.18 Restated Statement of Other Current Assets As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Interest accrued on fixed deposit 4 .76 1 .67 0 .11 - Security deposits/EMD 1 45.29 1 40.08 4 2.20 - Total 1 50.05 1 41.75 4 2.31 - 267NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Restated Statement of Principal terms of Secured Loans and Assets charged as Security Name of Lender Pupose Rate of Repayment Security Outstanding amount as at Outstanding amount as Outstanding amount as at Outstanding amount as Interest Schedule 30 September 2025 at 31 March 2025 31st March, 2024 at 31 March 2023 Secured Loans - Bank/ Financial Institution CNH Industrial Capital(India) Private Limited(81589) Purchase of Machinery 9.47% 2 years 11 Hypothecation of JCB Machine 6.85 11.55 20.75 - Months CNH Industrial Capital(India) Private Limited(82058) Purchase of Machinery 9.69% 1 year 11 Hypothecation of Rock Breaker Machine - 0.41 2 .84 - Months State Bank of India( Term Loan) Purchase of Machinery 12.15% 4 years 4 Primary security : Hypothecation of Plant and 93.12 115.83 158.24 - Months Machineries, Furniture, Electronic items etc.of created out of Bank finance. Collateral Security: Land situated at Plot No-64/2099, Mouza- Chualiberna having Area of Ac 0.360dec of Kisam Gharabari. Land situated at Plot No- 344/1831,345/2291, Mouza-Chualiberna having Area of Ac 0.700dec of Kisam Gharabari. Sundaram Finance Purchase of Machinery 11.36% 36 Months The loan is secured against the Machinery. 23.72 - - - Cholamandalam Finance Purchase of Machinery 10.60% 48 Months The loan is secured against the Machinery. 85.98 102.73 - - Hdfc Finance (A/c-141428345) Purchase of Machinery 8.75% 60 Months The loan is secured against the Machinery. 32.14 37.40 - - Hdfc Finance Innova 1105 (A/c-134302750) Purchase of Machinery 7.90% 39 Months The loan is secured against the Machinery. 2.75 6.73 - - Indusind Bank Ltd. Oss01630D (Hyva Od23L8536 ) Purchase of Machinery 9.51% 58 Months The loan is secured against the Machinery. 7.50 10.81 - - Indusind Bank Ltd. Oss01631D (Hyva Od23L8562) Purchase of Machinery 9.51% 58 Months The loan is secured against the Machinery. 7.46 10.78 - - John Deere Financial India Pvt Ltd 225275/7048171 Purchase of Machinery 9.50% 48 Months The loan is secured against the Machinery. 22.14 31.55 - - Sundaram Finance R017400167 (OD23M8846) Purchase of Machinery 10.91% 47 Months The loan is secured against the Machinery. 5.69 9.64 - - Sundaram Finance S017400061 (Slope compactor ) Purchase of Machinery 12.99% 35 Months The loan is secured against the Machinery. - 0.69 - - Sundaram Finance S017400070 (HYDRA-OD23N5367) Purchase of Machinery 12.41% 47 Months The loan is secured against the Machinery. 4.31 6.15 - - Sundaram Finance S103900206 (OD23P2603) Purchase of Machinery 10.15% 47 Months The loan is secured against the Machinery. 15.64 19.84 - - Sundaram Finance-U103900237 Purchase of Machinery 14.08% 23 Months The loan is secured against the Machinery. 5.39 7.47 - - Sundaram Finance-U103900238 Purchase of Machinery 13.85% 23 Months The loan is secured against the Machinery. 5.54 7.62 - - Sundaram Finance-U103900239 Purchase of Machinery 13.85% 23 Months The loan is secured against the Machinery. 5.54 7.62 - - Sundaram Finance-U103900240 Purchase of Machinery 13.85% 23 Months The loan is secured against the Machinery. 5.54 7.62 - - Sundaram Finance-U103900241 Purchase of Machinery 13.85% 23 Months The loan is secured against the Machinery. 5.54 7.62 - - TATA Finance (20NOS HYVA) Purchase of Machinery 11.02% 35 Months The loan is secured against the Machinery. 85.65 126.39 - - 268Name of Lender Pupose Rate of Repayment Security Outstanding amount as at Outstanding amount as Outstanding amount as at Outstanding amount as Interest Schedule 30 September 2025 at 31 March 2025 31st March, 2024 at 31 March 2023 - Repayable on demand - State Bank of India CC-43541183624 Working capital loan 10.90% NA The working capital loan availed by the company is 19.77 19.67 - - (Cash Credit) secured by way of hypothecation of book debts and stock (inventory) of the company, both present and future, as primary security in favour of the lending bank/financial institution. -HDFC Bank (Cash Credit) Working Capital 8.50% NA Stocks,Debtors,Fixed Deposits, Retail LC BG FD 314.41 332.71 - - -State Bank of India (Cash Credit) Working Capital 12.65% NA 411.37 - - Stocks of Raw Material like Chips, Dust, Emulsion, Bitumen, Diesel, Cement and Rod. & receivables from government & semi government organization. 502.50 Hypothecation of Stocks & Receivables. Unsecured Loans - Loans from Directors & Relatives NA NA NA NA 4 59.44 4 33.29 5 .77 5 .77 269NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Annexure –II.1 Restated Statement of Revenue from operations For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Revenue from operations - Construction work 4,375.27 8 ,435.20 2 ,728.98 2 ,186.34 - Annual maintenance and other operations 122.76 4 95.32 6 79.09 4 22.41 - Rental income from machinery 60.67 3 7.95 1 18.87 2 6.13 Total 4 ,558.70 8 ,968.47 3 ,526.94 2 ,634.88 Annexure –II.2 Restated Statement of Revenue from Other Income For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Interest on fixed deposits 3.13 2 .15 0 .11 - Interest on income tax refund - - - 0 .13 Interest on advances 1.13 1 .96 - - Total 4 .26 4 .11 0 .11 0 .13 Annexure-II.3 Restated Statement of Construction and Operating Expenses For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Cost of Material Consumed Opening stock of raw material 106.90 - - 7 .65 Add: Purchase during the year 2,042.81 3 ,632.24 1 ,661.56 1 ,030.68 Less: Closing stock of raw material 275.90 1 06.90 - - Total (A) 1 ,873.81 3 ,525.34 1 ,661.56 1 ,038.33 Operating expenses For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Machine Hire charges 266.21 5 53.22 4 10.68 2 42.40 Site expenses 37.61 1 59.45 3 9.96 5 2.00 Fuel expenses 351.19 8 64.86 3 31.24 1 91.12 Construction works 421.63 1 ,570.36 3 40.83 7 19.61 Labour charges 123.03 2 45.88 1 72.66 1 04.67 Repairs & Maintenance of Machinery 25.61 4 2.00 4 0.42 6 .63 Transportation charges 106.83 1 46.27 6 .04 1 2.43 Total (B) 1,332.11 3 ,582.04 1 ,341.83 1,328.86 Total (A+B) 3,205.92 7 ,107.38 3 ,003.39 2,367.19 Annexure –II.4 Restated Statement of Change in Inventory For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Stock at the end of the year (A) Work-in-progress 400.61 7 30.00 4 54.99 1 03.29 4 00.61 7 30.00 4 54.99 1 03.29 Stock at the beginning of the year (B) Consolidated adjustment - 4 12.00 - - Work-in-progress 730.00 4 54.99 1 03.29 2 6.86 7 30.00 8 66.99 1 03.29 2 6.86 Total (B-A) 3 29.39 1 36.99 ( 351.70) ( 76.43) Annexure –II.5 Restated Statement of Employees Benefit Expenses For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Salaries, Wages & Bonus 138.76 2 11.09 1 74.87 7 9.83 Gratuity expenses 2.37 4 .37 3 .15 1 .11 Contribution to Provident and Other Funds 23.16 3 6.69 2 4.81 1 1.43 Staff Welfare 29.50 6 1.59 3 8.12 1 7.27 Total 1 93.79 3 13.74 2 40.95 1 09.64 270NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated) Annexure –II.6 Restated Statement of Other Expenses For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Travelling & Conveyance & TA/DA 2.91 8 .96 6 .25 1 .55 Bank Charges 16.45 2 2.73 2 .89 0 .01 Business Promotion 1.95 5 .32 1 0.35 1 .14 Office Expenses 3.37 1 2.88 8 .07 1 .27 Rent expenses 0.60 1 .20 - - Preliminary Expenses W/off - - - 1 .29 Professional and consultancy fees 4.28 4 .77 1 8.64 - Insurance Charges 4.39 3 .02 1 .79 4 .16 Rate & Taxes 25.69 3 6.42 1 4.92 0 .70 Misc. Expenses 0.29 0 .38 0 .09 0 .53 Website Expenses 0.03 0 .08 0 .51 - License Fees & Taxes 1.99 7 .56 1 0.10 8 .44 Auditor's remuneration 3.75 4 .80 5 .00 0 .30 Balance written off - 1 .65 - - Total 6 5.70 1 09.77 7 8.61 1 9.39 Note- Auditor's remuneration includes: Statutory Audit Fees 1.75 3 .50 2 .50 0.30 Other services 2.00 0 .30 1 .50 - Tax Audit - 1 .00 1 .00 - Total 3 .75 4 .80 5 .00 0 .30 Annexure –II.7 Restated Statement of Financial Charges For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Bank Interest - on others - 8 .46 - - - on statutory dues 23.82 2 4.24 6 .27 4 .13 - on term loans 69.02 1 21.69 1 7.95 - Loan processing and documentation fees 4.83 - - - Total 9 7.67 1 54.39 2 4.22 4 .13 Annexure –II.8 Restated Statement of Provision For Taxation For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Current Tax 1 52.29 2 38.33 1 23.21 5 0.68 Deferred tax charge/ (benefit) ( 6.86) (16.48) (1.41) ( 0.92) Mat credit entitlement - - - - 271SRINIBAS PRADHAN CONSTRUCTIONS LIMITED CIN: U45201OR2020PLC034275 ANNEXURE –VI Consolidated Statement of Accounting & Other Ratios, As Restated (All amounts in ₹ lacs, unless otherwise stated) Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Net Profit as Restated 4 10.87 6 58.62 3 54.89 1 48.17 Add: Depreciation 1 14.19 2 69.84 5 6.80 1 3.16 Add: Interest on Loan 9 7.67 1 54.39 2 4.22 4 .13 Add: Income Tax/Deferred Tax 1 45.43 2 21.85 1 21.80 4 9.76 Add: Exceptional item - - - - Other income ( 4.26) ( 4.11) ( 0.11) ( 0.13) EBITDA 7 63.89 1 ,300.59 5 57.60 2 15.09 EBITDA Margin (%) 16.76% 14.50% 15.81% 8.16% Opening Net Worth as Restated 1 ,590.73 7 71.56 2 66.67 1 6.49 Closing Net Worth as Restated 2 ,201.29 1 ,590.73 7 71.56 2 66.67 Average Net Worth as Restated 1 ,896.01 1 ,181.15 5 19.13 1 41.59 Return on Net worth (%) as Restated 21.67% 55.76% 68.36% 104.65% Equity Share at the end of year (in Nos.) (Pre-Bonus) 6 1,47,397 4 3,60,948 4 1,43,748 9 3,750 Equity Share at the end of year (in Nos.) (Post-Bonus) 6 1,47,397 5 8,14,597 5 5,24,997 3 ,25,000 Weighted No. of Equity Shares 5 9,63,721 5 8,11,424 5 ,52,322 1 ,59,099 Net Asset Value per Equity share as Restated (Pre Bonus issue) 3 5.81 3 6.48 1 8.62 2 84.44 Net Asset Value per Equity share as Restated post bonus issue 35.81 27.36 13.96 82.05 Basic & Diluted Earnings per Equity Share as Restated (Post bonus issue) 6 .89 1 1.33 6 4.25 9 3.13 Nominal Value per Equity share (Rs.) 1 0.00 1 0.00 1 0.00 1 0.00 Current Assets (A) 4 ,493.72 4 ,305.05 1 ,414.54 5 14.63 Current Liabilities (B) 3 ,281.09 3 ,571.36 1 ,172.35 3 76.08 Current Ratio (A/B) 1 .37 1 .21 1 .21 1 .37 Debt 1 ,716.61 1 ,725.49 1 87.59 5 .77 Equity 2 ,201.29 1 ,590.74 7 71.56 2 66.67 Debt Equity Ratio (In Times) 0 .78 1 .08 0 .24 0 .02 EBIT* 6 53.97 1 ,034.86 4 99.01 2 02.06 Interest+Principal 2 28.71 5 42.16 3 2.13 - Debt Service Coverage Ratio 2 .86 1 .91 1 5.53 - PAT 4 10.87 6 58.62 3 54.89 1 48.17 Average Shareholder's Fund 1 ,896.01 1 ,181.15 5 19.13 1 41.59 Return On Equity (%) 21.67% 55.76% 68.36% 104.65% Opening Inventory 8 36.90 4 54.99 1 03.29 3 4.51 Closing Inventory 6 76.51 8 36.90 4 54.99 1 03.29 Average Inventory 7 56.70 6 45.95 2 79.14 6 8.90 Cost of Goods Sold (COGS) 3 ,535.31 7 ,244.37 2 ,651.69 2 ,290.75 Inventory Turnover Ratio (In Times) 4 .67 1 1.22 9 .50 3 3.25 Opening Trade Receivable 3 ,001.95 6 53.77 3 87.92 2 10.91 Closing Trade Receivable 3 ,065.39 3 ,001.95 6 53.77 3 87.92 Avg Trade Receivable 3 ,033.67 1 ,827.86 5 20.84 2 99.41 Revenue From Operation 4 ,558.70 8 ,968.47 3 ,526.94 2 ,634.88 Trade Receivables turnover ratio (In times) 1 .50 4 .91 6 .77 8 .80 Purchase 2 ,042.81 3 ,632.24 1 ,661.56 1 ,030.68 Opening Trade Payable 1 ,701.22 7 61.13 2 59.33 2 30.64 Closing Trade Payable 1 ,307.78 1 ,701.22 7 61.13 2 59.33 Average Trade Payable 1 ,504.50 1 ,231.17 5 10.23 2 44.98 Trade Payable Ratio (In Times) 1 .36 2 .95 3 .26 4 .21 Revenue From Operation 4 ,558.70 8 ,968.47 3 ,526.94 2 ,634.88 Average Working Capital 9 73.16 4 87.94 1 90.37 7 0.11 Net Working Capital Turnover Ratio (In Times) 4 .68 1 8.38 1 8.53 3 7.58 Revenue From Operation 4 ,558.70 8 ,968.47 3 ,526.94 2 ,634.88 PAT 4 10.87 6 58.62 3 54.89 1 48.17 N P Ration (In %) 9.01% 7.34% 10.06% 5.62% EBIT 6 53.97 1 ,034.86 4 99.01 2 02.06 Opening Capital Employed 2 ,004.36 9 10.47 2 73.55 4 9.20 Closing Capital Employed 2 ,385.78 2 ,004.36 9 10.47 2 73.55 Average Capital Employed 2 ,195.07 1 ,457.41 5 92.01 1 61.38 Return on Capital Employed (In %) 29.79% 71.01% 84.29% 125.21% Net PAT 4 10.87 6 58.62 3 54.89 1 48.17 Opening shareholder's fund 1 ,590.73 7 71.56 2 66.67 1 6.49 Closing shareholder's fund 2 ,201.29 1 ,590.73 7 71.56 2 66.67 Average shareholder's fund 1 ,896.01 1 ,181.15 5 19.13 1 41.59 Return on Investments (In %) 21.67% 55.76% 68.36% 104.65% Note:- EBITDA Margin = EBITDA/Revenue from operations Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year Return on Net worth (%) = Restated Profit after taxation / Average Net worth x 100 Net asset value/Book value per share (₹) = Net worth / No. of equity shares The Company does not have any revaluation reserves or extra-ordinary items. *EBIThasbeencomputedexcludingshareofprofit/lossofassociatesinlinewithAS23–AccountingforInvestmentsinAssociatesinConsolidatedFinancialStatementsandScheduleIIIofthe Companies Act, 2013, while Capital Employed includes shareholders’ funds (which incorporate the impact of associates accounted under the equity method). 272SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE –VII Consolidated Statement of Capitalization, As Restated (All amounts in ₹ lacs, unless otherwise stated) Pre-Issue Particulars Post Issue* 30th September, 2025 Debt : Short Term Debt 1,581.58 - Long Term Debt 135.03 - Total Debt 1,716.61 - Shareholders Funds Equity Share Capital 614.74 - Reserves and Surplus 1,586.55 - Less: Misc. Expenditure - - Total Shareholders’ Funds 2,201.29 - Long Term Debt/ Shareholders’ Funds 0.06 - Total Debt / Shareholders Fund 0.78 - * The post issue capitalization will be determined only after the finalisation of issue price 273SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE –VIII Consolidated Statement of Tax Shelter, As Restated (All amounts in ₹ lacs, unless otherwise stated) As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Profit Before Tax as per books of accounts (A) 556.30 880.47 4 76.69 197.93 -- Normal Tax rate 25.17% 25.17% 25.17% 25.17% -- Minimum Alternative Tax rate 16.69% 16.69% 16.69% 16.69% Permanent differences Expenses Disallowances 2 1.96 0 .53 8 .07 - Other Adjustments - - (1.91) - Total (B) 2 1.96 0 .53 6 .16 - Timing Differences Depreciation as per Books of Accounts 114.19 269.84 5 6.80 13.16 Depreciation as per Income Tax 8 9.71 207.84 5 3.89 11.48 Difference between tax depreciation and book depreciation 2 4.48 62.00 2 .90 1.68 Other adjustments 2 .37 3 .95 3 .79 1.76 Total (C) 2 6.85 65.95 6 .70 3.43 Net Adjustments (D = B+C) 4 8.80 66.49 1 2.85 3.43 Total Income (E = A+D) 605.10 946.95 4 89.55 201.37 Brought forward losses set off /Unabsorbed Depreciation (F) - - - - Taxable Income/ (Loss) for the year (E+F) 605.10 946.95 4 89.55 201.37 Tax Payable for the year 1 52.29 2 38.33 1 23.21 5 0.68 Tax payable as per MAT 9 2.86 1 46.97 7 9.57 3 3.04 Tax expense recognised 1 52.29 2 38.33 1 23.21 5 0.68 Tax payable as per normal rates or MAT (whichever is higher) Income Tax Income Tax Income Tax Income Tax Notes:-TheCompanyhasoptedfortaxationaspersection115BAAoftheincometaxact1961,andhascalculatedthetax@22%plussurcharge@10%andcess@ 4%. The effective tax rate being 25.168 %. 274SRINIBAS PRADHAN CONSTRUCTIONS LIMITED (Formerly Known as Srinibas Pradhan Constructions Private Limited) CIN: U45201OR2020PLC034275 ANNEXURE –IX Statement of Related Parties & Transactions (All amounts in ₹ lacs, unless otherwise stated) TheCompanyhasenteredintofollowingrelatedpartytransactionsfortheperiodscoveredunderaudit.Suchpartiesandtransactionsareidentifiedasperaccountingstandard18issued by Institute of Chartered Accountants of India. List of key managerial personnel Relationship Ramakanta Pradhan Whole-time director Srinibas Pradhan Managing Director Ayushi Sharma (w.e.f. 30/04/2024) Independent Director Biranchi Narayan Hota (w.e.f. 30/04/2024) Independent Director Prithiwiraj Singdeo (30/04/2024) Independent Director Jyotshna Pradhan (w.e.f. 08/03/2024) Director Durga Dutta Tripathy (w.e.f. 08/03/2024) Chief financial officer Yashwant Agrawal (till 15/06/2024 to 15/06/2024) Company Secretary Nishi Agrawal (w.e.f.21/06/2024 to 23/09/2024) Company Secretary Surbhi Agrawal (w.e.f. 23/09/2024) Company Secretary List of Wholly Owned Subsidiary Srinibas Pradhan Infra Private Limited # Subsidiary company List of relatives of the Key Managerial Personnel Mohini Pradhan Relative of KMP Ramesh Pradhan Relative of KMP Kalpana Pradhan Relative of KMP Koushalya Pradhan Relative of KMP Lelin Pradhan Relative of KMP Aswini Pradhan Relative of KMP Snehalata Sahu Relative of KMP Sabita Barik Relative of KMP Tushar Kanta Pradhan Relative of KMP Smrutirekha Pradhan Relative of KMP Subhashree Pradhan Relative of KMP Kritisha Pradhan Relative of KMP Nirmala Sahoo Relative of KMP Binodini Sahoo Relative of KMP Ramesh Pradhan Relative of KMP Kalpana Pradhan Relative of KMP Kailash Sahu Relative of KMP Prakash Sahu Relative of KMP Ahalya Pradhan Relative of KMP List of enterprises owned or significantly influenced by key management personnel or other relatives M/s. Maa Mohini Green Solutions Promoter Group Entity M/s. Maa Mohini Transport Promoter Group Entity M/s. Ramakanta Pradhan (Proprietorship) Promoter Group Entity M/s. Srinibas Pradhan (Proprietorship) Promoter Group Entity M/s. Aswini Pradhan (Proprietorship) Promoter Group Entity M/s. Parvat Agro Service Centre Promoter Group Entity #SrinibasPradhanInfraPrivateLimitedbecameanassociateofSrinibasPradhanConstructionLimitedon31March2024,uponacquisitionof14,01,366equitysharesbythe Company. It was subsequently converted into a subsidiary with effect from 09 May 2024, after acquisition of an additional 14,64,398 equity shares from the existing shareholders. ThefinancialstatementsofSrinibasPradhanInfraPrivateLimitedhavebeenconsolidatedasasubsidiarywitheffectfrom1April2024,inaccordancewithAS21–Consolidated Financial Statements. Refer Note No. 2(i) of annexure IV. 275Transactions with Related Parties: For the period ended For the year ended For the year ended For the year ended Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Remuneration to Ramakanta Pradhan 6.00 15.00 2 .32 - Srinibas Pradhan 6.00 13.80 2 .32 - Salary To Durga Dutta Tripathy 3.50 6.73 0 .50 - Yashwant Agrawal - 0.40 0 .15 - Surbhi Agrawal 1.50 1.49 - - Nishi Agrawal - 0.35 - - Sitting fees to Ayushi Sharma 0.90 1.25 - - Biranchi Narayan Hota 0.90 - - - Prithiwiraj Singdeo 0.90 - - - Advance against supply/(sales) Maa Mohini Green Solution 3.51 13.99 - - Srinibas Pradhan(Prop.)* - 0.17 - - Maa Mohini Transport 9.59 - - - Advance against Investment in shares Srinibas Pradhan - ( 136.20) 1 36.20 - Investment in shares Srinibas Pradhan Infra Private Limited - - 1 74.33 - Expenses paid on behalf of company Durga Dutta Tripathy 0.97 0.84 - - Srinibas Pradhan - 2.52 Unsecured borrowing taken/(repaid) during the year Srinibas Pradhan ( 56.85) 310.70 - 38.00 Maa Mohini Transport - - - 5.00 Maa Mohini Green Solution - - - ( 0.30) Koushalya Pradhan - - - ( 19.23) Ramakanta Pradhan 83.00 - - - Purchase of Goods and Operational expenses Ramakanta Pradhan - - 1 .70 - Srinibas Pradhan(Prop.)* - 115.06 1 71.83 108.21 Maa Mohini Transport 18.29 59.16 6 0.88 10.11 Maa Mohini Green Solution 59.58 61.22 5 7.58 39.90 Other expenses incurred/ (recovered) (Rent, Diesel, Job work etc.) Maa Mohini Green Solution - 35.54 7 9.22 54.40 Srinibas Pradhan 0.60 1.20 - - Srinibas Pradhan(Prop.)* - 152.35 (97.88) 437.88 Maa Mohini Transport - 11.98 5 .14 - Srinibas Pradhan Infra Private Limited - - (18.98) - Sale of Goods and Services to Srinibas Pradhan(Prop.)* 787.20 3,458.72 1 ,112.94 - Srinibas Pradhan Infra Private Limited - - 1 65.42 - Maa Mohini Transport - 22.99 - - Share Issue through conversion of loan Ramakanta Pradhan - - - 27.00 Srinibas Pradhan - - - 38.00 Kauslya Pradhan - - - 5.00 Jyotshna Pradhan - - - 5.00 IPO expenses paid on behalf of promoters during the year/period Ramakanta Pradhan 0.75 - - - Srinibas Pradhan 0.75 - - - 276Balance outstanding at year end ** As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 Remuneration Payable Ramakanta Pradhan 1.47 0.90 - - Srinibas Pradhan 3.79 0.94 - - Sitting fees payable Ayushi Sharma 0.81 1.13 - - Biranchi Narayan Hota 0.81 - - - Prithiwiraj Singdeo 0.81 - - - Salary Payable Durga Dutta Tripathy 0.58 1.58 - - Surbhi Agrawal 0.25 0.25 Unsecured borrowings payable Koushalya Pradhan 5 .77 5 .77 5 .77 5 .77 Srinibas Pradhan 3 70.67 4 27.52 - - Ramakanta Pradhan 83.00 - - - Investment Srinibas Pradhan Infra Private Limited - - 1 74.33 - Receivable from Srinibas Pradhan Infra Private Limited - - 2 37.99 - Maa Mohini Green Solution - 13.53 - - Srinibas Pradhan 0.75 0.17 - - Ramakanta Pradhan 0.75 - - - Srinibas Pradhan(Prop.)* - 32.69 3 2.69 - Advance against Investment in shares Srinibas Pradhan - - 1 36.20 - Advance to suppliers Maa Mohini Green Solution 17.50 13.99 - - Maa Mohini Transport 9.59 - - - Payable to Maa Mohini Transport 14.41 40.80 4 8.69 1.25 Maa Mohini Green Solution 7.51 0.47 6 4.89 15.14 Durga Dutta Tripathy - - 0 .29 - Yashwant Agrawal - - 0 .15 - Srinibas Pradhan 0.43 - 2 .32 - *TheproprietarybusinessofMr.SrinibasPradhanwastakenoverbyM/sSrinibasPradhanInfraPrivateLimited(“theCompany”)witheffectfrom11March2024.Pursuanttothis takeover, all assets and liabilities (including balances recoverable and payable) of the proprietary business were transferred to the Company. ThecivillicenseassociatedwiththeproprietarybusinesswasformallytransferredtotheCompanyon4June2025,followingthesubmissionofthetransferapplicationon15May2024. Accordingly, all contracts executed during the interim period were continued to be administered through the proprietary business of Mr. Srinibas Pradhan. Thetransactionspertainingtosuchcontractshavebeendisclosedintheserestatedfinancialstatementsasrelatedpartytransactions,incompliancewiththedisclosurerequirementsof Accounting Standard (AS) 18 – Related Party Disclosures, as notified under the Companies (Accounting Standards) Rules, 2021, read with Schedule III to the Companies Act, 2013. **AsatMarch31,2025,theoutstandingbalancesofrelatedpartiesincludebalanceswithSrinibasPradhanInfraPrivateLimited,whichisconsideredasubsidiaryoftheCompanyfrom April1,2024,forthepurposeofconsolidationinaccordancewithAccountingStandard(AS)21–ConsolidatedFinancialStatements.Consequently,thesebalanceshavebeenpresented as part of related party disclosures in the Restated Consolidated Financial Statements. ANNEXURE –X Statement of Dividends No Dividend Paid till Date ANNEXURE –XI Changes in the Significant Accounting Policies There have been no changes in the accounting policies of the company for the period covered under audit. ANNEXURE –XII Contingent Liabilities: As at As at As at As at Particulars 30th September, 2025 31st March, 2025 31st March, 2024 31st March, 2023 (a) Contingent liabilities Outstanding Bank guarantees 319.94 324.46 - - Claim received but not acknowledged by the Company - TDS & Income tax demand 0.19 - - - - GST demand 14.92 - - - (b) Estimated amount of contracts remaining to be executed on capital account and - - - - not provided for (net of advances) (c) The Company does not have any long-term commitments/contracts including derivative contracts for which there will be any material foreseeable losses. - - - - 277MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations together with our “Restated Consolidated Financial Statements” which have been included in this Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Consolidated Financial Statements for the period ended September 30, 2025 and for the Fiscal Years ended on March 31, 2025, 2024, and 2023 including the related notes and reports, included in this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Restated Consolidated Financial Statements have been derived from our audited financial statements for the respective years. Accordingly, the degree to which our Restated Consolidated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader’s level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India. Some of the information contained in this section, including information with respect to our strategies, contain forward- looking statements that involve risks and uncertainties. You should read the section titled “Forward- Looking Statements” beginning on page 32 of this Red Herring Prospectus for a discussion of the risks and uncertainties related to those statements and also the section titled “Risk Factors” and “Our Business” beginning on page 45 and 157 respectively, of this Red Herring Prospectus for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements. Unless otherwise stated, references to “the Company”, “our Company”, “we”, “us”, and “our” are to Srinibas Pradhan Constructions Limited. Our Fiscal Year ends on March 31 of each year. Accordingly, all references to a particular Fiscal Year are to the 12 months ended March 31 of that year. BUSINESS OVERVIEW The genesis of our construction business traces back to the year 2001 when Srinibas Pradhan, the Promoter of our Company, embarked on a journey in the construction industry by establishing his proprietorship firm under the name "M/s Srinibas Pradhan". Initially focused on small-scale construction services within the jurisdiction of Urban Local Bodies and the Block Development Department, the firm gradually expanded its operations and scope of work. The pivotal transition occurred in 2008 when M/s Srinibas Pradhan officially registered with the Works Department of the Government of Odisha. Subsequently, the proprietorship diversified its portfolio, successfully undertaking various small- scale civil projects encompassing roads, buildings, and bridges. Progressively advancing, the proprietorship extended its capabilities, participating in high-value tenders through e-procurement platforms for diverse entities, including Odisha State Government, State and Central PSUs, and corporate entities. From the period spanning 2011 to 2020, M/s Srinibas Pradhan significantly expanded its construction activities, delving into multi-storied buildings, steel structures, major district roads, bridges, factories, and residential quarters. Recognizing the need for operational refinement, Srinibas Pradhan Constructions Private Limited was established on September 25, 2020. Our Company was incorporated as Srinibas Pradhan Constructions Private Limited under the provisions of the Companies Act, 2013, pursuant to certificate of incorporation dated September 25, 2020 issued by the Central Registration Centre. Subsequently, our Company was converted into public limited company under the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-ordinary General Meeting held on December 27, 2023. Consequently, the name of our Company was changed to “Srinibas Pradhan Constructions Limited” and a fresh Certificate 278of Incorporation consequent upon conversion from a private limited company to a public limited company was issued to our Company by the Registrar of Companies, Cuttack on February 09, 2024. The registered office of our company is situated at Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217 We are in infrastructure development across various domains, with a primary focus on Roads and Highways, including Rural, Major District, and Urban roads. We utilize a range of materials such as Aggregate, Sand, Tar, and Cement to ensure durable and reliable construction. In addition to roads, we focus on construction of Bridges and Steel Structures, both for bridges and sheds. We actively engage in competitive bidding processes for diverse projects in Odisha, for Roads, Bridges, Irrigation & Canals, Civil, and Industrial construction. To centralize and consolidate our operations within a cohesive corporate framework, we established Srinibas Pradhan Infra Private Limited (SPIPL) in January 16, 2024. SPIPL assumed the operational responsibilities, assets, and liabilities previously managed by M/s Srinibas Pradhan (Proprietorship Firm) following the shareholders' approval at an Extraordinary General Meeting held on March 11, 2024. In 2024, the Promoters opted to transfer the entire business of M/s Srinibas Pradhan (Proprietorship Firm) to SPIPL due to the below mentioned reasons: 1. The Proprietorship Firm was primarily engaged with Public Sector Undertakings and Government contracts, having 23 years of experience in executing construction projects with over 15 years dedicated to government projects. To participate in government tenders, an entity must demonstrate prior experience and meet specific qualification criteria. Consequently, the government permits firms to convert into companies, stipulating the formation of a new entity rather than merging into an existing company. While this requirement is not explicitly stated in law, it is treated as a standard practice. 2. The Proprietorship Firm, M/s Srinibas Pradhan, held a class A of P.W.D. Contractors Registration Certificate that could not be transferred to our Company since our Company already possessed our own class B P.W.D. Contractors Registration Certificate. This situation necessitated the establishment of Srinibas Pradhan Infra Private Limited, which has now acquired the entire business of the proprietorship firm. 3. The proprietorship firm, with a PWD Contractor’s License, was eligible to bid for tenders requiring 10 to 15 years of contractor registration. To preserve this critical qualification and maintain eligibility for such tenders, our Promoters decided to transition the proprietorship firm into a newly incorporated company. While SPCL holds its own contractor’s license, our Promoters strategically established a private limited company which is now a wholly-owned subsidiary of our company. This approach enables us to leverage the wholly-owned subsidiary’s extensive experience, ensuring we maintain our competitive edge and continued eligibility for tenders in the infrastructure and construction sectors. As on the date of the Red Herring Prospectus, our Company owns 100% of the paidup share capital of Srinibas Pradhan Infra Private Limited making it a Wholly-Owned Subsidiary. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE STUB PERIOD ENDING SEPTEMBER 30, 2025 In the opinion of the Board of Directors of our Company, since the date of the last financial statements which is September 30, 2025 as disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially and adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months. KEY FACTORS AFFECTING THE RESULTS OF OPERATION We believe that the following factors have significantly affected our results of operations and financial condition during the periods under review, and may continue to affect our results of operations and financial condition in the future: 279Government Policies and Macroeconomic Environment on the Civil Infrastructure Sector Our business relies heavily on infrastructural development projects such as roads, flyovers, bridges, and irrigation systems in Odisha, primarily awarded or funded by central and state governments or corporate entities. We anticipate that a significant portion of our revenue will continue to come from these sectors. This revenue depends largely on government budget allocations, public bodies' participation, and comprehensive infrastructure policies that encourage private sector involvement. Sustained increases in budget allocations and public-private collaboration are expected to drive the launch of numerous infrastructure projects across India. Additionally, macroeconomic factors affecting the road and highway sectors will significantly impact our business prospects and operational results. Economic growth in manufacturing, services, and logistics will increase the demand for better transportation infrastructure, necessitating the construction, upgrading, and maintenance of highways. However, changes in government policies or administration could affect our business. Bidding and Execution Capabilities Infrastructure projects in India are awarded through competitive bidding. This involves pre-qualification based on technical and financial strengths and an evaluation of past contract performance. Our ability to form strategic partnerships also influences pre-qualification and project awards. Our project management capabilities, including efficient resource sourcing, communication between site and head offices, and project planning and monitoring, are critical to our success. Funding Availability and Cost Management Our projects are largely funded by our internal accruals, and any increase in cost of materials could adversely affect our financial condition. Significant working capital is required to finance materials, equipment hire, and project work before receiving client payments. Maintaining stable operations and finances are crucial for our profitability and financial health. Order Book Execution and Expansion Our Order Book was calculated based on ongoing project values minus completed work, indicates our future revenue potential but does not account for work scope changes or escalation. This calculation method may differ from that of our competitors and does not guarantee future earnings. Our Order Book reflects medium to large contracts, and project schedules can vary due to factors beyond our control, such as land availability and work commencement delays. These factors can impact our revenue and financial performance. Order cancellations or payment delays can affect our cash flow, working capital, and may impact operations as well. Capability to Handle Larger Projects To bid for high-value projects, we must meet pre-qualification criteria, including technical capability, quality criteria, safety record, financial strength, and relevant experience. Pre-qualification is critical, along with price competitiveness. Strategic partnerships & finance enhance our chances of securing large projects. Operational Uncertainties Various operational uncertainties, such as skilled manpower availability, material availability, and timely delivery, can impact our operations. Delays can lead to increased costs, delayed payments, penalties, or contract termination. Fixed-price contracts pose financial risks if actual expenditures exceed bid assumptions due to project changes. Cost escalation provisions and price escalation clauses in contracts aim to mitigate these risks. Geographic, Seasonal, and Weather Factors Project location, weather conditions, and seasonal factors like heavy rains, landslides, and floods can affect our activities and resource utilization. Adverse weather can delay operations, increase costs, and impact productivity. Transporting manpower and machinery to project sites is also crucial for timely project completion. 280Competition in the Industry The Indian Road construction industry is highly competitive, with project type, contract value, margins, complexity, location, and revenue risks influencing competition. Key competitive factors include service quality, technical ability, performance record, experience, safety records, and skilled personnel availability. However, price often determines tender awards and final contracts. Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner The failure to obtain necessary approvals, licenses, registrations, and permits in a timely manner can significantly impact operations. Delays in regulatory compliance may lead to operational stoppages, legal penalties, and missed business opportunities, affecting overall financial performance and growth prospects. Man-made or natural uncertainties or pandemic Incidents such as strikes, geopolitical conflicts, or other disruptions caused by human actions can adversely affect operations. These events can disrupt supply chains, impact employee productivity, and lead to increased operational costs. Natural disasters (e.g., earthquakes, floods) and global health crises (e.g., pandemics) can cause significant disruptions to business operations. These events may lead to project delays, supply chain interruptions, and reduced work orders, all of which can negatively impact financial results. OUR SIGNIFICANT ACCOUNTING POLICIES The Restated Consolidated Financial Statements for the period ended September 30, 2025 and for the Financial Year 2024- 25 has been prepared considering the financial statements of Wholly Owned Subsidiary company Srinibas Pradhan Infra Private Limited (Subsidiary since May 09, 2024) and the figures pertaining to Financial Years 2023-24 have been prepared considering the financial statement of Associate company Srinibas Pradhan Infra Private Limited (Associate since March 31, 2024) and 2022-23 have been prepared on standalone basis as there were no subsidiaries or associated enterprises during respective financial years. For Significant accounting policies please refer Significant Accounting Policies and Notes to accounts, Annexure-IV and V beginning under Chapter titled “Restated Consolidated Financial Statements” beginning on page 249 of this Red Herring Prospectus. KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES EBITDA, EBITDA Margin, Gross Margin, Return on Assets, Return on Capital Employed and Return on Equity (together, “Non-GAAP Measures”), presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. 281EBITDA and EBITDA Margin EBITDA is defined as our profit/loss before tax, finance Charges, depreciation and amortization. Profit/loss before tax margin is defined as profit/loss before tax divided by revenue from operations. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations. The following table reconciles our profit/loss before tax (an AS financial measure) to EBITDA for the years indicated: (Amount in Rs. Lakhs) Particulars Sep 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23 Net Profit as Restated 410.87 658.62 354.89 148.17 Add: Depreciation 114.19 269.84 56.80 13.16 Add: Interest on Loan 97.67 154.39 24.22 4.13 Add: Income Tax/Deferred Tax 145.43 221.85 121.80 49.76 Add: Exceptional item - - - - Other income (4.26) (4.11) (0.11) (0.13) EBITDA 763.89 1,300.58 557.60 215.09 EBITDA Margin (%) 16.76% 14.50% 15.81% 8.16% For more details of Key Performance Indicators of the Company for the period ended September 30, 2025 and for financial years ending March 31, 2025, March 31, 2024 and March 31, 2023, please refer chapter titled “Basis for Offer Price” beginning on page no. 127 of this Red Herring Prospectus. PRESENTATION OF FINANCIAL INFORMATION These Restated Consolidated Financial Information have been compiled by the management from the Restated Standalone Audited financial statements of the Company as at September 30, 2025 and for the years ended, March 31, 2025, March 31, 2024 and March 31, 2023 are prepared in accordance with the accounting standards notified under the Section 133 of the Act (“Indian GAAP”) and other accounting principles generally accepted in India which have been restated in accordance with the SEBI (ICDR) Regulations by M/s Kapish Jain & Associates, Chartered Accountants, Delhi i.e. Peer Review Auditor of the Company. The policies have been consistently applied by our Company in preparation of the Restated Consolidated Financial Statements and are consistent with those adopted in the preparation of financial statements for the period ended Sept 30, 2025 and for the year ended March 31, 2025. The Restated Consolidated Financial Statements have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations: Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these years and of material errors, if any; Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, retrospectively for the period ended September 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, in order to bring them in line with the groupings as per the Restated Consolidated Financial Statements of for the year ended March 31, 2025 and the requirements of the SEBI ICDR Regulations, if any; and The resultant impact of tax due to the aforesaid adjustments, if any. PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS Set forth below are the principal components of statement of profit and loss from our continuing operations: 282Total Income Our total income comprises of (i) revenue from operations and (ii) other income. Revenue from Operations Revenue from operations comprise revenue from the following: (i) Construction work and (ii) Annual maintenance and operation (iii) Rental income from machinery. Other Income Other income includes (i) Interest on fixed deposits, (ii) Interest on income tax refund (iii) Interest on advances Construction and Operating Expenses Construction and Operating Expenses includes Cost of material consumed and Operating expenses. Cost of Materials Consumed includes Purchases during the year and change in stock of raw materials. Operating expenses include machine hire charges, site expenses, fuel expenses, construction works, labour charges, repairs & maintenance of machinery, and transportation charges. Change in Inventories Change in Inventories comprises of difference in opening and closing work in progress and consolidated adjustments. Employee benefits expense Employee benefits expenses primarily include Salaries, Wages & Bonus, Gratuity expenses, Contribution to Provident & Other Funds and Staff Welfare. Finance Charges Finance charges include bank interest expense incurred in relation to term loans, statutory dues and others. Depreciation and Amortization expense Depreciation includes depreciation on our Property, Plant & Equipments, Computer & Other Accessories, Plant & Machinery, and Vehicles. Other Expenses Other expense mainly includes Travelling & Conveyance & TA/DA, Bank Charges, Business Promotion, Office Expenses, Preliminary Expenses W/off, Professional and consultancy fees, Insurance Charges, Rate & Taxes, Misc. Expenses, Website Expenses, License Fees & Taxes, Auditor's remuneration, and Balance written off. RESULTS OF OUR OPERATION The following table sets forth detailed total income data from our Restated Consolidated Statement of profit and loss for the period ended on September 30, 2025 and March 31, of the Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of total Income for such period. 283(Amount in Rs. Lakhs) Sep 30, 2025 FY 2024-25 FY 2023-24 FY 2022-23 % of % of % of % of Particulars Amount Total Amount Total Amount Total Amount Total Income Income Income Income Revenue from Operations 4,558.70 99.91 8,968.47 99.95 3526.94 100.00 2634.88 100.00 Other Income 4.26 0.09 4.11 0.05 0.11 0.00 0.13 0.00 Total Income 4,562.96 100.00 8972.58 100.00 3527.05 100.00 2635.01 100.00 Construction and Operating 3,205.92 70.26 7107.38 79.21 3003.39 85.15 2367.19 89.84 Expenses Change in Inventories 329.39 7.22 136.99 1.53 (351.7) (9.97) (76.43) (2.90) Employee Benefit Expenses 193.79 4.25 313.74 3.50 240.95 6.83 109.64 4.16 Financial Charges 97.67 2.14 154.39 1.72 24.22 0.69 4.13 0.16 Depreciation and 114.19 2.50 269.84 3.01 56.80 1.61 13.16 0.50 amortization expense Other Expenses 65.70 1.44 109.77 1.22 78.61 2.23 19.39 0.74 Total Expenses 4,006.66 87.81 8092.11 90.19 3052.27 86.54 2437.08 92.49 EBIDTA 763.89 16.74 1300.58 14.50 557.60 15.81 215.09 8.16 Share in Proft/ (Loss) of - - 0.00 0.00 1.91 0.05 0.00 0.00 associates Profit before Tax 556.30 12.19 880.47 9.81 476.69 13.52 197.93 7.51 Total Tax Expenses 145.43 3.19 221.85 2.47 121.80 3.45 49.76 1.89 Profit after Tax as Restated 410.87 9.00 658.62 7.34 354.89 10.06 148.17 5.62 REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED 30th SEPTEMBER 2025 TOTAL INCOME: Revenue from operations The revenue from the operations of our company for the period ended September 30, 2025 was Rs. 4,558.70 lakhs which included revenue from construction works is Rs. 4,375.27 lakhs, Rs. 122.76 lakhs from Annual Maintenance and other operations and Rs. 60.67 lakhs from rental income from machinery. Other Income: Other income of the company was Rs.4.26 lakhs constituting negligible portion of Total Income for the stub period ended on September 30, 2025. Other Income includes Interest on Fixed Deposit of Rs. 3.13 lakhs and interest on advances of Rs. 1.13 lakhs. EXPENDITURE Construction and Operating Expenses Our Construction and Operating Expenses were Rs. 3,205.92 lakhs representing 70.26% of total income which include Cost of Materials consumed of Rs. 1,873.81 lakhs representing 41.07% of total income and Operating expenses of Rs. 1,332.11 lakhs representing 29.19% of total income. Change in Inventory Change in Inventory amounting Rs.329.39 lakhs consists of difference of closing work in progress stock amounting to Rs. 400.61 lakhs and opening work in progress amounting to Rs. 730.00 lakhs representing 7.22% of total income. 284Employee Benefit Expenses Employee Benefit expenses were Rs. 193.79 lakhs representing 4.25% of Total Income for the period ended September 30, 2025. The major constituent was Salaries, Wages & Bonus amounting to Rs. 138.76 lakhs. Finance Charges Finance expense was Rs. 97.67 lakhs representing 2.14% of Total Income for the period ended September 30, 2025. Finance Charges include bank interest on statutory dues amounting to Rs. 23.82 lakhs, interest on term loans amounting to Rs. 69.02 lakhs and Loan processing and documentation fees amounting to Rs. 4.83 lakhs. Depreciation and Amortization The Depreciation and amortization expense were Rs. 114.19 lakh representing 2.50% of Total Income for the period ended September 30, 2025. Other Expenses Other Expenses were Rs. 65.70 lakhs representing 1.44% of Total Income for the period ended September 30, 2025. Other expense mainly includes Travelling & Conveyance & TA/DA, bank charges, Business Promotion, testing charges, electricity, office expenses, professional and consultancy fees, insurance charges, printing & stationary, rate & taxes, misc. expenses, website expenses, license fees & taxes, auditor's remuneration and balance written off. Profit before Tax The Profit before Tax for the period ended March 31, 2025, was 880.47 lakhs, representing 9.81% of the total income. The Profit before Tax was Rs. 556.30 lakhs for the period ended September 30, 2025 representing 12.19% of the Total income. Profit after Tax (PAT) Our company recorded profit after tax was Rs. 410.87 lakhs for the period ended September 30, 2025. Profit after tax was 9.00% of Total Income after deducting the tax expenses of Rs. 145.43 lakhs for the period ended on September 30, 2025 which has increased as compared to 7.34% of total income in FY 2024-25 due to lower % of Cost of Goods sold to total income in September 30, 2025. REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED 31st MARCH 2025 TOTAL INCOME: Revenue from operations Our company is engaged in the business of infrastructure development and civil construction for projects like construction of roads, bridges, buildings etc. The Total Revenue from operations for the period ended on March 31, 2025, was Rs. 8,968.47 Lakhs. Which has increasing trend, as compared to previous years. The increase was attributed to new contracts every year and the consolidation of wholly owned subsidiary. The growth in the Revenue from Operations is as per restated consolidated financial statements: (Amount in Rs. Lakhs) Particulars FY 2024-25 FY 2023-24 FY 2022-23 Revenue from Operations 8,968.47 3,526.94 2634.88 Growth (%) 154.28% 33.86% - The Company’s revenue has shown a significant upward trend over the past three financial years, reflecting effective operational strategies and improved market positioning. 285The increase in revenue from operation for the FY 2024-25 is primarily attributable to a change in the basis of financial reporting. While FY 2023-24 Revenue from Operations of Rs. 3,526.94 lakhs were presented on a standalone basis (reflecting the performance of the parent company alone), revenue from operations in FY 2024-25 of Rs. 8,968.47 Lakhs has been reported on a consolidated financial basis, which includes the revenue from operations of the company along with its wholly owned subsidiary. As a result, the consolidated revenue from operations reflects a broader scope of operations, leading to an increased revenue figure. Other Income: Other income of the company was Rs.4.11 lakhs constituting negligible portion of Total Income for the FY 2024-25. Other Income includes Interest on Fixed Deposit and interest on advances. EXPENDITURE Construction and Operating Expenses Our Construction and Operating Expenses were Rs. 7,107.38 lakhs which include Cost of Materials consumed and Operating expenses. Our Cost of Materials consumed were Rs. 3,525.34 lakhs representing 39.29% of Total Income for the period ended March 31, 2025. Cost of raw materials consumed includes consumption of raw materials such as aggregate, cement, steel, pipes, valves, sand, ready-mix, other hardware items including impact of change in raw material stock. Operating expenses of Rs. 3,582.04 lakhs include machine hire charges, site expenses, fuel expenses, construction works, labour charges, repair & maintenance of machinery and transportation charges. In which machine hire expense, fuel expenses and construction works being major component amounts to Rs. 553.22, Rs. 864.86 lakhs and 1,570.36 lakhs respectively. Change in Inventory Change in inventory consists of difference of closing work in progress stock of Rs. 730.00 lakhs and opening work in progress of Rs. 454.99 lakhs and consolidated adjustment of Rs. 412.00 lakhs. Employee Benefit Expenses Employee Benefit expenses were Rs. 313.74 lakhs representing 3.51% of Total Income for the period ended March 31, 2025. Employee Benefit Expenses includes Salaries, Wages & Bonus, gratuity expenses, contribution to provident fund & other funds and staff welfare expenses, Finance Charges Finance expense was Rs. 154.39 lakhs representing 1.72% of Total Income for the period ended March 31, 2025. Finance Charges include bank interest on others, statutory dues and term loans. Depreciation and Amortization The Depreciation and amortization expense were Rs. 269.84 lakh representing 3.01% of Total Income for the period ended March 31, 2025. Depreciation mainly includes depreciation on our Furniture & Fittings, Computers & Other Accessories, Plant & Machinery and Vehicles. Other Expenses Other Expenses were Rs. 109.77 lakhs representing 1.22% of Total Income for the period ended March 31, 2025. Other expense mainly includes Travelling & Conveyance & TA/DA, bank charges, Business Promotion, testing charges, 286electricity, office expenses, professional and consultancy fees, insurance charges, printing & stationary, rate & taxes, misc. expenses, website expenses, license fees & taxes, auditor's remuneration and balance written off. Profit before Tax The Profit before Tax for the period ended March 31, 2025, was 9.81% of the total income. The Profit before Tax was Rs. 880.47 lakhs for the period ended March 31, 2025. Profit after Tax (PAT) Our company recorded profit after tax was Rs. 658.62 lakhs for the period ended March 31, 2025. Profit after tax was 7.34% of Total Income after deducting the tax expenses of Rs. 221.85 lakhs for the period ended on March 31, 2025. COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2025 WITH FINANCIAL YEAR ENDED MARCH 31, 2024 BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS TOTAL INCOME Our Total Income increased to 8,972.58 lakhs in Financial Year 2024-25 from 3,527.05 lakhs in Financial Year 2023-24, primarily due to an increase in our Revenue from Operations as mentioned below: Revenue from operations In FY 2024-25, our Company recorded revenue from operations of Rs. 8,968.47 lakhs, compared to Rs. 3,526.94 lakhs in FY 2023-24. This represents an increase of approximately 154.28% compared to the previous financial year. This increase is on account of consolidation in FY 2024-25. Revenue from Operations in FY 2024-25 is addition of revenue from operation of the company along with wholly owned subsidiary. The revenue from the company on standalone basis increased to Rs. 3,828.28 lakhs in FY 2024-25 from Rs. 3,526.94 lakhs in FY 2023-24 showing a growth of 8.54%. Further, in FY 2024-25, our Company actively participated in tender processes to secure more construction related projects which aimed to broaden its market presence and enhance operational capacity. Apart from these, company has the contract which it achieves on sub-contract basis. The details of the projects for which the company directly bid in the FY 2024-25, 2023-24 and 2022-23 are as follows: FY 2024-25 FY 2023-24 FY 2022-23 % of % of % of S. No. Particulars Revenue Revenue Revenue Amount Amount Amount from from from Operations Operations Operations 1. Direct contracts 4,875.63 54.36 1313.37 37.24 773.73 29.36 2. Sub- contracts 4,092.84 45.64 2213.57 62.76 1861.15 70.64 TOTAL 8,968.47 100.00 3,526.94 100.00 2,634.88 100.00 Other Income Other income of the company is increased to 4.11 lakhs in Financial Year 2024-25 from 0.11 lakhs in Financial Year 2023- 24. Interest on Fixed Deposit and Interest on advances is the main constituents of the Other Income for the year Financial Year 2024-25. This increase is on account of increase in interest on fixed deposits by Rs. 2.04 lakhs and interest on advances of Rs. 1.96 lakhs in the Financial Year 2024-25 as compared to previous financial year. The increase in interest from fixed deposits is due to the consolidation effect. 287(Amount in Rs. Lakhs) Particulars 2024-25 2023-24 Interest on fixed deposits 2.15 0.11 Interest on advances 1.96 - Total 4.11 0.11 EXPENDITURE Our total expenditure increased to Rs. 8,092.11 Lakhs for the FY 2024-25 from Rs. 3,052.27 Lakhs for the FY 2023-24. Our total expense was 90.19% of total income in FY 2024-25 and 86.54% of total income in FY 2023-24, which is an increase of 3.65% on total income. The reasons for change are mentioned below: Construction and Operating Expenses Our Construction and Operating Expenses increased by Rs. 4,103.99 lakhs amounting to Rs. 7,107.38 Lakhs in FY 2024- 25 from Rs. 3,003.39 Lakhs in FY 2023-24 representing an increase of 136.65%. The increase in the Construction and Operating Expenses is attributable to the rise in revenue from operations during the year. Additionally, the company had higher levels of operating activities on a consolidated basis compared to the standalone operations in the previous year. Cost of materials consumed includes consumption of material consumed and operating expenses. Cost of material consumed increased in FY 2024-25 on account of increase in purchases during the year to Rs. 3,632.24 lakhs from Rs. 1,661.56 lakhs FY 2023-24 and after deducting stock in transit of Rs. 106.90 lakhs in FY 2024-25. Operating expenses increased to Rs. 3,582.05 lakhs in FY 2024-25 to Rs. 1,341.83 lakhs in FY 2023-24. All operating expenses increased on account of increase in Operating activities on consolidated level. However, Construction and Operating Expenses consumed decreased as a percentage of total income to 79.21 % in FY 2024-25 from 85.15% in FY 2023-24 i.e., decrease of 5.94% as a result of better negotiations with vendors and sub-contractors and getting better deals compared to previous year. Construction works, fuel expenses, and machine hire expenses are major constituents of operating expenses amounting to Rs. 1,570.36 lakhs, 864.86 lakhs, and 553.22 lakhs respectively in FY 2024-25 as compared to Rs. 340.83 lakhs, 331.24 lakhs and 410.68 lakhs respectively in FY 2023-24. (Amount in Rs. Lakhs) % to Revenue % to Revenue Particulars FY 2024-25 from FY 2023-24 from Operations Operations Machine Hire charges 553.22 6.17% 410.68 11.64% Site expenses 159.45 1.78% 39.96 1.13% Fuel expenses 864.86 9.64% 331.24 9.39% Construction works 1,570.36 17.50% 340.83 9.66% Labour charges 245.88 2.74% 172.66 4.90% Repairs & Maintenance of Machinery 42.00 0.47% 40.42 1.15% Transportation charges 146.27 1.63% 6.04 0.17% Total 3,582.05 39.94% 1,341.83 38.05% In FY 2024-25, The construction cost increased as a % to Total Income compared to previous year, while other operating expenses were reduced as a % to Total Income. This shift is attributable to the company sub-contracting its contracts for various services, including certain expenses that were previously incurred directly by the company. As a result, construction cost increased, whereas other operating expenses reduced as a % of Total Income. 288Change in Inventory The change in inventory for FY 2024-25 was Rs. 136.99 Lakhs as against Rs. (351.70) lakhs for the FY 2023-24 showing an increase of Rs. 488.69 lakhs, mainly on account of lower closing work in progress in FY 2024-25 as compared to previous year with respect to total income. This increase is primarily attributable to faster execution and billing of projects/contracts during the year in line with the increase in Total Income and there was lack of availability of funds and due to which company was able to hold a short amount of inventory only. Employee Benefit Expenses Employee Benefit expenses increased to Rs. 314.94 lakhs for FY 2024-25 from Rs. 240.95 Lakhs for FY 2023-24 showing an increase Rs. 73.99 lakhs as compared to FY 2023-24 representing an increase of 30.71%. The increase in employee benefit expenses is primarily due to salary expenses of employees and workers on-site of wholly owned subsidiary and increase in operations. The total number of employees in the company on consolidated basis are 255 in FY 2024-25 which were 149 and 163 in FY 2023-24 and FY 2022-23 respectively. Salaries, Wages and Bonus, Gratuity expenses, contribution to provident & other funds and staff welfare expenses increased to Rs. 211.09 Lakhs, Rs. 4.37 lakhs, 36.69 lakhs and 61.59 lakhs in FY 2024-25 from Rs. 174.87 Lakhs, 3.15 lakhs, 24.81 lakhs and 38.12 lakhs in FY 2023-24 respectively. Financial charges Financial charges were increased to Rs.154.39 Lakhs in FY 2024-25 from Rs. 24.22 lakhs in FY 2023-24. In FY 2024-25, financial charges increased on account of financial charges of wholly owned subsidiary which has total borrowing of 1,572.26 lakhs. Depreciation The Depreciation and amortization expense for FY 2024-25 was Rs. 269.84 Lakhs as against Rs. 56.80 lakhs for FY 2023- 24 showing an increase of Rs. 213.04 Lakhs, mainly on account of increased depreciation of fixed assets owned by the wholly owned subsidiary. Other Expenses Other Expenses increased to Rs. 109.77 Lakhs for FY 2024-25 from Rs. 78.61 Lakhs for FY 2023- 24 showing an increase of Rs. 31.16 lakhs. However, other expenditure decreased as a % to total income from 2.23% of total income in FY 2023- 24 to 1.21% of total income in FY 2024-25. Profit before Tax As a result, we recorded an increase of Rs. 403.78 lakhs in our profit before tax, which was Rs. 880.47 Lakhs in FY 2024- 25, as compared to Rs. 476.69 Lakhs in FY 2023-24. The increase in profit before tax was primarily due to growth in revenue from operations. It also represents 9.81% of total income in FY 2024-25 as compared to 13.52% in FY 2023-24. This decrease in % of total income is attributed to increase in Change in Inventories as a percentage of total income, as compared to previous financial year. Profit after Tax Our profit for the period, increased by Rs. 303.74 lakhs to Rs. 658.62 lakhs in FY 2024-25 from Rs. 354.89 lakhs in Fiscal 2024. In FY 2024-25, our Company’s PAT Margin decreased to 7.34% from 10.06% in FY 2023-24. Key factors contributing to decreased PAT Margin are detailed below: 289During the year, the Company acquired the entire stake of its subsidiary, making it a wholly owned subsidiary. As a result, the financial statements were prepared on a consolidated basis. While the absolute profit after tax increased, the PAT margin showed a decline primarily due to the impact of consolidation, which included the subsidiary’s operating costs and tax expenses. Construction works is the major part of company’s operating cost which increased substantially in FY 2024- 25 as compared to FY 2023-24. As detailed in the below table, the percentage of construction works as a share of turnover increased from 9.66% to 17.51%, indicating increased level of operations and inflation impact. Additionally, change in inventories has increased in FY 2024- 25 to Rs. 136.99 lakhs from Rs. (351.70) lakhs which decreased the Profit after tax in FY 2024-25 as compared to FY 2023-24. (Amount in Rs. Lakhs) Particulars 2024-25 2023-24 2022-23 Turnover (A) 8,968.47 3,526.94 2,634.88 Construction Works (B) 1,570.36 340.83 719.61 % of Turnover (B/A) 17.51% 9.66% 27.31% Construction and Operating Expenses (C) 7,107.38 3,003.39 2,367.19 Change in Inventory (D) 136.99 (351.70) (76.43) Total Cost of Goods Sold (C+D) (E) 7,244.37 2,651.69 2,290.76 % of Turnover (E/A) 80.78% 75.18% 86.94% Note: Construction Works includes activities such as sub-letting or outsourcing various construction tasks, including demolition, transportation of building materials, excavation, and on-site rock crushing. Cost of Goods Sold includes Construction and Operating Expenses and change in inventories. COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED MARCH 31, 2023 BASED ON RESTATED FINANCIAL STATEMENTS TOTAL INCOME Our Total Income increased to 3,527.05 lakhs in Financial Year 2023-24 from 2,635.01 lakhs in Financial Year 2022-23, primarily due to an increase in our Revenue from Operations as discussed below: Revenue from operations In FY 2023-24, our Company recorded revenue from operations of Rs. 3526.94 lakhs, a growth of 1.34 times compared to Rs. 2634.88 lakhs in FY 2022-23. This represents an increase of approximately 33.86% compared to the previous financial year. Further, in FY 2022-23, our Company actively participated in tender processes to secure more construction related projects which aimed to broaden its market presence and enhance operational capacity. During FY 2023-24, our Company added eleven (11) new customers, which helped strengthen our portfolio. This growth complements our focus on providing quality services and maintaining customer satisfaction for our existing clients. Below is the revenue generated from repeat customers: (Amount in Rs. Lakhs) Particulars 2023-24 Revenue from Operations (A) 3,526.94 Revenue from Repeat Customers (B) 2749.29 % Revenue from Repeat Customers (B/A) 77.95 77.95% of the revenue came from repeat customers, reflecting our commitment to quality service and customer 290satisfaction. This suggests that we have met client expectations, leading to ongoing partnerships and new orders, while also bringing in new clients. Other Income Other income of the company is decreased by 15.38% to 0.11 lakhs in FY 2023-24 from 0.13 lakhs in Financial Year 2022- 23. There was Interest on income tax refund of Rs. 0.13 lakhs in FY 2022-23 and Interest on Fixed Deposit of Rs. 0.11 lakhs in FY 2023-24. There was a marginal decrease in interest income during the Financial Year 2023-24 as compared to previous financial year. (Amount in Rs. Lakhs) Particulars 2023-24 2022-23 Other Income 0.11 0.13 Growth (%) (15.38) % - EXPENDITURE Our total expenses increased to Rs. 3,052.27 Lakhs for the FY 2023-24 from Rs. 2,437.08 Lakhs for the FY 2022- 23. Our total expense was 86.54% of total income in FY 2023-24 and 92.49% of total income in FY 2022-23, which is a decrease of Rs. 615.19 lakh. The reasons for change are mentioned below: Construction and Operating Expenses Our Construction and Operating Expenses increased by Rs. 636.20 lakhs amounting to Rs. 3,003.39 Lakhs in FY 2023-24 from Rs. 2,367.19 Lakhs in FY 2022-23 representing an increase of 26.88%. Increase in Construction and Operating Expenses is attributable to increase in revenue from operation during the year. Construction and Operating Expenses decreased as a percentage of total income to 85.15 % in FY 2023-24 from 89.84 % in FY 2022-23. Construction and Operating Expenses includes consumption of raw materials such aggregate, cement, steel, pipes, valves, sand, ready-mix, other hardware items, and change in raw material inventories and operating expenses such as Machine Hire Charges, Site expenses, Fuel expenses, Construction Work, Labour Charges, Repairs & Maintenance of Machinery and Transportation charges. There is major decrease in the Construction work as a result of better negotiations with vendors and better efficiency in operations resulting the decline of Cost of Material and services as a % of Total Income. Employee Benefit Expenses Employee Benefit expenses increased to Rs. 240.95 Lakhs for FY 2023-24 from Rs. 109.64 Lakhs for FY 2022-23 showing an increase Rs. 131.31 lakhs as compared to FY 2022-23 representing an increase of 119.76%. The increase in employee benefit expenses is primarily due to annual increment in salaries of employees and increase in managerial remuneration. Salaries and wages component increased to Rs. 174.87 Lakhs in FY 2023-24 from Rs. 79.83 Lakhs in FY 2022-23 respectively. Financial Charges Financials charges were increased to Rs.24.22 Lakhs in FY 2023-24 as compared to Rs. 4.13 lakhs in FY 2022-23 because of borrowings availed in the company. Borrowing facility was availed for the first time in 2023-24 since incorporation. Depreciation and amortization expense The Depreciation and amortization expense for FY 2023-24 was Rs. 56.80 Lakhs as against Rs.13.16 Lakhs for FY 2022- 23 showing an increase of Rs. 43.64 Lakhs, mainly on account of huge acquisition and deployment in plant and equipment amounting to Rs. 275.46 Lakhs to support the operational activities of the business during the FY 2023-24 291Other Expenses Other Expenses increased to Rs. 78.61 Lakhs for FY 2023-24 from Rs. 19.39 Lakhs for FY 2022- 23 showing an increase of Rs. 59.22 lakhs. Other expenses increased due to increased activities of Business Promotion, License Fees & Taxes, Auditor's remuneration, Professional and consultancy Fees, and Rates & Taxes due to increase in Operations which required more promotions and consultancies. Profit before Tax As a result, we recorded an increase of Rs. 278.76 lakhs in our profit before tax, which was Rs. 476.79 Lakhs in FY 2023- 24, as compared to Rs. 197.93 Lakhs in FY 2022-23. The Profit before Tax for the FY 2023-24 was 13.52% of the total income and it was 7.51% of total income for the FY 2022-23. The increase in profit before tax was primarily due to increase in revenue from operations and decrease in Construction and Operating Expenses and Change in Inventories as a percentage of total income due to better negotiation skills, as compared to previous financial year. Profit after Tax Our profit for the period, increased by 206.72 lakhs i.e. 139.52% to Rs. 354.89 lakhs in Fiscal 2024 from Rs. 148.17 lakhs in Fiscal 2023. In FY 2023-24, our Company’s PAT Margin increased to 10.06% compared with 5.62% in FY 2022-23. Key factors contributing to increased PAT Margin are detailed below: Our Company generated more funds through internal accruals, which reduced dependency on external financing and improved cash flow management and efficiency to undertake more operations. Strategic investments in plant and equipments have enhanced operational efficiency that allowed our Company to execute projects more effectively and reduce construction costs, resulting in greater overall profit. These improvements played a crucial role in lowering construction works costs and streamlining workflows, ultimately boosting overall profitability. Below are the details of the plant and equipments purchased in FY 2023-24: S. No. Name of Machinery Date of Purchase Put to Use 1. Ashphalt Mixing Plant 29/05/2023 30/06/2023 2. Backhoe Loader 31/05/2023 05/06/2023 3. Rock Breaker 31/05/2023 05/06/2023 As detailed in the below table, the percentage of construction works as a share of turnover fell from 27.31% to 9.66%, indicating improved project efficiency and achieve economies of scale. Additionally, the Construction and Operating Expenses as a percentage of turnover decreased from 89.84% to 85.15%, reflecting better cost management practices. Particulars 2023-24 2022-23 Turnover (A) 3526.94 2634.88 Construction Works (B) 340.83 719.61 % of Turnover (B/A) 9.66% 27.31% Construction and Operating Expenses (C) 3003.39 2367.19 % of Turnover (C/A) 85.15% 89.84% 292Note: Construction Works includes activities such as sub-letting or outsourcing various construction tasks, including demolition, transportation of building materials, excavation, and on-site rock crushing. Construction and Operating Expenses includes expenses related to materials like aggregates, sand, and tar, as well as operating expenses associated with Construction Work. RELEVANT BALANCE SHEET ITEMS The following table sets forth detailed Relevant balance sheet data from our Restated Consolidated Statement of Assets and Liabilities as at period ended on September 30, 2025 and Financial Years ending 31st March 2025, 2024 and 2023. (₹ in Lakhs) Particulars Period ended on FY 2024-25 FY 2023-24 FY 2022-23 September 30, 2025 Long-Term Borrowings 135.03 402.41 134.63 5.77 Short-Term Borrowings 1,581.58 1,323.08 52.96 - Trade Payables 1,307.78 1,701.22 761.13 259.33 Inventories 676.51 836.90 454.99 103.29 Trade Receivables 3,065.39 3,001.95 653.77 387.92 The Company’s financial position has evolved in line with the scale and execution of ongoing infrastructure projects. The key balance sheet components as of September 30, 2025 and March 31, 2025, 2024, and 2023 demonstrate significant growth in operating activities and financial mobilisation. • Long-Term Borrowings increased to ₹402.41 lakhs in FY 2024–25 from ₹134.63 lakhs in FY 2023–24 and ₹5.77 lakhs in FY 2022–23. The increase is primarily attributable to term loans availed for capital expenditure and to strengthen project execution capabilities. A portion of this increase also reflects borrowings at the subsidiary level to meet its project-specific requirements. Further, the long-term borrowings decreased to ₹135.03 lakhs in September 30, 2025 primarily due to the reclassification of certain outstanding loan amounts to current maturities, as many loans of the subsidiary company had left a short remaining tenure. • Short-Term Borrowings rose significantly to ₹1,323.08 lakhs in FY 2024–25 as compared to ₹52.96 lakhs in FY 2023–24. The increase was driven by higher working capital requirements arising from the expansion in project scale and a billing cycle concentrated towards the latter part of the financial year. The subsidiary also contributed to this increase by availing short-term credit facilities to support its growing operational needs. Further, the short-term borrowings increased to ₹ 1,581.58 lakhs in September 30, 2025 due to reclassification of certain loans from long term borrowings and increased CC Limit utilization to support its operational needs. • Trade Payables stood at ₹1,701.22 lakhs in FY 2024–25, up from ₹761.13 lakhs in FY 2023–24 and ₹259.33 lakhs in FY 2022–23. This upward trend is consistent with higher procurement of construction materials, subcontracting services, and project mobilization efforts. Trade payables decreased to ₹1,307.78 lakhs as at September 30, 2025, primarily due to lower purchases of raw materials. Inventories increased to ₹836.90 lakhs in FY 2024–25 as compared to ₹454.99 lakhs in FY 2023–24 and ₹103.29 lakhs in FY 2022–23, reflecting higher levels of work-in-progress to support timely project execution. Inventory levels decreased to ₹676.51 lakhs due to lower stock holding, driven by slower revenue from operations during the first half of the year as mentioned in the chapter titled “Objects of the Offer” on page no. 111. • Trade Receivables witnessed a sharp increase to ₹3,001.95 lakhs in FY 2024–25 from ₹653.77 lakhs in FY 2023– 24 and ₹387.92 lakhs in FY 2022–23. This was largely due to higher billing in the fourth quarter, particularly in March 2025, which contributed 32.87% of total annual revenue on standalone basis. The back-ended billing cycle 293also resulted in increased unbilled revenue, contributing to the rise in receivables. Further, the trade receivables in September 30, 2025 on similar levels as FY 2024-25 amounting to ₹ 3,065.39 lakhs. Conclusion: Consolidated Financial Performance – Period ended on September 30, 2025 and FY 2024–25 For the period ended on September 30, 2025 and for the financial year ended March 31, 2025, our consolidated financial statements include the performance of our wholly owned subsidiary, which contributed to the Group’s overall business results. The inclusion of the subsidiary’s operations led to a notable increase in key financial indicators, particularly revenues, trade receivables, inventories, and borrowings. The subsidiary was primarily engaged in the execution of road construction and infrastructure development contracts, in alignment with the core business of the parent company. Its operational performance during the year supported the expansion of the Group’s order book, which in turn contributed to the growth in consolidated balance sheet items. The synergistic integration of the subsidiary’s activities with the parent’s execution strategy enabled improved resource utilization and scalability across projects. CASH FLOWS The following table sets forth selected information from our statement of cash flows for the periods indicated: (Amount in lakhs) September Particulars FY 2024-25 FY 2023-24 FY 2022-23 30, 2025 Net Cash Generated/(Used) From Operating (58.00) (1,378.76) 276.43 (39.31) Activities (A) Net Cash Generated/(Used) From Investing (12.51) (173.45) (589.33) (41.12) Activities (B) Net Cash Generated/(Used) From Financing 121.79 1,559.79 313.87 75.47 Activities (C) Net increase / (decrease) in cash and cash equivalents 51.28 7.58 0.97 (4.96) (A+B+C) Cash and Cash equivalent at the beginning of the 16.58 9.00 8.03 12.99 year Cash and Cash equivalent at the end of the year 67.86 16.58 9.00 8.03 Operating Activities For September 30, 2025 Net Cash used in operating activities during the period was Rs. 58.00 lakhs. While our net profit before tax was Rs. 556.30 lakhs, we had an operating profit before working capital changes of Rs. 738.74 lakhs, primarily due to adjustments for depreciation and amortization expenses of Rs. 114.19 lakhs and finance Charges of Rs. 69.02 lakhs, gratuity expenses of Rs. 2.36 lakhs and interest income of Rs. 3.13 lakhs. Our adjustments for working capital changes for the year 2024-25 primarily consists of decrease in inventories of Rs. 160.39 lakhs, increase in trade receivables of Rs. 63.44 lakhs, increase in short term loans and advances of Rs. 230.45 lakhs, increase in other assets of Rs. 8.29 lakhs, decrease in trade payables of Rs. 393.44 lakhs and decrease in other current liabilities of Rs. 119.97 lakhs. Our net cash used from operations was Rs. 58.00 lakhs after adjusting tax paid of Rs. 141.54 lakhs. 294For FY 2024-25 Net cash used in operating activities during the year was 1,378.76 lakhs. While our net profit before tax was Rs. 880.47 lakhs, we had an operating profit before working capital changes of Rs. 520.91 lakhs, primarily due to adjustments for depreciation and amortization expenses of Rs. 269.84 lakhs and finance Charges of Rs. 130.15 lakhs, gratuity expenses of Rs. 4.37 lakhs, interest income of Rs. 2.15 lakhs and consolidation adjustment of Rs. 761.77 lakhs. Our adjustments for working capital changes for the year 2024-25 primarily consists of increase in inventories of Rs. 381.91 lakhs, trade receivables of Rs. 2,348.18 lakhs, decrease in short term loans and advances of Rs. 39.53 lakhs, increase in other assets of Rs. 99.64 lakhs, increase in trade payables of Rs. 940.09 lakhs, other current liabilities of Rs. 147.66 lakhs. Our net cash used from operations was Rs. 1,378.76 lakhs after adjusting tax paid of Rs. 197.22 lakhs. For FY 2023-24 Net cash generated in operating activities during the year 2023-24 was Rs. 276.43 lakhs. While our net profit before tax was Rs. 476.69 lakhs, we had an operating profit before working capital changes of Rs. 552.57 lakhs, primarily due to adjustments for depreciation and amortization expenses of Rs. 56.80 lakhs and finance Charges of Rs. 17.95 lakhs, gratuity expense of Rs. 3.15 lakhs, interest income of Rs. 0.11 lakhs and share in (profit)/ loss of associate of Rs. (1.91) lakhs. Our adjustments for working capital changes for the year 2023-24 primarily consists of increase in inventories of Rs. 351.70 lakhs, trade receivables of Rs. 265.86 lakhs and increase in short term loans of Rs. 236.38 lakhs and other assets of Rs. 42.31 lakhs, trade payables of Rs. 501.80 lakhs, and other current liabilities of Rs. 189.63 lakhs. Our net cash generated from operations was Rs. 276.43 lakhs after adjusting tax paid of Rs. 71.32 lakhs. For FY 2022-23 Net cash used in operating activities during the year 2022-23 was Rs. 39.31 lakhs. While our net profit before tax was Rs. 197.93 lakhs, we had an operating profit before working capital changes of Rs. 212.07 lakhs, primarily due to adjustments for depreciation and amortization expenses of Rs. 13.16 lakhs, interest income of Rs. 0.13 lakhs and gratuity expense of Rs. 1.11 lakhs. Our adjustments for working capital changes for the year 2022-23 primarily consists of increase in inventories of Rs. 68.78 lakhs, trade receivables of Rs. 177.00 lakhs, short term loans and advances of Rs. 12.36 lakhs, trade payables of Rs. 28.69 lakhs , other current liabilities of Rs. 20.38 lakhs and decrease in other assets of Rs. 8.37 lakhs. Our net cash generated from operations was Rs. 39.31 lakhs after adjusting tax paid of Rs. 50.68 lakhs. Investing Activities For September 30, 2025 Net cash used in investing activities was 12.51 lakhs in period ended on September 30, 2025, primarily on account of Rs. 18.92 lakhs used for purchase of fixed assets including capital advance, Rs. 1.13 lakhs used in long term loans and advances, Rs. 4.41 lakhs earned from investment in fixed deposits and receipt of interest income of Rs. 3.13 lakhs. For FY 2024-25 Net cash used in investing activities was 173.45 lakhs in FY 2024-25, primarily on account of Rs. 55.90 lakhs used for purchase of fixed assets including capital advance, Rs. 26.76 lakhs used in long term loans and advances, Rs. 92.94 lakhs used for investment in fixed deposits and receipt of interest income of Rs. 2.15 lakhs. For FY 2023-24 Net cash used in investing activities was Rs. 589.33 lakhs in 2023-24, primarily on account of Rs. 276.21 lakhs used for purchase of fixed assets including capital advance, Rs. 174.33 lakhs used for the investments in shares of Subsidiary and 295Rs. 136.20 Lakhs used for advance against investment in shares of Subsidiary and Rs. 2.70 lakhs used in investment in fixed deposits which were partially offset by proceeds from other income of Rs. 0.11 lakhs. For FY 2022-23 Net cash used in investing activities was Rs. 41.12 lakhs in 2022-22, primarily on account of Rs. 41.25 lakhs used for purchase of fixed assets including capital advance, which were partially offset by proceeds from other income of Rs. 0.13 lakhs. Financing Activities For September 30, 2025 Net cash generated in financing activities in period ended on September 30, 2025 amounted to Rs. 121.79 lakhs, which primarily consists of issue of equity share of Rs. 199.68 lakhs, repayment of long-term borrowing of Rs. 267.37 lakhs, , proceeds from short term borrowings of Rs. 258.50 lakhs and interest & finance Charges paid of Rs. 69.02 lakhs. For 2024-25 Net cash generated in financing activities in FY 2024-25 amounted to Rs. 1,559.79 lakhs, which primarily consists of issue of equity share of Rs. 152.04 lakhs, proceeds from long term borrowing of Rs. 655.54 lakhs, repayment of long-term borrowings of Rs. 387.77 lakhs, proceeds from short term borrowings of Rs. 1,270.13 lakhs and interest & finance Charges paid of Rs. 130.15 lakhs. For FY 2023-24 Net cash generated in financing activities in 2023-24 amounted to Rs. 313.87 lakhs, which primarily consists of issue of equity share of Rs. 150.00 lakhs, proceeds from long-term borrowings of amount Rs. 136.77 lakhs, proceeds from short- term borrowings amounting to Rs. 52.96 lakhs and repayment of long-term borrowings of Rs. 7.91 lakhs and interest & finance Charges paid of Rs. 17.95 lakhs. For FY 2022-23 Net cash generated in financing activities in 2022-23 amounted to Rs. 75.47 lakhs, which primarily consists of net proceeds of long-term borrowing of Rs. 75.47 lakhs. FINANCIAL INDEBTEDNESS As on the date of this Red Herring Prospectus, our Company has total outstanding of secured borrowings from banks aggregating to Rs. 1,257.17 lakhs and unsecured borrowings of 459.44 lakhs in the ordinary course of business. RELATED PARTY TRANSACTIONS Related party transactions involving our promoters, directors, their entities, and relatives primarily pertain to share capital, remuneration, unsecured borrowings, and the purchase and sale of goods and services etc. For further details of such related parties under AS-18, refer chapter titled “Related Party Transaction” beginning on page 244. CAPITAL EXPENDITURE IN LAST THREE YEARS AND STUB PERIOD Our net capital expenditures include expenditures on tangible assets which primarily include Plant & Machinery, furniture and fixtures, office equipment, vehicle, and computers. The following table sets out our net capital expenditures for the period ended September 30, 2025, March 31, 2025, and for the financial year ended 2024 and 2023. 296(Amount in Lakhs) September Particulars FY 2024-25 FY2023-24 FY2022-23 30,2025 Plant & Machinery 10.29 21.92 267.03 18.54 Furniture & Fittings - 0.84 1.38 5.28 Computers & Other Accessories 1.01 1.96 7.06 4.03 Vehicle - 32.83 - 12.50 Total 11.30 57.55 275.46 40.35 CONTINGENT LIABILITIES As on the date of this Red Herring Prospectus, our Company has no contingent liability in the name of claims against the company not acknowledged as debt – bank guarantee etc except as stated below: (Amount in Lakhs) September Particulars FY 2024-25 FY 2023-24 FY 2022-23 30,2025 a. Bank Guarantees 319.94 324.46 - - b. Claims received but not acknowledged by 15.11 - - - Company Outstanding Dues to Trade Payables For purposes of the disclosure in Issue Document pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, the Board of Directors of the Company has identified a materiality threshold of in excess 5% of total trade payables of the Company as per the Restated Financial Statements of the company for the year ended September 30, 2025, pursuant to a resolution dated August 23, 2025; and the amounts owed as of September 30, 2025by the Company to any small scale undertaking and any other creditor equal to or exceeding such materiality threshold is identified in summary form as brought out in the tables below: Name of Material Creditor Amount (Rs. Lakhs) Creditor 1 185.58 Creditor 2 133.13 Creditor 3 102.19 Total 420.90 (Amount in Lakhs) Particulars September FY 2025 FY 2024 FY 2023 30,2025 Trade Payables 1,307.78 1,701.22 761.13 259.33 - MSME - - - - - Others 1,307.78 1,701.22 761.13 259.33 QUALITATIVE DISCLOSURE ABOUT MARKET RISK In the course of undertaking our business, we are exposed to the following risks arising from financial instruments, which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on our financial performance. 297Credit Risk Credit risk is the risk that a customer will fail to perform or fail to pay amounts due causing financial loss. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, continuous follow-up, and continuously monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business. Liquidity Risk Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or another financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have practiced financial diligence and syndicated adequate liquidity in all business scenarios. Market Risk Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and other price like equity prices, which will affect our income or the value of our holdings of financial instruments. Foreign currency risk is not material as our Company's primary business activities are within India and does not have significant exposure in foreign currency. Currently, our company’s interest rate exposure is mainly related to debt obligations outstanding. Effect of Inflation We are affected by inflation as it has an impact on the material cost, wages etc. in line with changing inflation rates, we rework our margins so as to absorb the inflationary impact. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution Except as disclosed in chapter titled “Restated Consolidated Financial Statements” beginning on page 249, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company. INFORMATION REQUIRED AS PER ITEM (11) (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS, 2018 Unusual or infrequent events or transactions Except as described in this Red Herring Prospectus, during the years under review company has converted its associate company Srinibas Pradhan Infrastructure Private Limited into wholly owned subsidiary. Apart from this, there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent. Significant economic changes that materially affected or are likely to affect income from continuing operations. Indian rules and regulations as well as the overall growth of Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. Other than as described in the section titled “Risk Factors” beginning on page 45 to our knowledge there are no significant economic changes that materially affects or are likely to affect income of our Company from continuing operations. 298Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue, or income from continuing operations. Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page 45, in our opinion, there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations. Future changes in relationship between costs and revenues. Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page 45, there no known factors that might affect the future relationship between cost and revenue. Our Company’s future costs and revenues will be determined by demand/ supply situation, government policies, global market situation and cost of our services. The extent to which services increase in net sales or revenue are due to quality of our service and increase in number of customers. Increase in revenue is by and large linked to increases in volume of business activity by the Company. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices. Our company is engaged in the of infrastructure development and civil construction for projects like construction of roads, bridges, buildings etc. Increase in revenues are by and large linked to increase in operations of company and dependent on the price realization of our services. Total turnover of each major industry segment in which the issuer company operated. Our company is engaged in the business of infrastructure development and civil construction for projects like construction of roads, bridges, buildings etc. Relevant Industry data, as available, has been included in the section titled “Our Industry” beginning on page 142 of this Red Herring Prospectus. Status of any publicly announced new products or business segment. Otherwise as stated in the Red Herring Prospectus and in the section titled “Our Business” appearing on page 157. Our company has not publicly announced any new business segment till the date of this Red Herring Prospectus. The extent to which business is seasonal. Our company is engaged in the business of infrastructure development and civil construction for projects like construction of roads, bridges, buildings etc. Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality or cyclicality. Any significant dependence on a single or few suppliers or customers. Our business is substantially dependent on projects awarded by our clients to us. For further details, please refer “Risk factor - We depend on certain key customers for our revenues. A decrease in the revenues we derive from them could materially and adversely affect our business, results of operations, cash flows and financial condition” on page 46. 299Competitive Conditions We face competition from existing and potential organized and unorganized competitors, which is common for any business. We have, over a period, developed certain competitive strengths which have been discussed in section titled “Our Business” beginning on page 157 of this Red Herring Prospectus. Material Frauds There are no material frauds, as reported by our Statutory Auditor, committed against our Company, in the last three Fiscals. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 300CAPITALISATION STATEMENT Statement of Capitalization, As Restated (All amounts in Rs. lakhs, unless otherwise stated) Pre-Offer Particulars Post Offer* 30th September, 2025 Debt : Short Term Debt 1,581.58 - Long Term Debt 135.03 - Total Debt 1,716.61 - Shareholders Funds Equity Share Capital 614.74 - Reserves and Surplus 1,586.55 - Less: Misc. Expenditure - - Total Shareholders’ Funds 2,201.29 - Long Term Debt/ Shareholders’ Funds 0.06 - Total Debt / Shareholders Fund 0.78 - * The Post Offer capitalization will be determined only after the finalization of Offer Price. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 301FINANCIAL INDEBTEDNESS Our Company has availed term loans in the ordinary course of business for meeting our working capital requirement. Our Company has obtained the necessary consents required under the relevant loan documentation for undertaking activities, including change in our capital structure and change in our Articles of Association and Memorandum of Association. For details in relation to the borrowing powers of the Company, please see the section entitled “Our Management – Borrowing Powers” on page 227. Further, pursuant to special resolution passed in the Extra Ordinary General Meeting of our Company held on March 18, 2024, the Board of directors has been authorized to borrow money in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not exceed the sums of Rs. 10,000 Lakhs. Financial indebtedness as at September 30, 2025 are as mentioned below: (All amounts in ₹ lacs, unless otherwise stated) Nature of Borrowing Outstanding as on 30/09/2025 Borrowing of Company Secured Loan (A) 143.45 Unsecured Loan (B) 88.77 Total Company Borrowings (I) 232.23 Borrowing of Subsidiary Secured Loan (C) 1,113.72 Unsecured Loan (D) 370.67 Total Subsidiary Borrowings (II) 1,484.39 Total (I+II) 1,716.61 A. Secured Loans (All amounts in ₹ lacs, unless otherwise stated) Sanctioned Outstanding Name of Lender Purpose Amount As on (Rs.) 30/09/2025 SBI Bank- CC Limit Working Capital 20.00 19.77 SBI Bank – Term Loan Purchase of Machinery 195.00 93.12 CNH Industrial Capital (India) Private Limited Purchase of Machinery 27.00 6.85 Sundaram Finance Limited Purchase of Machinery 28.00 23.72 Total Secured Borrowings (A) 270.00 143.46 B. Unsecured Loans (All amounts in ₹ lacs, unless otherwise stated) Sanctioned Outstanding Date of Repayment Amount As on Name of Lender Purpose Sanctioned Terms 30/09/2025 Loans from Directors and relatives Business NA NA NA 88.77 Total Unsecured Borrowings (B) 88.77 302C. Secured Loans (All amounts in ₹ lacs, unless otherwise stated) Sanctioned Outstanding Name of Lender Purpose Amount As on (Rs.) 30/09/2025 Cholamandalam Finance Purchase of Machinery 208.41 85.98 Hdfc Finance (A/c-141428345) Purchase of Machinery 54.77 32.14 Hdfc Finance Innova 1105 (A/c-134302750) Purchase of Machinery 23.93 2.75 Indusind Bank Ltd. Oss01630D (Hyva Od23L8536) Purchase of Machinery 32.90 7.50 Indusind Bank Ltd. Oss01631D (Hyva Od23L8562) Purchase of Machinery 32.90 7.46 John Deere Financial India Pvt Ltd 225275/7048171 Purchase of Machinery 58.25 22.14 Sundaram Finance R017400167 (OD23M8846) Purchase of Machinery 33.00 5.69 Sundaram Finance S017400070 (HYDRA-OD23N5367) Purchase of Machinery 16.00 4.31 Sundaram Finance S103900206 (OD23P2603) Purchase of Machinery 39.00 15.64 Sundaram Finance-U103900237 Purchase of Machinery 10.20 5.39 Sundaram Finance-U103900238 Purchase of Machinery 10.20 5.54 Sundaram Finance-U103900239 Purchase of Machinery 10.20 5.54 Sundaram Finance-U103900240 Purchase of Machinery 10.20 5.54 Sundaram Finance-U103900241 Purchase of Machinery 10.20 5.54 TATA Finance (20NOS HYVA) Purchase of Machinery 368.90 85.65 HDFC Bank (Cash Credit) Working Capital 330.00 314.41 State Bank of India (Cash Credit) Working Capital 500.00 502.50 Total 1749.06 1,113.72 D. Unsecured Loans (All amounts in ₹ lacs, unless otherwise stated) Sanctioned Outstanding Date of Repayment Amount As on Name of Lender Purpose Sanctioned Terms 30/09/2025 Loans from Directors and relatives Business NA NA NA 370.67 Total Unsecured Borrowings (B) 370.67 1. State Bank of India CC-43541183624 Facility SBI Bank- CC Limit Overall Loan Limit 20.00 Lakhs Date of Sanction 12/11/2024 Interest 10.90% Repayment On Demand Primary Security 1. Hypothecation of Plant and Machineries, Furnitures, Electronic items etc. created out of Bank’s finance. 2. Hypothecation of 2 Nos. of Excavator EX 210, Make – TATA Hitachi. 3. Hypothecation of all current assets of present and future. Collateral Security: Extension EM of Residential land & building as per Table (Refer Annexure 1) Personal Guarantee 1. Shri Srinibas Pradhan S/o Shri Dharmu Pradhan 2. Shri Ramakant Pradhan S/o Shri Dharmu Pradhan 3. Shri Anand Sahu S/o Shri Kashinath Sahu 4. Smt. Brundabati Sahu W/o Shri Ananda Sahu 5. Smt. Kaushalya Pradhan W/o Shri Ramakant Pradhan 6. Smt. Jyotshna Pradhan W/o Shri Srinibas Pradhan 2. State Bank of India (Term Loan) Facility SBI Bank – Term Loan Overall Loan Limit 195.00 Lakhs Date of Sanction 21/06/2023 Interest 12.15% Repayment 52 Months Primary Security 1. Hypothecation of Plant and Machineries, Furnitures, Electronic items etc. created out 303of Bank’s finance. 2. Hypothecation of 2 Nos. of Excavator EX 210, Make – TATA Hitachi. 3. Hypothecation of all current assets of present and future. Collateral Security: Extension EM of Residential land & building as per Table (Refer Annexure 1) Personal Guarantee 1. Shri Srinibas Pradhan S/o Shri Dharmu Pradhan 2. Shri Ramakant Pradhan S/o Shri Dharmu Pradhan 3. Shri Anand Sahu S/o Shri Kashinath Sahu 4. Smt. Brundabati Sahu W/o Shri Ananda Sahu 5. Smt. Kaushalya Pradhan W/o Shri Ramakant Pradhan 6. Smt. Jyotshna Pradhan W/o Shri Srinibas Pradhan 3. CNH Industrial Capital (India) Private Limited (81589) Facility CNH Industrial Capital (India) Private Limited Overall Loan Limit 27.00 Lakhs Date of Sanction 01/06/2023 Interest 9.47% Repayment 35 Months Primary Security Hypothecation of JCB Machine 4. Sundaram Finance Limited Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 28.00 lakhs Date of Sanction 26/03/2025 Interest 11.36% Repayment 35 Months Primary Security The loan is secured against the machinery 5. Cholamandalam Finance Facility Cholamandalam Finance – Vehicle Loan Overall Loan Limit 208.41.00 Lakhs Date of Sanction 30/12/2022 Interest 10.60% Repayment 48 Months Primary Security The loan is secured against the vehicle. 6. HDFC Finance (A/c-141428345) Facility HDFC Bank – Vehicle Loan Overall Loan Limit 54.77 Lakhs Date of Sanction 09/05/2023 Interest 8.75% Repayment 60 Months Primary Security The loan is secured against the vehicle. 7. HDFC Finance Innova 1105 (A/c-134302750) Facility HDFC Bank – Vehicle Loan Overall Loan Limit 23.93 Lakhs Date of Sanction 30/09/2022 Interest 7.90% Repayment 39 Months Primary Security The loan is secured against the vehicle. 3048. Indusind Bank Ltd. OSS01630D (Hyva Od23L8536) Facility Indusind Bank – Vehicle Loan Overall Loan Limit 32.90 Lakhs Date of Sanction 23/06/2021 Interest 9.51% Repayment 58 Months Primary Security The loan is secured against the vehicle. 9. Indusind Bank Ltd. Oss01631D (Hyva Od23L8562) Facility Indusind Bank – Vehicle Loan Overall Loan Limit 32.90 Lakhs Date of Sanction 23/06/2021 Interest 9.51% Repayment 58 Months Primary Security The loan is secured against the vehicle. 10. John Deere Financial India Pvt Ltd 225275/7048171 Facility John Deere Financial India Pvt Ltd – Purchase of Machinery Overall Loan Limit 58.25 Lakhs Date of Sanction 28/12/2022 Interest 9.50% Repayment 48 Months Primary Security The loan is secured against the vehicle. 11. Sundaram Finance R017400167 (OD23M8846) Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 33.00 Lakhs Date of Sanction 21/03/2022 Interest 10.91% Repayment 47 Months Primary Security The loan is secured against the vehicle. 12. Sundaram Finance S017400070 (HYDRA-OD23N5367) Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 16.00 Lakhs Date of Sanction 22/08/2022 Interest 12.41% Repayment 47 Months Primary Security The loan is secured against the vehicle. 13. Sundaram Finance S103900206 (OD23P2603) Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 39.00 Lakhs Date of Sanction 24/02/2023 Interest 10.15% Repayment 47 Months Primary Security The loan is secured against the vehicle. 14. Sundaram Finance-U103900237 Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 10.20 Lakhs Date of Sanction 07/10/2024 305Interest 14.08% Repayment 23 Months Primary Security The loan is secured against the vehicle. 15. Sundaram Finance-U103900238 Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 10.20 Lakhs Date of Sanction 07/10/2024 Interest 13.85% Repayment 23 Months Primary Security The loan is secured against the vehicle. 16. Sundaram Finance-U103900239 Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 10.20 Lakhs Date of Sanction 07/10/2024 Interest 13.85% Repayment 23 Months Primary Security The loan is secured against the vehicle. 17. Sundaram Finance-U103900240 Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 10.20 Lakhs Date of Sanction 07/10/2024 Interest 13.85% Repayment 23 Months Primary Security The loan is secured against the vehicle. 18. Sundaram Finance-U103900241 Facility Sundaram Finance – Purchase of Machinery Overall Loan Limit 10.20 Lakhs Date of Sanction 07/10/2024 Interest 13.85% Repayment 23 Months Primary Security The loan is secured against the vehicle. 19. TATA Finance (20NOS HYVA) Facility Tata Motors Finance Solutions Ltd. -Vehicle Loan Overall Loan Limit 368.90 Lakhs Date of Sanction 13/03/2023 Interest 11.02% Repayment 35 Months Primary Security The loan is secured against the vehicle. 20. HDFC Bank (Cash Credit) Facility HDFC Bank – CC Limit Overall Loan Limit 330.00 Lakhs Date of Sanction 16/01/2023 Interest 8.50% Repayment On Demand Primary Security Stocks, Debtors, Fixed Deposits, Retail LC BG FD 21. State Bank of India (Cash Credit) Facility SBI Bank – CC Limit Overall Loan Limit 500.00 Lakhs Date of Sanction 29/01/2025 306Interest 12.65% Repayment On Demand Primary Security Stocks of Raw Material like Chips, Dust, Emulsion, Bitumen, Diesel, Cement and Rod & receivables from government & semi government organization. Hypothecation of Stocks & Receivables. For Kapish Jain & Associates Chartered Accountants Firm’s Registration Number: 022743N Sd/- CA Amit Kumar Madheshia Partner Membership No.: 521888 UDIN: 26521888ZWINYQ6563 Place: New Delhi Date: February 16, 2026 307Annexure 1 Sl. Khata No Plot No Location Area Kisam Name of Mortgagor No. Address 1 106/553 344/1831 & Lakhanpur, Ac 0.70 Gharbari Ananda Kumar Sahu 345/2291 Jharsuguda Dec 2 106/556 64/2099 Lakhanpur, Ac 0.36 Gharbari Ananda Kumar Sahu and Jharsuguda Dec Brundabati Sahu 3 1261/6592 1102/9381 & Belpahar, Ac 0.22 Gharbari Srinibas Pradhan, Koushalya 1102/17324 Brajrajnagar Dec Pradhan and Jyotshna Pradhan 4 1261/6592 & 1102/13041 & Belpahar, Ac 0.14 Gharbari Srinibas Pradhan, Koushalya 1261/6593 1102/16017 Brajrajnagar Dec Pradhan and Jyotshna Pradhan Remainder of this page is left blank intentionally 308OTHER FINANCIAL INFORMATION As at and for As at and for As at and for As at and for the period the year the year the year Particulars ended ended March ended March ended March September 30, 31, 2025 31, 2024 31, 2023 2025 Earnings per share (basic) (in Rs.)1 6.89 11.33 64.25 93.13 Earnings per share (Diluted) (in Rs.) 2 6.89 11.33 64.25 93.13 Return on Net worth (%)3 21.67% 55.76% 68.36% 104.65% Net Asset Value per Equity Share (in Rs.)4 35.81 27.36 13.96 82.05 (Post Bonus) EBITDA (in Lakhs)5 763.89 1,300.59 557.60 215.09 Notes: 1Basic EPS (₹) = Basic earnings per share are calculated by dividing the net restated profit for the year attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year. 2Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the net restated profit for the year attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year. 3Return on net worth is calculated as restated profit for the year divided by average shareholder's fund. 4Net asset value per equity share is calculated as total shareholder's fund divided by total number of equity shares. 5EBITDA is calculated as profit for the year plus finance costs, depreciation and amortization, total income tax expenses. For more information regarding Financial Information, refer chapter titled “Restated Consolidated Financial Information” on page no. 249. 309SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS The disclosure set out below shall replace the respective disclosure in the chapter “Outstanding Litigation and Material Development” beginning on page 310 of the Red Herring Prospectus: Except as stated below there are no outstanding (i) criminal proceedings involving our Company, Directors, or Promoters (“Relevant Parties”) and the Key Managerial Personnels and Senior Management Personnels; (ii) actions by statutory or regulatory authorities involving the Relevant Parties and the Key Managerial Personnels and Senior Management Personnels; (iii) outstanding claims relating to direct and indirect taxes involving the Relevant Parties; and (iv) other pending litigation involving the Relevant Parties as determined to be material by our Board pursuant to the Materiality Policy (as disclosed herein below); or (v) litigation involving our Group Company which has a material impact on our Company. Further, except as stated in this section, there are no disciplinary actions including penalties imposed by SEBI or stock exchanges against our Promoter in the last five Financial Years including any outstanding action. For the purposes of (iv) above in terms of the Materiality Policy adopted by a resolution of our Board dated August 23, 2025, pending litigation would be considered ‘material’ if the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess of Rs. 5.00 lakhs and where the amount is not quantifiable, such pending cases are material from the perspective of the Company’s business, operations, prospects or reputation. The above threshold of Rs. 5.00 lakhs is subject to lower of the following: (i) Materiality policy as defined by the Board and disclosed in the Red Herring Prospectus, which amounts to Rs. 5.00 lakhs or (ii) Litigations where the value or expected impact in terms of value, exceeds the lower of the following: a) Two (2) percent of turnover, as per the latest annual restated consolidated financial statements of the Company, which amounts to Rs. 179.37 lakhs; or b) Two (2) percent of net worth, as per the latest annual restated consolidated financial statements of the Company, which amounts to Rs. 31.81 lakhs; or c) Five (5) percent of the average of absolute value of profit or loss after tax, as per the last three annual restated consolidated financial statements of the Company, which amounts to Rs. 19.36 lakhs. For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding those notices issued by statutory or regulatory or taxation authorities or notices threatening criminal action) have not and shall not, unless otherwise decided by our Board, be considered material until such time that any of the Relevant Parties or the Group Company, as the case may be, is impleaded as a defendant in litigation before any judicial or arbitral forum. LITIGATION INVOLVING OUR COMPANY Litigation against our Company A. Outstanding criminal proceedings NIL B. Actions initiated by regulatory or statutory authorities NIL 310C. Outstanding material civil litigation NIL D. Litigation involving Tax liabilities Nil Litigation by our Company A. Outstanding criminal proceedings Nil B. Outstanding material civil litigation Nil C. Litigation involving Tax liabilities Nil D. Actions initiated by regulatory or statutory authorities Nil LITIGATION INVOLVING OUR PROMOTERS/DIRECTORS Litigation against our Promoters A. Outstanding criminal proceedings NIL B. Actions initiated by regulatory or statutory authorities. NIL C. Outstanding material civil litigation 1. The New India Assurance Co. Ltd. Vs Basamati Khadia & Ors vs Srinibas Pradhan & Anr (M.A.C.A No 54/2025) The present appeal has been filed by the Branch Manager of The New India Assurance Co. Ltd. under Section 173 of the Motor Vehicles Act, 1988, challenging the award dated 07.11.2024 passed by the learned District Judge-cum- 1st M.A.C.T., Jharsuguda in M.A.C. Case No. 57 of 2020. The claim petition had been instituted by the parents and elder brother of deceased Umabati Khadia, who died on 18.04.2020 after falling from a tipper (OD-23-D-0379) allegedly driven rashly and negligently. It was claimed that the deceased, aged about 20 years and working as a daily labourer earning Rs.9,000/- per month, succumbed to injuries at Jharsuguda Government Hospital. The Tribunal, after considering the evidence adduced by the claimants, awarded compensation of Rs.12,36,000/- with interest @ 6% per annum against the insurer. Aggrieved by the award, the insurer has preferred this appeal contending, inter alia, that the deceased was travelling as a gratuitous passenger in a goods vehicle and hence, the insurer is not liable to indemnify such risk. It is further argued that the Tribunal erred in treating the age of the deceased as 20 years based on the post-mortem report instead of 28 years as per the transfer certificate, thereby wrongly applying a multiplier of 18 instead of 17. The appellant 311has also disputed the manner of calculation of quantum of compensation and submits that the award has been passed mechanically without proper appreciation of law and evidence. The insurer, therefore, seeks setting aside of the impugned award by the Hon’ble High Court of Orissa. The matter is currently pending and referred to Lok adalat. 2. Tikeswari Naik vs. Srinibas Pradhan (CS/104/2024) The plaintiff, an 83-year-old illiterate Hindu woman and absolute owner in possession of the suit land at Mouza Belpahar, alleges that the defendant, taking advantage of her age, illiteracy, and trust, fraudulently obtained her signatures on blank papers on 12.02.2024 under the false pretext of assisting her in availing financial assistance under the Pradhan Mantri Awas Yojana Scheme, and on the basis thereof illegally executed and registered a sale deed No.10872400110 dated 12.02.2024 without her knowledge, consent, consideration, or delivery of possession, and subsequently mutated the suit land in his favour; the plaintiff discovered the said fraud only on 03.05.2024 when the defendant attempted to interfere with her peaceful possession by asserting ownership on the strength of the forged sale deed and ROR, giving rise to the present cause of action, and therefore seeks declaration of the said sale deed as null and void, permanent injunction restraining the defendant from interfering with or alienating the suit land, recovery of possession if dispossessed during pendency, and such other reliefs as deemed fit by the Court. The matter is currently pending and the next date in the matter is 18.03.2026. D. Litigation involving Tax liabilities Nil Litigation by our Promoters A. Outstanding criminal proceedings Srinibas Pradhan vs Krushna Chandra Padhan (ICC No. 57/2022) Mr. Srinibas Pradhan, initiated a criminal complaint against Ms. Krushna Chandra Padhan in the Court of S.D.J.M. Jharsuguda under I.C.C. No. 57 of 2022, invoking Section 138 of the Negotiable Instruments Act and Section 420 of the Indian Penal Code, seeking a claim of Rs. 5,00,000/- (Rupees Five Lakhs Only). This action was taken as the cheque issued by the accused were dishonored by the bank due to insufficient balance. The matter is currently pending.The next date of hearing is 16.04.2026 B. Outstanding material civil litigation Srinibas Pradhan vs Union of India & Ors. (T.C. Case No. 03/2024) Mr. Srinibas Pradhan received a notice under Sections 12 and 17 of the Coal Bearing Areas (Acquisition and Development) Act, 1957, concerning the acquisition of the land where the registered office is located. In response, Mr. Srinibas Pradhan has filed a case, T.C. Case No. 03/2024, in the Court of the District Judge-Cum-Coal Tribunal in Jharsuguda. The case is against the Union of India and others, seeking enhanced compensation under the Land Acquisition Act, 1894, and the Coal Bearing Areas (Acquisition and Development) Act, 1957. The matter is currently pending. C. Litigation involving Tax liabilities NIL D. Actions initiated by regulatory or statutory authorities. NIL 312LITIGATION INVOLVING OUR KMP Litigation by/against our KMP A. Outstanding criminal proceedings NIL B. Actions initiated by regulatory or statutory authorities. NIL C. Outstanding material civil litigation NIL D. Litigation involving Tax liabilities NIL LITIGATION INVOLVING OUR SUBSIDIARY Litigation against our Subsidiary NIL Litigation by our Subsidiary NIL Litigation involving Tax liabilities 1.The CT & GST Circle, Jharsuguda, has issued an intimation in Form GST DRC-01A dated 31.01.2025 to M/s. Srinibas Pradhan Infra Private Limited (GSTIN: 21ABMCS5389N1ZL) for availing and utilising inadmissible ITC of Rs. 4,32,600/- on inward supplies from M/s. Hanuman Steel and Trading (GSTIN: 22QLFPS6846Q1ZW), found to be a non-existent entity. The department has alleged wrongful availment and utilisation of ITC towards outward tax liability for September 2024, attracting proceedings under Section 74 of the CGST/OGST Act, 2017. The taxpayer has been directed to pay the said tax along with interest of Rs. 6,613/- and penalty equal to the tax (total demand: Rs. 8,71,813/-) Note: Srinibas Pradhan (Proprietorship) has been acquired by the subsidiary of the company Srinibas Pradhan Infra Private Limited vide EGM dated 11/03/2024. LITIGATION INVOLVING OUR GROUP COMPANIES WHICH HAVE A MATERIAL IMPACT ON OUR COMPANY Litigation against our Group Companies NIL Litigation by our Group Companies NIL 313OUTSTANDING DUES TO CREDITORS In accordance with our Company’s Materiality Policy, creditors to whom an amount exceeding 5% of the total trade payables of the Company as on the latest reporting period of the restated consolidated financial statements, were considered ‘material’ creditors i.e. Rs. 85.06 lakhs. Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors, as at September 30, 2025 by our Company, are set out below: (Rs. in Lakhs) S. Particulars Balance as on September 30, 2025 No 1. Total Outstanding dues to Micro, Small & Medium Nil Enterprises 2. Total Outstanding dues to creditors other than Micro, Small 1307.78 & Medium Enterprises Total 1307.78 MATERIAL DEVELOPMENTS AFTER LAST BALANCE SHEET DATE, I.E. MARCH 31, 2025 Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” on page 278 of the Red Herring Prospectus, there have not arisen, since the date of the last financial statements disclosed in this Red Herring Prospectus, any circumstances which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12 (Twelve) months. Except as stated herein above: 1. There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs by the Company, promoters, group entities, companies promoted by the promoters during the past three years. 2. There are no cases of litigation pending against the Company or against any other Company in which Directors are interested, whose outcome could have a materially adverse effect on the financial position of the Company. 3. There are no pending litigation against the Promoters/ Directors in their personal capacities and also involving violation of statutory regulations or criminal offences. 4. There are no pending proceedings initiated for economic offences against the Directors, Promoters, Companies and firms promoted by the Promoters. 5. There are no outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and finances of the Company including disputed tax liability or prosecution under any enactment. 6. There are no litigations against the Promoters / Directors in their personal capacity. 7. The Company, its Promoters and other Companies with which promoters are associated have neither been suspended by SEBI nor has any disciplinary action been taken by SEBI. 8. There is no material regulatory or disciplinary action by SEBI, stock exchange or regulatory authority in the past five year in respect of the promoters, group company’s entities, entities promoted by the promoters of the company. 9. There are no criminal cases filed or any investigation being undertaken with regard to alleged commission of any offence by any of the Directors. Further, none of the Directors has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc. 10. The issue is in compliance with applicable provision of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2018. 11. The Deputy Commissioner, GST & Central Excise, Jharsuguda Division, vide Order-in-Original No. 08/DCCE/GST/JSG/2025 dated 31.01.2025, has confirmed a short-paid GST liability of Rs.709/- (CGST Rs.354.5/- & SGST Rs.354.5/-), ineligible ITC of Rs.9,026/- (CGST Rs.4,513/- & SGST Rs.4,513/-), interest of 314Rs.610/- and Rs.7,776/- under Section 50 of the CGST/OGST Act, 2017, and imposed a penalty of Rs.20,000/- under Section 74 read with Section 122(2)(b). The authority has, however, dropped the major demand of Rs.15,68,093/- and ITC demand of Rs.6,67,441/- proposed in the SCN no IV(06)249/CPU/RK/2020/7728-A dated June 07, 2023. 12. This Memorandum of Understanding (“MoU”) dated 15 July 2025, executed between Mr. Surinderpal Singh Suri, Sole Proprietor of Bharat Construction Company (Bombay) (the “Complainant”), and Mr. Srinibas Pradhan, Sole Proprietor of M/s. Srinibas Pradhan (the “Accused”), records the amicable settlement of disputes arising out of dishonoured cheques issued pursuant to a work order dated 01.10.2021, which were the subject matter of two complaints under Section 138 of the Negotiable Instruments Act pending before the Hon’ble Metropolitan Magistrate at Andheri, Mumbai. Under the MoU, the Accused acknowledges his liability and agrees to pay the Complainant a sum of Rs. 30,00,000/- in full and final settlement, payable in three instalments of Rs. 10,00,000/- each on or before 15.08.2025, 15.09.2025, and 15.10.2025, by bank transfer to the Complainant’s designated account. The parties have agreed to seek adjournment of the pending cases until after the last payment date, with the Complainant undertaking to withdraw/compound the complaints under Section 147 of the Act upon full receipt of the settlement amount. In case of default, the Complainant shall be entitled to revive and proceed with the pending complaints. The MoU is governed by Indian law with exclusive jurisdiction of the Courts at Mumbai. 13. The CT & GST Circle, Jharsuguda, has issued an intimation in Form GST DRC-01A dated 31.01.2025 to M/s. Srinibas Pradhan Infra Private Limited (GSTIN: 21ABMCS5389N1ZL) for availing and utilising inadmissible ITC of Rs. 4,32,600/- on inward supplies from M/s. Hanuman Steel and Trading (GSTIN: 22QLFPS6846Q1ZW), found to be a non-existent entity. The department has alleged wrongful availment and utilisation of ITC towards outward tax liability for September 2024, attracting proceedings under Section 74 of the CGST/OGST Act, 2017. The taxpayer has been directed to pay the said tax along with interest of Rs. 6,613/- and penalty equal to the tax (total demand: Rs. 8,71,813/-) Neither the Company nor any of its promoters or directors is a willful defaulter. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 315GOVERNMENT AND OTHER STATUTORY APPROVALS Our Company can undertake this Offer and its current business activities, on the basis of the list of material approvals provided below. Other than as stated below, no further material approvals from any governmental or regulatory authority or any other entity are required to undertake the Offer or continue such business activities. In the event that any of the approvals and licenses that are required for our business operations expire in the ordinary course of business, we make applications for their renewal from time to time. For details in connection with the regulatory and legal framework within which our Company operates, see section “Key Regulations and Policies” on page 201. Certain licenses, approvals, and permissions pertaining to our wholly owned subsidiary are currently held in the name of erstwhile M/s Srinibas Pradhan (Proprietorship). Our wholly owned subsidiary is actively undertaking measures to update and rectify these registrations in due course. I. APPROVALS FOR THE OFFER The Board of Directors have, pursuant to resolutions passed at its meeting held on August 23, 2025 has approved the Issue, subject to the approval by the shareholders of the Company under Section 62 (1)(c) of the Companies Act 2013. The Shareholders have, pursuant to the resolution dated August 25, 2025, under section 62 (1)(c) of the Companies Act 2013, authorized the Issue. II. IN-PRINCIPAL APPROVAL The Company has obtained approval from NSE vide its letter dated November 27, 2025 to use the name of NSE in this Offer document for listing of equity shares on SME Platform of NSE, ‘NSE EMERGE’. NSE is the Designated Stock Exchange III. AGREEMENTS WITH NSDL AND CDSL 1. The Company has entered into an agreement dated March 02, 2024 with the Central Depository Services (India) Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is Maashitla Securities Private Limited for the dematerialization of its shares. 2. The Company has also entered into an agreement dated February 22, 2024 with the National Securities Depository Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is Maashitla Securities Private Limited, for the dematerialization of its shares. 3. The Company’s International Securities Identification Number (ISIN) is INE0TPJ01019. IV. INCORPORATION DETAILS 1. Corporate Identity Number: U45201OR2020PLC034275. 2. Certificate of Incorporation dated September 25, 2020 issued by the Central Registration Centre, Registrar of Companies on behalf of the Jurisdictional Registrar of Companies in the name of ‘Srinibas Pradhan Constructions Private Limited’. 3. Fresh Certificate of Incorporation dated February 09, 2024 issued by the Registrar of Companies, Cuttack, pursuant to conversion of our Company from ‘private limited company’ to a ‘public limited company’ and consequential change in our name to ‘Srinibas Pradhan Constructions Limited’. 316V. APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR COMPANY We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the material approvals required by us to undertake our business activities are set out below: A. Under Direct and Indirect Laws Sr. Nature of License / Particulars of Validity Special conditions, if Authority No. Approvals License / Approvals Period any 1. Permanent Account Income Tax Number (PAN) Department, ABECS5297B Perpetual - Government of India Tax Deduction Income Tax - 2. Account Number Department, BBNS10296G Perpetual (TAN) Government of India Goods & Service Tax Central Government - 3. (GST) for the and Odisha State 21ABECS5297B1ZJ Perpetual Registered Office Government B. Under Industrial and Labour Law Particulars of Sr. Nature of License / Validity Special conditions, Authority License / No. Approvals Period if any Approvals 1. R egistration as P.W.D. Chief Engineer, PH(U), Valid till Contractor in Odisha Public Health Class B Civil 658NA265 March 31, State Engineering Contractor License 2028 Organization, Odisha 2. R egistration under Inspector of Shops and Odisha Commercial Registration No : - Shops & Commercial Establishment - JHA/OSCE/2024/00 Perpetual Establishments Act, (Jharsuguda), 7079 1956 and rules Directorate of Labour, thereunder Odisha 3. T rade License under Orissa Municipal License No.: Valid till Corporation Act, 2003 Belpahar Municipality TL/BLP/2024-06- September - and Orissa Municipal 21/045029 26, 2028 Act, 1950 4. R egistration under Employees' Provident Employees’ Provident Fund Organisation, Establishment Code Funds and Ministry of Labour & Number: Perpetual - Miscellaneous Employment, ORRKL2197739000 Provisions Act, 1952 Government of India 5. R egistration under Employees' State Employees' State Insurance Corporation, Establishment Code Insurance Act, 1948 Ministry of Labour & Number: Perpetual - Employment, 85000269380000699 Government of India 317Particulars of Sr. Nature of License / Validity Special conditions, Authority License / No. Approvals Period if any Approvals 6. R egistration under Odisha State Tax on D.C.S.T., Jharsuguda Professions, Trades, Circle, Commercial Tax Identification Callings and Department, Number: Perpetual - Employments Act, Government of 21274503560 2000 & the Rules made Odisha thereunder 7. L icense under Odisha Licensing Officer - License No.: Valid till • This license is for Inter-State Migrant cum- JHA/ISMW/2025/01 December doing the Civil Work at Workmen District Labour Officer, 1492 31, 2026 Customer’s site by the (Regulation of Jharsuguda migrant workmen Employment & • The license is meant Conditions of Service) for recruiting Amendment Rules, maximum number of 2020 30 migrant workmen during the current calendar years 8. L icense under Odisha Licensing Officer - License No : Valid till • This license is to Contract Labour cum- JHA/CLR&A/2025/ April 22, execute Civil Work at (Regulation & District Labour Officer, 030644 2026 Customer’s site by Abolition) Jharsuguda employing contract Amendments Rules, labour 2020 • The license is meant for recruiting maximum number of 180 contract labour 9. L icense under Licensing Officer - License No : Valid till • This license is to Section 29(2)of cum- JHA/CLR&A/2025/ April 22, execute CIVIL Odisha Contract District Labour 028656 2026 WORK at Labour (Regulation Officer, Jharsuguda Customer’s site by & Abolition) employing contract Amendments Rules, labour. 2020 • The license is meant for recruiting maximum number of 100 contract labour on any day exceed 10. L icense under Contract Licensing Officer - Licence No: Valid till • This license is to Labour (Regulation cum- SUN/R&A/2026/03 January execute Civil Work for and Abolition) Act, District Labour Officer, 4326 13, 2027 Customer by 1970 Jharsuguda employing contract labour. The license is meant for recruiting maximum number of 50 contract labour on any day 318Particulars of Sr. Nature of License / Validity Special conditions, Authority License / No. Approvals Period if any Approvals 11. L icense under Contract Licensing Officer - Licence No: Valid till • This license is to Labour (Regulation cum- District Labour JHA/R&A/2025/032 November execute Major and Abolition) Act, Officer, Jharsuguda 830 12, 2026 Maintenance Work of 1970 Road for Customer’s site. • The license is meant for recruiting maximum number of 50 contract labour on any day C. Other Registrations and Certifications Particulars of Sr. Nature of License / Validity Special conditions, Authority License / No. Approvals Period if any Approvals 1. Certificate of Registration to certify Orissa Doot Private Valid till the compliance with Limited (ODPL ISO 9001:2015 January - Quality Management Certification) 06, 2028 System 2. Certificate of Registration to certify Orissa Doot Private Valid till the compliance with Limited (ODPL ISO 14001:2015 January - Environment Certification) 06, 2028 Management System 3. Certificate of Registration to certify Orissa Doot Private Valid till the compliance with Limited (ODPL ISO 45001:2018 January 06, - Occupational Health Certification) 2028 And Safety Management System 4. Registration Certificate Ministry of Micro, under Micro, Small and Small & Medium UDYAM-OD-14- Medium Enterprises Perpetual Enterprises, 0004942 Development Act, Government of India 2006 5. LEI Certificate LEI Code: Valid till Legal Entity Identifier 3358003NZJNHV3 December India Limited PW5K34 09, 2026 D. Material approvals expired and for which renewal has been applied for Nil E. Material approvals expired and renewal to be applied for Nil 319F. Material approvals required but not obtained or applied for Nil G. Domain Name Our Company has domain name ‘www.srinibaspradhan.com’ registered in its name. VI. APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR WHOLLY OWNED SUBSIDIARY Our wholly owned subsidiary, Srinibas Pradhan Infra Private Limited, requires various approvals and/ or licenses under various rules and regulations to conduct the business. Some of the material approvals required by our wholly owned subsidiary to undertake business activities are set out below: A. Under Direct and Indirect Laws Sr. Nature of License / Particulars of Validity Special conditions, if Authority No. Approvals License / Approvals Period any 1. Permanent Account Income Tax Number (PAN) Department, ABMCS5389N Perpetual - Government of India Tax Deduction Income Tax - 2. Account Number Department, BBNS14652B Perpetual (TAN) Government of India Goods & Service Tax Central Government - 3. (GST) for the and Odisha State 21ABMCS5389N1ZL Perpetual Registered Office Government B. Under Industrial and Labour Law Sr. Nature of License Particulars of License / Validity Special Authority No. / Approvals Approvals Period conditions, if any 1. Registration as Chief Engineer, Valid till P.W.D. Contractor PH(U), Public Health Class A Civil 556BB473 March 31, in Odisha State Engineering Contractor License 2028 Organization, Odisha 2. Registration under Inspector of Shops Odisha and Commercial Shops & Establishment - Registration No: Commercial (Jharsuguda), Perpetual - JHA/OSCE/2024/007078 Establishments Directorate Of Act, 1956 and rules Labour, Odisha thereunder 3. Trade License under Orissa License No.: Valid till Belpahar Municipal TL/BLP/2024-06- January 16, - Municipality Corporation Act, 21/045028 2029 2003 and Orissa 320Sr. Nature of License Particulars of License / Validity Special Authority No. / Approvals Approvals Period conditions, if any Municipal Act, 1950 4. Registration under Employees' Provident Employees’ Fund Organisation, Establishment Code Provident Funds Ministry of Labour & Number: Perpetual - and Miscellaneous Employment, ORRKL3180956000 Provisions Act, Government of India 1952 5. Registration under Employees' State Employees' State Insurance Establishment Code Insurance Act, Corporation, Number: Perpetual - 1948 Ministry of Labour & 85000419600000999 Employment, Government of India 6. Registration under Odisha State Tax D.C.S.T., Jharsuguda on Professions, Circle, Commercial Trades, Callings Identification Number: Tax Department, Perpetual - and Employments 21454503558 Government of Act, 2000 & the Odisha Rules made thereunder 7. License under Licensing Officer - Licence No: Valid till • This license is to Contract Labour cum- District Labour SAM/R&A/2024/026431 November execute Civil Work (Regulation and Officer, Jharsuguda 27, 2026 for Customer’s site Abolition) Act, by employing 1970* contract labour. • The license is meant for recruiting maximum number of 50 contract labour on any day * Abovementioned certificates are in name of Srinibas Pradhan (Proprietorship) that was acquired by our Wholly Owned Subsidiary. C. Other Registrations and Certifications Sr. Nature of License / Particulars of License / Validity Special Authority No. Approvals Approvals Period conditions, if any 1. LEI Certificate LEI Code: Valid till Legal Entity Identifier 335800T3PVKUVEPG5Z8 June 13, - Entity Limited 3 2030 2. Udyam Registration Certificate under Ministry of Micro, Micro, Small and Small & Medium UDYAM-OD-14-0013901 Perpetual - Medium Enterprises Enterprises, Development Act, Government of India 2006 321Sr. Nature of License / Particulars of License / Validity Special Authority No. Approvals Approvals Period conditions, if any 3. Consent to Operate Consent to operate Existing / New Hot Mix Plant to Operation of the plant Manufacture under Section 25 / 26 Regional Office, State Consent Order Number: 2,88,000 MT/Month of the Water Pollution Control 0189/SPCB/RKC (APC & Valid till Bituminous (Prevention and Board, Department of WPC) March 31, Macadam at Plot No. Control of Pollution) Forest, Environment 2026 813, Baghmara Shiv Act, 1974 and Section and Climate Change, Temple Road, 21 of the Air Government of Odisha Belpahar, (Prevention and Brajarajnagar, Dist.- Control of Pollution) Act, 1981* Jharsuguda, Odisha * Above mentioned certificate are in name of Srinibas Pradhan (Proprietorship) that was acquired by our Wholly Owned Subsidiary. D. Material approvals expired and for which renewal has been applied for Nil E. Material approvals expired and renewal to be applied for Nil F. Material approvals required but not obtained or applied for Our wholly owned subsidiary is yet to receive certain approvals for carrying out its business and operations, details of such approvals have been provided below: Authority to be applied for Impact on the Company / wholly Sr. No. Details of License the license owned subsidiary In the event, our Subsidiary is unable to License cum mining lease for obtain approvals required for conducting Lahandabud Sand Bed C, Ac. Office of the Tahasildar, 1. mining operations, in a timely manner or 12.00, Case No. 07/2021 for Jharsuguda at all, it might be unable to initiate its five years* activities in the sand mining segment. *Our wholly owned subsidiary has received an Intimation dated July 30, 2022, in the name of erstwhile M/s Srinibas Pradhan, from the Office of the Tahasildar, Jharsuguda as a Successful Bidder for License cum mining lease for Lahandabud Sand Bed C, Ac. 12.00, Case No. 07/2021 for five years. Further, our wholly owned subsidiary has already submitted Replenishment Study Report prepared under Sustainable Sand Mining Management Guidelines 2016 and Enforcement & Monitoring Guidelines for Sand Mining Guidelines issued in January 2020 to take the license application forward. On December 11, 2024, State Pollution Control Board issued a letter acknowledging the request for public consultation / hearing, the hearing has been conducted and the environmental clearance is pending from the competent authority. G. Domain Name Nil 322VII. INTELLECTUAL PROPERTY For details regarding Intellectual property rights of the Company, please see Chapter titled “Our Business” on page no. 157 of this Red Herring Prospectus. It must, however be, distinctly understood that in granting the above-mentioned approvals, the Central government, state government and other authorities do not take any responsibility for the financial soundness of the company or for the correctness of any of the statements. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 323OTHER REGULATORY AND STATUTORY DISCLOSURES AUTHORITY FOR THE OFFER The Offer has been authorized by a resolution passed by our Board of Directors at its meeting held on August 23, 2025 and by the shareholders of our Company by a special resolution, pursuant to Section 62(1)(c) of the Companies Act, 2013, passed at the Extra Ordinary General Meeting of our Company held on August 25, 2025 at the registered office of the Company. Our Board has approved this Red Herring Prospectus pursuant to its resolution dated February 26, 2026. We have also obtained all necessary statutory approvals required for this Issue. For further details, refer to the chapter titled “Government and Other Approvals” beginning on page no. 316 of this Red Herring Prospectus. APPROVAL FROM THE SELLING SHAREHOLDER(S) The Selling Shareholders have authorized and confirmed inclusion of its portion of the Offered Shares as part of the Offer for Sale, as set out below: Name of the Selling Shareholder Consent Letter dated No. of Equity Shares offered Srinibas Pradhan August 26, 2025 1,80,000 Ramakanta Pradhan August 26, 2025 1,80,000 The Selling Shareholders have confirmed that it has held the offered shares for a period of at least one year prior to the date of filing of this Red Herring Prospectus and that it is in compliance with the SEBI ICDR Regulations and are eligible for being offered in the Offer for sale. IN-PRINCIPLE APPROVAL FROM THE STOCK EXCHANGE For the purpose of this Offer, Emerge Platform of National Stock Exchange of India Limited is the Designated Stock Exchange. Our Company has received ‘in-principle’ approval from the Emerge Platform of National Stock Exchange of India Limited (“NSE EMERGE”) for the listing of our Equity Shares pursuant to the letter dated November 27, 2025 bearing reference no. NSE/LIST/6064. PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES Our Company, our Promoters, our Directors, the members of our Promoter Group, and the persons in control of our Promoters or our Company are not prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Our Company, Promoters or Directors or the Selling Shareholder have neither been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the RBI. COMPLIANCE WITH THE SIGNIFICANT BENEFICIAL OWNERS RULES, 2018 Our Company, our Promoters and the members of the Promoter Group are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018 as amended from time to time, to the extent in force and applicable, as on the date of this Red Herring Prospectus. 324DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET We confirm that none of our Directors are, in any manner, associated with the securities market except for trading on day- to-day basis for the purpose of investment and there is no outstanding action initiated by SEBI against any of our Directors in the five years preceding the date of this Red Herring Prospectus. ELIGIBILITY FOR THE OFFER Our Company is an Unlisted Issuer and is eligible for the Offer in accordance with Regulation 229(1) and other provisions of Chapter IX of the SEBI (ICDR) Regulations, as we are an Issuer whose post-Offer face value capital will not be more than Rs. 1000.00 Lakhs, and we propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”), in this case being the Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”). Further, our Company satisfies track record and/or other eligibility conditions of Emerge Platform of National Stock Exchange of India Limited in the following manner: 1) Our Company has been incorporated under the Companies Act 2013. 2) As on the date of this Red Herring Prospectus, our Company has a total paid up capital of Rs. 614.74 Lakhs and the Company is proposing Fresh Issue of 1713600 Equity Shares of Rs. 10/- each which would make the post offer capital Rs. 786.10 Lakhs which is below Rs. 1000.00 Lakhs. 3) Our Company was incorporated on September 25, 2020 with the Registrar of Companies, Cuttack under the Companies Act, 2013 in India, hence is in existence for a minimum period of 3 years on the date of filing the Red herring Prospectus and has a track record of more than 3 years with a track record of operations for more than one full financial year and audited financial results for more than one full financial year. 4) The Company confirms that it has minimum operating profit (earnings before interest, depreciation and tax) of Rs.100.00 Lakhs from operations for at least 2 out of 3 previous financial years and its net-worth (Consolidated Restated) for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 is positive: (Rs. In Lakhs) For the financial year ended on Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit Before Tax 880.47 476.69 197.93 Add- Depreciation 269.84 56.80 13.16 Add- Interest on Loan 154.39 24.22 4.13 Less- Other Income (4.11) (0.11) (0.13) Operating profit (earnings before interest, 1300.58 557.60 215.09 depreciation, and tax) from operations Net Worth (Consolidated) 1590.73 771.56 266.67 5) The company/entity has positive Free cash flow to Equity (FCFE) for at least 2 out of 3 financial years as per audited financials preceding the application. (Rs. In Lakhs) For the financial year ended on Particulars March 31, 2025 March 31, 2024 March 31, 2023 Net Cash flow from Operations (1,378.76) 276.43 (39.31) Less- Purchase of Fixed Assets (net of sale proceeds (55.90) (276.21) (41.25) of Fixed Assets) Add- Net Total Borrowings (net of repayment) 1,537.90 181.82 75.47 Less- Interest expense (1-T) (97.39) (13.43) - Free cash flow to Equity (FCFE) 5.85 168.61 (5.09) 3256) Our Company confirms that, Offer for sale (OFS) by selling shareholders in SME IPO shall not exceed 20% of the total offer size and selling shareholders will not sell more than 50% of their holding. 7) We confirm that, our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR) or no proceedings have been admitted under Insolvency and Bankruptcy Code against the issuer and Promoting companies. 8) Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code, 2016. 9) The object of the offer does not consist of Repayment of Loan from Promoter, Promoter Group or any related party, from the offer proceeds, whether directly or indirectly. 10) Our Company has no restrictive clauses in the Articles of Association with respect to offer, transferability and/or listing of securities, and if any restrictive clauses are found, they will be amended/deleted before Listing. 11) The provisions of the Memorandum of Association and Articles of Association of the issuer are not inconsistent with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable laws, rules or regulations. 12) Our Company, its promoters, group companies, companies promoted by the promoters as disclosed in the offer document, have not been in default in payment of listing fees to any stock exchange in the last three years or has not been delisted or suspended from trading in the past and has not been proceeded against by SEBI or other regulatory authority in connection with investor related issues. 13) There is no winding up petition against the company, which has been admitted by a Court of competent jurisdiction or a liquidator has not been appointed. 14) No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against the company. 15) The directors of the issuer are not associated with the securities market in any manner, and there is no outstanding action against them initiated by the Board in the past five years 16) We confirm that: i. there is no material regulatory or disciplinary action by a stock exchange or regulatory authority in the past one year in respect of promoters/ group companies, companies promoted by the promoters/ of the applicant company. ii. there is no default in respect of payment of interest and/or principal to the debenture/ bond/ fixed deposit holders, banks, FIs by the applicant, promoters/ promoting company(ies), group company, companies promoted by the promoters/ promoting company(ies) during the past three years. iii. there are no litigations record against the applicant, promoters/promoting company(ies), group company, companies & promoted by the promoters/ promoting company(ies) except as stated in the section titled “Outstanding Litigation and Material Developments” beginning on page 310 of this Red Herring Prospectus. iv. there are no criminal cases/investigation/offences filed against the director of the company except as stated in the section titled “Outstanding Litigation and Material Developments” beginning on page 310 of this Red Herring Prospectus. v. There are 1 IPO Draft Offer Documents of Novus Capital Advisors Private Limited (Formerly known as Fast Track Finsec Private Limited), which has been returned by BSE. Details of the returned IPOs are as follows: 326S. No. Name of Entity Date of Return 1. Kanone Technologies Limited December 01, 2025 17) We confirm that, our company or any of its promoters or any of its directors are not declared as ‘Fraudulent Borrower’ by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016. 18) 100% of Promoter holding are held in dematerialized form as on the date of filling offer document with the Exchange. 19) We confirm that nothing in this Red Herring Prospectus is contrary to the provisions of Companies Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder. Our Company is in compliance with the following conditions specified in Regulation 228 of the SEBI (ICDR) Regulations: (a) Neither our Company nor any of our Promoter(s), members of Promoter Group or our Director(s) or Selling Shareholders are debarred from accessing the capital markets by SEBI; (b) Neither our Promoter(s) nor any of our Director(s) is a promoter or a director of any other company which is debarred from accessing the capital market by the SEBI; (c) Neither our Company nor any of our Promoter(s) or Director(s) is wilful defaulter or fraudulent borrower; and (d) Neither our Promoters nor any of our Director(s) is a fugitive economic offender. (e) There are no outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer. Our Company is in compliance with the following conditions specified in Regulation 230 of SEBI (ICDR) Regulations: (a) Our Company has made an application to SME Exchange(s) for listing of its Equity Shares on such SME Exchange(s) and has chosen Emerge Platform of National Stock Exchange of India Limited as its Designated Stock Exchange in terms of Schedule XIX. (b) Our Company has entered into the tripartite agreement with the depositories for facilitating trading in dematerialized mode. Our Company has been allotted the ISIN Code: INE0TPJ01019 (c) The Equity Shares are fully paid and there are no partly paid-up Equity Shares as on the date of filing this Red Herring Prospectus. (d) All Equity Shares held by our Promoters are in dematerialized form. (e) Firm arrangements of finance through verifiable means towards seventy-five per cent (75%) of the stated means of finance for the project (the object for which monies are proposed to be raised to cover the objects of the Offer) proposed to be funded from Offer proceeds, excluding the amount to be raised through the proposed public Offer or through existing identifiable internal accruals -are not applicable to our Company. (f) The size of the Offer for Sale by the selling shareholders shall not exceed 20% of the total offer size. (g) The shares offered for sale by each selling shareholder shall not exceed 50% of their pre-offer shareholding on a fully diluted basis 327(h) The amount dedicated for general corporate purposes, as mentioned in “Objects of the Offer” on page 111, does not exceed fifteen per cent (15%), of the amount being raised by the Issuer or 10 crores, whichever is lower. (i) The amount for general corporate purposes and such objects where our Company has not identified acquisition or investment target, as mentioned in “Objects of the Offer” on page 111, does not exceed thirty-five per cent (35%) of the amount being raised by our Company. We confirm that: (a) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, a copy of the Red Herring Prospectus will be filed with the SEBI through the BRLM immediately upon filing of the offer document with the Registrar of Companies, however, as per Regulation 246 (2) of the SEBI (ICDR) Regulations, 2018, The SEBI shall not issue any observation on the offer document. Also, we shall ensure that our Book Running Lead Manager submits the copy of Red Herring Prospectus along with a Due Diligence Certificate as per Form A of Schedule V to SEBI (ICDR) Regulations including additional confirmations as required by SEBI at the time of submission of the Red Herring Prospectus with SEBI in Form G of Schedule V to SEBI (ICDR) Regulations. In accordance with sub-regulation (5) of Regulation 246 of SEBI (ICDR) Regulations, a soft copy of the Red Herring Prospectus and Prospectus shall be submitted to SEBI. (b) In accordance with Regulation 247(1) of the SEBI (ICDR) Regulations, 2018, we shall ensure that the offer document filed with the SME exchange will be made available to public for comments for a period of at least twenty-one days from the date of filing, by hosting it on the websites of the issuer, SME exchange, and the Book Running Lead Manager. (c) The face value of Equity Shares of Our Company is Rs. 10/- for each Equity Share. As detailed in the chapter “Capital Structure” on page 95. (d) Price of the Equity Shares is not less than the face value of the Equity Shares. For further details pertaining to pricing of Equity Shares please refer to “Capital Structure” on page 95. (e) In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Offer has been hundred percent (100%) underwritten and that the Book Running Lead Manager to the Offer shall underwrite at least fifteen per cent (15%) of the total Offer size. For further details pertaining to said underwriting please refer to “General Information – Underwriting” on page 91. (f) In accordance with Regulation 261 of the SEBI ICDR Regulations, the Book Running Lead Manager will ensure compulsory market making for a minimum period of three (3) years from the date of listing of Equity Shares issued in the Offer. For further details of the market making arrangement see the chapter titled “General Information” beginning on page 85. (g) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the total number of proposed allottees in the Offer is greater than or equal to Two Hundred (200), otherwise, the entire application money will be refunded forthwith. If the Equity Shares are not allotted and/or the application monies are not refunded or unblocked within four (4) days, our Company shall pay interest at the rate of fifteen (15%) per annum from expiry of four (4) days. (h) We have a website: www.srinibaspradhan.com (i) We confirm that Book Running Lead Manager i.e., Novus Capital Advisors Private Limited (Formerly known as Fast Track Finsec Private Limited) are not associates as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 of our Company. 328(j) We further confirm that we shall be complying with all the other requirements as laid down for such an Offer under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock Exchanges. COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI (ICDR) REGULATIONS Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR) Regulations. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations, 2018 with respect to the Offer. Further, our Company has not been formed by the conversion of a partnership firm into a company. DISCLAIMER CLAUSE OF THE SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS 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 RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER BEING, NOVUS CAPITAL ADVISORS PRIVATE LIMITED (FORMERLY KNOWN AS FAST TRACK FINSEC PRIVATE LIMITED), HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS 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. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 26, 2026. IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS. DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/6064 dated November 27, 2025, permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed 329on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer . Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. NSE does not in any manner be responsible for any direct, indirect, consequential or other losses or damages including loss of profits incurred by any investor or any third party that may arise from any reliance on this offer document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof. The Company has chosen the Emerge platform of NSE Limited on its own initiative and at its own risk, and is responsible for complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by NSE / other regulatory authority. Any use of the Emerge platform and the related services are subject to Indian Laws and Courts exclusively situated in Mumbai. DISCLAIMER FROM OUR COMPANY, OUR DIRECTOR(S), SELLING SHAREHOLDER(S) AND THE BOOK RUNNING LEAD MANAGER Our Company, the Directors, the Selling Shareholders and the Book Running Lead Manager accept no responsibility for statements made otherwise than in this 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.srinibaspradhan.com, would be doing so at his or her own risk. The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Offer Agreement dated September 08, 2025 entered into between the Book Running Lead Manager and our Company and the Underwriting Agreement dated February 06, 2026 entered into between the Underwriter(s) and our Company and the Market Making Agreement dated February 06, 2026 entered into among the Book Running Lead Manager, the Market Maker and our Company. All information shall be made available by our Company, the Selling Shareholders and the Book Running Lead Manager 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 collection centers or elsewhere. None among our Company or the Selling Shareholder is liable for any failure in (i) uploading the Applications due to faults in any software/ hardware system or otherwise; or (ii) the blocking of Applications Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or noncompliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. Applicants will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholder, Underwriters 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 offer, allot, 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 Shareholder and their respective 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 Manager and its associates and affiliates may engage in transactions with and perform services for our Company and our respective affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company and our respective affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. 330Note: Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our Company, the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriter and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our Company. DISCLAIMER IN RESPECT OF JURISDICTION Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Jharsuguda, Odisha 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 shares, Indian Mutual Funds registered with the SEBI, VCFs, AIFs, public financial institutions, scheduled commercial banks, state industrial development corporation, permitted national investment funds, NBFC-SIs, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance companies and pension funds, insurance funds set up and managed by the army and navy and insurance funds set up and managed by the Department of Posts, India) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to acquire and hold the Equity Shares. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that the Red Herring Prospectus will be registered with the RoC. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and the 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 the Red Herring Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of our Company from the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. DISCLAIMER CLAUSE UNDER RULE 144 OF THE U.S. SECURITIES ACT The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, to any persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, Issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the 331registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India. LISTING National Stock Exchange of India Limited is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Offer. An application shall be made to National Stock Exchange of India Limited for obtaining permission for listing of the Equity Shares being offered and sold in the Offer on its EMERGE Platform after the allotment in the Offer. If the permission to deal in and for an official quotation of the Equity Shares on the Emerge Platform of NSE India Limited is not granted, our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus. The allotment letters shall be issued or application money shall be refunded / unblocked within four (4) days from the closure of the Offer or such lesser time as may be specified by SEBI or else the application money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of fifteen per cent (15%) per annum for the delayed period as prescribed under Companies Act, 2013, the SEBI (ICDR) Regulations and other applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at Emerge Platform of National Stock Exchange of India Limited are taken within three (3) Working Days of the Offer Closing Date. The Company has obtained approval from National Stock Exchange of India Limited vide letter dated November 27, 2025 to use the name of NSE in this Red Herring Prospectus for listing of equity shares on Emerge Platform of National Stock Exchange of India Limited. CONSENTS Consents in writing of the Director(s), the Promoter(s), the Selling Shareholders, the Chief Financial Officer, the Company Secretary & Compliance Officer, the Statutory Auditor, the Banker to the Company, the Book Running Lead Manager, Registrar to the Offer, Banker to the Offer, Sponsor Bank, Refund Banker, Legal Advisor to the Offer and Underwriter to the Offer 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 Sections 26, 28 and 32 of the Companies Act, 2013. Further, such consents have not been withdrawn as on the date of this Red Herring Prospectus. EXPERT OPINIONS Our Company has obtained the expert opinions as detailed description please refer to the section titled “General Information” beginning on page 85 of this Red Herring Prospectus. PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY OUR COMPANY DURING THE LAST FIVE YEARS Except as disclosed in the section titled “Capital Structure” beginning on page 95 of this Red Herring Prospectus, our Company has not made any public issue or rights issue (as defined under the SEBI ICDR Regulations) during the five years immediately preceding the date of this Red Herring Prospectus. UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON PREVIOUS OFFERS OF THE EQUITY SHARES IN THE LAST FIVE YEARS Since this is the initial public offer of Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in since incorporation. 332PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY LISTED GROUP COMPANIES, SUBSIDIARIES AND ASSOCIATE IN THE LAST THREE YEARS Neither our Company, any of our Group Companies, Subsidiaries or Associate have undertaken any capital issue or any public or rights issue in the last three years or listed or have made any application for listing on any stock exchange in India or overseas, preceding date of filing this Red Herring Prospectus. For further information refer to the chapter “Capital Structure” beginning on page 95 of this Red Herring Prospectus. PERFORMANCE VIS-À-VIS OBJECTS Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public Offering” in terms of the SEBI (ICDR) Regulations. Our Company and the Promoters do not have securities listed on any stock exchange. There is no listed subsidiary company as on the date of this Red Herring Prospectus. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 333TRACK RECORD OF THE PAST ISSUES HANDLED BY THE LEAD MANAGER For details regarding the price information and the track record of the past Issues handled by the Book Running Lead Manager to the Offer as specified in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, Issued by the SEBI, please refer to “Annexure-A” to the prospectus and the website of the Book Running Lead Manager at www.novuscaps.com ANNEXURE-A Disclosure of Price Information of Past Issues Handled by Merchant Banker(s) TABLE 1 S.No Issuer Name Issue Issue Listing Opening +/-% change +/-% change +/-% change SME/ . Size Price Date Price on in closing in closing in closing Main (Rs. in Listing price, [+/-% price, [+/-% price, [+/-% (Rs.) Board Cr.) Date change in change in change in closing closing closing benchmark]- benchmark]- benchmark]- 30th calendar 90th calendar 180th days from days from calendar listing listing days from listing (15.44) (34.60) Snehaa Organics September 32.68 122.00 122.00 NA SME 1. Limited 05, 2025 0.62 5.23 Mahendra (16.33) (3.64) (15.33) Realtors & August 20, 49.44 85.00 68.00 SME 2. Infrastructure 2025 1.10 (3.43) 2.53 Limited Medistep (33.47) (40.81) (52.93) August 18, Healthcare 16.09 43.00 53.00 SME 3. 2025 Limited 1.82 (4.51) 2.39 5.17 (28.44) (46.13) Cedaar Textile July, 07, 60.90 140.00 119.00 SME 4. Limited 2025 3.48 (2.23) (2.62) 17.98 67.71 47.80 Jainik Power June 17, 51.29 110.00 82.00 SME 5. Cables Limited 2025 1.03 0.87 4.80 0.55 3.78 34.44 Nikita Papers June 03, 67.54 104.00 90.00 SME 6. Limited 2025 (3.40) 0.34 6.77 Gajanand (42.60) (50.13) (61.40) September International 20.64 36.00 42.00 SME 7. 16, 2024 Limited (1.62) (4.12) 13.33 42.55 68.00 85.00 (26.16) (29.94) (35.41) SME 8. 334Ambey July 11, Laboratories 0.13 2.73 5.41 2024 Limited Akiko Global (18.80) (14.30) (14.68) Services Limited July 02, 23.11 77.00 98.00 SME 9. 2024 3.68 3.55 (1.29) Enser (2.99) 146.36 274.54 March 22, Communications 16.17 70.00 72.00 SME 10. 2024 Limited 1.08 6.65 15.03 (17.66) (27.57) 23.91 Sungarner August 31, 5.31 83.00 250.00 SME 11. E nergies Limited 2023 (0.95) 4.37 15.29 Pearl Green 3.27 (0.50) (2.92) July 07, Clubs and 11.71 186.00 189.05 SME 12. 2022 Resorts Limited 11.95 45.52 102.80 Globesecure 212.94 313.07 125.47 June 02, Technologies 10.12 29.00 36.5 SME 13. 2022 Limited (5.35) 14.94 38.57 Jeena Sikho April (12.69) (18.16) (15.17) 55.50 150.00 165.1 SME 14. L ifecare Limited 19,2022 (2.42) (7.09) 22.78 SBL Infratech September (55.20) (64.8) (47.72) 2.37 111.00 130.00 SME 15. Limited 28, 2021 (0.53) (3.77) (3.48) Kranti Industries February (1.22) 2.84 (12.04) 2.09 37.00 35.25 SME 16. Limited 28, 2019 (8.38) 1.62 (3.16) Goblin India October 125.71 80.21 (27.20) 15.20 52.00 55.00 SME 17. Limited 15, 20219 4.62 8.70 (20.29) Ascom Leasing 5.00 0.00 15.83 December and Investments 6.32 30.00 30.25 SME 18. 06, 2019 Limited (0.60) (5.47) (15.60) Trekkingtoes.Co August 28, (55.59) (59.90) (67.92) 4.54 105.00 99.75 SME 19. m Limited 2020 (3.77) 12.14 28.67 Note: All share price data is from www.bseindia.com and www.nseindia.com Note: • The S&P, SME IPO, Sensex and CNX Nifty are considered as the Benchmark Index. • Prices on BSE/NSE are considered for all of the above calculations. • In case the 30th/90th/180th day is not a trading day, the closing price on BSE/NSE of the next trading day has been considered. In case 30th/90th/180th days, scrips are not traded then the last trading price has been considered. 335TABLE 2 Summary Statement of Disclosure Financia Total Total No. of IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading l no. of Amoun at premium-180th at discount-30th at premium-30th at discount-180th IPOs t of Year calendar days from Funds calendar days from calendar days from calendar days from raised listing listing listing listing (Rs. Cr.) Over Betwee Less Over Betwee Less Over Betwee Less Over Betwee Less n n than n than n than 50% than 50% 50% 50% 25% 25% 25% 25-50% 25-50% 25-50% 25-50% 25% 2025-26* 6 277.94 - 1 2 - 3 1 1 1 - 2 - 2024-25 3 88.44 - 2 1 - - - 1 1 1 - - - 2023-24 1 21.48 - - - 1 - - - - - - - - 2022-23 3 77.32 - - 1 1 - 1 - - 2 1 - - 2021-22 1 2.37 1 - - - - - - 1 - - - - 2020-21 1 4.54 1 - - - - - 1 - - - - - 2019-20 2 21.52 1 - 1 - - - - 1 1 - - - 2018-19 1 2.09 - - 1 - - - - - 1 - - - *Upto the date of this Red Herring Prospectus Note: 1) Benchmark Index considered as Sensex 30 Index and Nifty 50 Index. 2) Prices on NSE/BSE are considered for all of the above calculations. 3) In case the 30th/90th/180th day is a holiday, the closing price on NSE/BSE of the previous trading day has been considered. 4) In case the 30th/90th/180th day, scrips are not traded then the closing price on NSE/BSE of the previous trading day has been considered For details regarding the track record of the Lead Manager, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, please see the website of the Book Running Lead Manager as set forth in the table below: - Name of the Book running lead manager Website Novus Capital Advisors Private Limited www.novuscaps.com (Formerly known as Fast Track Finsec Private Limited) 336STOCK MARKET DATA OF EQUITY SHARES Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public Offering” in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the Equity Shares of our Company. MECHANISM FOR INVESTOR GRIEVANCES AND REDRESSAL SYSTEM Our Company has appointed Maashitla Securities Private Limited as the Registrar to the Offer, to handle the investor grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to the present Offer may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the applicant, UPI ID (if applicable), number of Equity Shares applied for, amount paid on application and name of bank and branch. The Company would monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily. The Registrar to the Offer, namely, Maashitla Securities Private Limited, will handle investor’s grievances pertaining to the Offer. A fortnightly status report of the complaints received and redressed by them would be forwarded to the Company. The Company would also be co-coordinating with the Registrar to the Offer in attending to the grievances to the investor. All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB where the Application Form was submitted by the Applicant. We estimate that the average time required by us or the Registrar to the Offer or the SCSBs for the redressal of routine investor grievances will be twenty one (21) calendar days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. Our Company has constituted Stakeholders Relationship Committee in the meeting of our Board of Director(s) before listing of Equity Shares on Stock Exchange. For further details on the Committees, please refer to the section titled “Our Management” beginning on page 218. Our Company has appointed Ms. Surbhi Agrawal as the Company Secretary and Compliance Officer to redress the complaints, if any, of the investors participating in the Offer. Contact details for our Compliance Officer are as follows: Name: Surbhi Agrawal Address: Plot No. 813, Khata No. 106/548, Brajraj Nagar, Chhualiberna, Jharsuguda, Belpahar Rs, Jharsuguda, Belpahar, Orissa, India, 768217 Tel: +91 6645 251105 Email: cs@srinibaspradhan.com Website: www.srinibaspradhan.com Investors can contact the Compliance Officer 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, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. Pursuant to the press release no. PR. No. 85/2011 dated 8th June 2011, SEBI has launched a centralized web-based complaints redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the status of redressal of such complaints from anywhere. For more details, investors are requested to visit the website www.scores.gov.in. 337STATUS OF INVESTOR COMPLAINTS We confirm that we have not received any investor complaint during the three (3) years preceding the date of this Red Herring Prospectus and hence there are no pending investor complaints as on the date of this Red Herring Prospectus. DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT AS THE COMPANY As on the date of filing this Red Herring Prospectus, our Company does not have any group companies or subsidiary companies listed on any stock exchange, so disclosure regarding mechanism for disposal of redressal of investor grievances for any group companies or subsidiary companies is not applicable. DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be twenty one (21) Calendar Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. IMPERSONATION Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who – (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.” The liability prescribed under Section 447 of the Companies Act, 2013, includes, for frauds involving an amount of at least Rs. 10,00,000/- or one per cent. of the turnover of the Company, whichever is lower, imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. Where the fraud involves an amount less than Rs. 10,00,000/- (Rupees Ten lakhs only) or one percent (1%) 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 (5) years or with fine which may extend to Rs. 50,00,000/- (Rupees Fifty lakhs only) or with both. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI The Company has not sought for any exemptions from complying with any provisions of securities laws granted by SEBI. 338SECTION VIII – OFFER INFORMATION TERMS OF THE OFFER The Equity Shares being offered pursuant to this offer shall be subject to the provision of the Companies Act, SEBI (ICDR) Regulations, SCRA, SCRR, Listing Regulations, our Memorandum and Articles of Association, the terms of this Red Herring Prospectus, Prospectus, Bid-cum-Application Form, the Revision Form, the Confirmation of Allocation Note (‘CAN’), Allotment advices, and other terms and conditions as may be incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications, and regulations relating to the issue of capital and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchange, the RoC, the RBI, the Foreign Investment Promotion Board (FIPB), and/or any other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the Government of India, the Stock Exchange, the RoC, the RBI, the Foreign Investment Promotion Board (FIPB),and/or any other authorities while granting its approval for the Offer. Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Offer shall use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, SEBI through its UPI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, has introduced an alternate payment mechanism using Unified Payments Interface (UPI) and consequent reduction in timelines for listing in a phased manner. From December 1, 2023, the UPI Mechanism for Individual Investors applying through Designated Intermediaries was made effective along-with the existing process existing timeline of T+3 days. Further, vide the said circular, Registrar to the Offer and Depository Participants have been also authorised to collect the Application forms. Investors may visit the official website of the concerned stock exchange for any information on operationalization of this facility of form collection by Registrar to the Offer and DPs as and when the same is made available. THE OFFER The present Public Offer consists of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholder. 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 111 of this Red Herring Prospectus. AUTHORITY FOR THE OFFER The present Public Offer of up to 20,73,600 Equity Shares comprising of fresh issue of up to 17,13,600 Equity Shares and Offer for Sale of up to 3,60,000 Equity Shares, which have been authorized by a resolution of the Board of Directors of our Company at their meeting held on August 23, 2025 and was approved by the Shareholders of the Company by passing Special Resolution at the Extraordinary General Meeting held at a shorter notice on August 25, 2025 in accordance with the provisions of Section 62(1)(c) of the Companies Act, 2013. The Offer for Sale has been authorized by the Selling Shareholder, as detailed below: Name of Selling Shareholder Date of Consent Letter No. of Equity Shares Offered Srinibas Pradhan August 26, 2025 1,80,000 Ramakanta Pradhan August 26, 2025 1,80,000 339RANKING OF EQUITY SHARES The Equity Shares being offered and transferred, as applicable, shall be subject to the provisions of the Companies Act, 2013, our Memorandum and Articles of Association, SEBI Listing Regulations, SEBI ICDR Regulations, SCRA and shall rank pari-passu in all respects with the existing Equity Shares of our Company including in respect of the right to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment. For further details, please refer to Section titled “Main Provisions of the Articles of Association” beginning on page 388 of the Red Herring Prospectus. MODE OF PAYMENT OF DIVIDEND The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other rules, regulations or guidelines as may be issued by the Government of India in connection thereto and as per the recommendation by the Board of Directors and approved by the Shareholders, at their discretion and will depend on a number of factors, including but not limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends in cash and as per provisions of the Companies Act and our Articles of Association. Further Interim Dividend (if any declared) will be approved by the Board of Directors. For further details, please refer to chapter titled “Dividend Policy” and “Main Provisions of Article of Association” beginning on page 248 and 388 respectively of this Red Herring Prospectus. FACE VALUE, OFFER PRICE, FLOOR PRICE AND PRICE BAND The face value of each Equity Share is Rs. 10/- and the Offer Price at the lower end of the Price Band is Rs. [●] per Equity Share (“Floor Price”) and at the higher end of the Price Band is Rs. [●] per Equity Share (“Cap Price”). The Price Band and the minimum Bid Lot size will be decided by our Company in consultation with the Book Running Lead Manager, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in all editions of Business Standard, an English national daily newspaper and all editions of Business Standard, a Hindi national daily newspaper and all editions of Pratidin a regional daily newspaper where the registered office of the company is situated, each with wide circulation and the same shall be made available to the Stock Exchange for the purpose of uploading on its website. 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 on the website of the Stock Exchange. The Offer Price shall be determined by our Company in consultation with the Book Running Lead Manager, 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 of the Equity Shares of our Company, subject to applicable laws. The Offer Price shall be determined by our Company in consultation with the Book Running Lead Manager and is justified under the chapter titled “Basis of Offer Price” beginning on page 127 of this Red Herring Prospectus. COMPLIANCE WITH SEBI (ICDR) REGULATIONS Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall comply with all applicable disclosures and accounting norms as specified by SEBI from time to time. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the following rights: • Right to receive dividend, if declared; • Right to receive Annual Reports & notices to members; • Right to attend general meetings and exercise voting rights, unless prohibited by law; • Right to vote on a poll either in person or by proxy; • Right to receive offer for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied; 340• Right of free transferability subject to applicable laws, including any RBI rules and regulations; and • Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act, terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Memorandum and Articles of Association of our Company. For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation or splitting, etc, please refer to section titled “Main Provisions of Articles of Association” beginning on page 388 of this Red Herring Prospectus. MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same may be modified by the Designated Stock Exchange from time to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Offer will be done in multiples of [●] Equity Shares subject to a minimum allotment of [●] Equity Shares to the successful Applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. Further, in accordance with Regulation 267(2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application size shall be two (2) lots per application such that minimum application size shall be above Rs. 2 lakhs. NOMINATION FACILITY TO INVESTOR In accordance with Section 72 of the Companies Act, 2013, the sole or first applicant, along with other joint applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013 be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer Agent of our Company. In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by the 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, the 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 (ninety) days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in the Offer is in dematerialized form, there is no need to make a separate nomination with us. Nominations registered with the respective depository participant of the applicant would prevail. If the investors require changing the nomination, they are requested to inform their respective depository participant. 341OFFER PROGRAM An indicative timetable in respect of the Offer is set out below: Events Indicative Date Anchor Opening/Closing Date Not Applicable Bid/Offer Opening Date Friday, March 06, 2026 Bid/Offer Closing Date Tuesday, March 10, 2026 Finalization of Basis of Allotment with the Designated Stock Exchange Wednesday, March 11, 2026 Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA Account or Thursday, March 12, 2026 UPI Id Linked Bank Account* Credit of Equity Shares to Demat Accounts of Allottees Thursday, March 12, 2026 Commencement of Trading of The Equity Shares on the Stock Friday, March 13, 2026 Exchange The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or liability on our Company, and the Book Running Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3(Three) Working Days of the Bid/Offer Closing Date, the timetable may change due to various factors, such as extension of the Bid/Offer Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. Notes: (2) Our Company, in consultation with the Book Running Lead Manager, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI (ICDR) Regulations. (3) UPI mandate end time and date shall be at 5.00 p.m. on Bid/Offer Closing Date. *In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of Rs.100 per day for the entire duration of delay exceeding four Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the provisions of the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall be deemed to be incorporated in the agreements to be entered into by and between the Company and the relevant intermediaries, to the extent applicable. Bid-Cum Application Forms and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Offer Period (except for the Bid/ Offer Closing Date). On the Bid/ Offer Closing Date, the Application Forms will be accepted only between 10.00 a.m. to 4.00 p.m. (IST) for Individual Investor and Non – Institutional Applicants. The time for applying for Individual Applicants on Bid/ Offer Closing Date maybe extended in consultation with the Book Running Lead Manager, RTA and the Designated Stock Exchange taking into account the total number of applications received up to the closure of timings. 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 (ii) until 4.00 P.M. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Individual Bidders. On the Bid/ Offer Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received from Individual Bidders after taking into account the total number of Bids received and as reported by the Book Running Lead Manager to the Stock Exchange. The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by 342obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead Manager and the RTA on a daily basis. To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only once per Bid/batch and as deemed fit by the Stock Exchange, 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 the limitation of time available for uploading the Bid-Cum-Application Forms on the Bid/ Offer Closing Date, Bidders are advised to submit their applications one (1) day prior to the Bid/ offer Closing Date and, in any case, not later than 4.00 P.M. (IST) on the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bid-Cum- Application Forms are received on the Bid/ Offer Closing Date, as is typically experienced in public Offer, some Bid-Cum- Application Forms may not get uploaded due to the lack of sufficient time. Such Bid-Cum- Application Forms that cannot be uploaded will not be considered for allocation under this Offer. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid-Cum Application Forms due to faults in any software/hardware system or otherwise. In accordance with SEBI (ICDR) Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Individual Bidders can revise or withdraw their Bid-Cum- Application Forms prior to the Bid/ Offer Closing Date. Allocation to Individual Bidders, in this Offer will be on a proportionate basis. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid-Cum Application Form, for a particular Bidder, the details as per the file received from Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid-Cum- Application Form, for a particular ASBA Bidder, the Registrar to the Offer shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data. Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band during the Bid/ Offer Period. 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 shall not be less than the face value of the Equity Shares. In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding a total of 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the Book Running Lead Manager, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Manager and the terminals of the Syndicate Members, if any and by intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank, as applicable. In case of revision of Price Band, the Bid Lot shall remain the same. MINIMUM SUBSCRIPTION This Offer is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies Act, 2013, if the “stated minimum amount” has not been subscribed and the sum payable on application is not received within a period of 30 days from the date of the Red Herring Prospectus, the application money has to be returned within such period as may be prescribed. If our Company does not receive the 100% subscription of the Offer through the Offer Document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the Offer, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond four days after our Company becomes liable to pay the amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and applicable laws. 343In terms of Regulation 260 of the SEBI (ICDR) Regulations, 2018, the Offer is 100% underwritten. For details of underwriting arrangement, kindly refer the chapter titled “General Information - Underwriting” on page 91 of this Red Herring Prospectus. Further, in terms of Regulation 267(2) of the SEBI (ICDR) Regulations, 2018, the minimum application size shall be two (2) lots per application such that minimum application size shall be above Rs. 2 lakhs. Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will allotted will not be less than 200 (Two Hundred). In terms of Regulation 272(2) of SEBI (ICDR) Regulations, in case the Company fails to obtain listing or trading permission from the stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means the entire monies received within four days of receipt of intimation from stock exchange(s) rejecting the application for listing of specified securities, and if any such money is not repaid within four days after the Issuer becomes liable to repay it, the Issuer and every director of the company who is an officer in default shall, on and from the expiry of the fourth day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum. MINIMUM NUMBER OF ALLOTTEES Further in accordance with the Regulation 268 of SEBI (ICDR) Regulations, the minimum number of allottees in this Offer shall be 200 shareholders. In case the minimum number of prospective allottees is less than 200, no allotment will be made pursuant to this Offer and the monies blocked by the SCSBs shall be unblocked within 4 days of closure of Offer. ARRANGEMENT FOR DISPOSAL OF ODD LOTS The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, pursuant to Regulation 261(5) of SEBI ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the Designated Stock Exchange. RESTRICTIONS, IF ANY, ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR CONSOLIDATION OR SPLITTING Except for the lock-in of the Pre-Offer capital of our Company, Promoter’s minimum contribution as provided under the chapter titled “Capital Structure” on page 95 of this Red Herring Prospectus and except as provided in the Articles of Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For details, please refer chapter titled “Main Provisions of the Articles of Association” on page 388 of this Red Herring Prospectus. NEW FINANCIAL INSTRUMENTS There are no new financial instruments such as deep discounted bonds, debentures with warrants, secured premium notes, etc. issued by our Company. ALLOTMENT ONLY IN DEMATERIALISED FORM Pursuant to Section 29 of the Companies Act and the provisions of the Depositories Act, 1996, the Equity Shares shall be allotted only in dematerialised form. As per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchange. In this context, two agreements have been signed by our Company with the respective Depositories and the Registrar to the Offer: • Tripartite agreement among the NSDL, our Company and Registrar to the Offer dated February 22, 2024. • Tripartite agreement among the CDSL, our Company and Registrar to the Offer dated March 01, 2024. JURISDICTION Exclusive Jurisdiction for the purpose of this Offer is with the competent courts/authorities in Odisha, India only. The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in the United States, and may not be offered or sold within the United States, except pursuant to an exemption from 344or in a transaction not subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered or sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those issues and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. JOINT HOLDERS Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares as joint-holders with benefits of survivorship. APPLICATION BY ELIGIBLE NRI’s, FPI’s, VCF’s, AIF’s REGISTERED WITH SEBI It is to be understood that there is no reservation for Eligible NRIs, FPIs, VCFs or AIFs registered with SEBI. Such Eligible NRIs, FPIs, VCFs or AIFs registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation. WITHDRAWAL OF THE OFFER Our Company in consultation with the Book Running Lead Manager, reserve the right to not to proceed with the Offer after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company would Offer a public notice in the newspapers in which the Pre-Offer advertisements were published, within two (2) 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. The Book Running Lead Manager, through the Registrar to the Offer, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed. Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment (ii) the final RoC approval of the Red Herring Prospectus after it is filed with the RoC. If our Company in consultation with Book Running Lead Manager withdraws the Offer after the Bid/Offer Closing Date and thereafter determines that it will proceed with an Offer of the Equity Shares, our Company shall file a fresh Red Herring Prospectus with Stock Exchange. MIGRATION TO MAIN BOARD As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the main board of National Stock Exchange of India Limited from the NSE EMERGE if we fulfil following mentioned criteria as per SEBI (ICDR) Regulation and as per NSE Circular dated April 24, 2025 vide Circular Ref. No.: 0680/2025. A. As per NSE guidelines: PARAMETER MIGRATION POLICY FROM NSE EMERGE PLATFORM TO NSE MAIN BOARD Paid up Capital & Market • Paid-up equity capital is not less than INR 10 crores Capitalisation and • Average capitalisation shall not be less than INR 100 crores. For this purpose, capitalisation will be the product of the price (average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange for 3 months preceding the application date) and the post issue number of equity shares Revenue from Operation & EBIDTA • The revenue from operations should be greater than INR 100 Cr in the last financial year. and • Should have positive operating profit from operations for at least 2 out 3 financial years. Listing period Should have been listed on SME platform of the Exchange for at least 3 years. Public Shareholders The total number of public shareholders should be at least 500 on the date of 345application. Promoter & Promoter Group Holding Promoter and Promoter Group shall be holding at least 20% of the Company at the time of making application. Further, as on date of application for migration the holding of Promoter’s should not be less than 50% of shares held by them on the date of listing. Other Listing Conditions • No proceedings have been admitted under Insolvency and Bankruptcy Code against Applicant company and promoting company. • The company has not received any winding up petition admitted by NCLT/IBC. • The net worth of the company should be at least 75 crores. • No Material regulatory action in the past 3 years like suspension of trading against the applicant Company and Promoter by any Exchange. • No debarment of Company/Promoter, subsidiary Company by SEBI. • No Disqualification/Debarment of director of the Company by any regulatory authority. The applicant company has no pending investor complaints in SCORES. • Cooling period of two months from the date the security has come out of the trade-to-trade category or any other surveillance action, by other exchanges where the security has been actively listed. • No Default in respect of payment of interest and /or principal to the debenture/bond/fixed deposit holders by the applicant, promoter/ Subsidiary Company. In accordance with the National Stock Exchange of India Limited Circular dated April 20, 2023, our Company will have to be mandatorily listed and traded on the Emerge Platform of the NSE for a minimum period of 3 (Three) years from the date of listing and only after that it can migrate to the Main Board of National Stock Exchange of India Limited as per the guidelines specified by SEBI and as per the procedures laid down under Chapter IX of the SEBI (ICDR) Regulations. Our company may migrate to the main board of NSE Limited at a later date subject to the following: B. As per ICDR guidelines: a. If the Paid up Capital of our Company is likely to increase above Rs. 25 crores by virtue of any further issue of capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoters in favor of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the company has obtained in- principal approval from the main board), our Company shall apply to NSE Limited for listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board. b. If the paid-up Capital of our company is more than Rs. 10 Crores but below Rs. 25 Crores, our Company may still apply for migration to the main board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders other than the Promoters in favor of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. c. Shall comply with the conditions laid down by the Stock Exchanges time to time. Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue, bonus issue, is likely to increase beyond ₹25 crores, the issuer may undertake further issuance of capital without migration from SME exchange to the main board, subject to the issuer undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the main board of the stock exchange(s). 346MARKET MAKING The shares offered through this Offer are proposed to be listed on the NSE Emerge, wherein the Book Running Lead Manager to the Offer shall ensure compulsory market making through the registered Market Maker of the SME Exchange for a minimum period of three (3) years or such other time as may be prescribed by the Stock Exchange, from the date of listing on the NSE Emerge. For further details of the market making arrangement please refer to section titled “General Information” beginning on page 85 of this Red Herring Prospectus. PRE-OFFER ADVERTISEMENT Subject to Section 30 of the Companies Act, 2013 our Company shall, after filing the Red Herring Prospectus/ Prospectus with the RoC publish a pre-offer advertisement, in the form prescribed by the SEBI (ICDR) Regulations, in one widely circulated English language national daily newspaper; one widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation where the Registered Office of our Company is situated. The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated herein above. Our Company and the Book Running Lead Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations. OPTION TO RECEIVE SECURITIES IN DEMATERIALIZED FORM In accordance with the SEBI ICDR Regulations, Allotment of Equity shares to successful bidder will be done in the dematerialized form only. Bidder will not have option of Allotment of the equity share in physical form. The equity shares on allotment will be traded only on dematerialized segment of the Stock Exchange. Allottees shall have the option to rematerialize the equity shares, if they so desire, as per the provisions of the companies act and depositories act. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 347OFFER STRUCTURE This Offer is being made in terms of Regulation 229(1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to time, whereby, an issuer whose post offer paid up capital is less than or equal to ten crore rupees, shall offer equity shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the Emerge Platform of NSE Limited). For further details regarding the salient features and terms of such an offer, please refer chapter titled “Terms of Offer” and “Offer Procedure” on page 339 and 352 respectively of this Red Herring Prospectus. FOLLOWING IS THE OFFER STRUCTURE This public offer comprises of upto 2,073,600 equity shares of face value of Rs.10/- each (the “Equity Shares”) for cash at a price of Rs. [●]/- per equity share including a share premium of Rs. [●]/- per equity share (the “Offer Price”) aggregating upto Rs. [●] lakhs (the “Offer”) by our Company, comprising of Fresh Issue of upto 17,13,600 Equity Shares for cash at a Price Rs. [●]/- per Equity Share aggregating to Rs. [●] Lakhs by our Company and Offer for Sale of upto 3,60,000 Equity Shares aggregating upto Rs. [●] by the Selling Shareholder. The Offer comprises a reservation of upto 104,400 Equity Shares of Rs. 10/- each for subscription by the Designated Market Maker (“The Market Maker Reservation Portion”). The Offer comprises a Net Offer to the public of up to 19,69,200 Equity Shares (the “Net Offer”). The Offer and the Net Offer will constitute 26.38 % and 25.05 % respectively of the post offer paid up Equity Share Capital of the Company. The Offer is being made through the Book Building Process. Particulars of the Market Maker Non – Institutional QIBs (1) Individual Bidders Offer (2) Reservation Portion Bidders Number of Equity 1,04,400 Equity Not more than 19,200 Not less than Not less than Shares available for Shares of face value Equity Shares of face 9,75,600 Equity 9,74,400 Equity allocation of Rs. 10/- each value of Rs. 10/- each Shares of face value Shares of face value of Rs. 10/- each of Rs. 10/- each available for available for allocation or Net allocation or Net Offer less allocation Offer less allocation to QIB Bidders and to QIB Bidders and Individual Bidders. Non-Institutional Bidders. Percentage of Offer 5.03% of Offer Size Not more than 50% Not less than 15% of Not less than 35% of Size/ Net Offer of the Net Offer being the Net Offer Subject the Net Offer. available for available for to the following: allocation allocation to QIB Bidders. (a) one-third of the However, up to 5% of portion available to the Net QIB Portion NIBs shall be will be available for reserved for allocation applicants with an proportionately to application size of Mutual Funds only. more than two lots Mutual Funds and upto such lots participating in the equivalent to not Mutual Fund Portion more than Rs. 10 will also be eligible Lakhs for allocation in the remaining QIB (b) two-third of the Portion. The portion available to unsubscribed portion NIBs shall be 348Particulars of the Market Maker Non – Institutional QIBs (1) Individual Bidders Offer (2) Reservation Portion Bidders in the Mutual Fund reserved for Portion will be added applicants with an to the Net QIB application size of Portion. more than Rs. 10 Lakhs. Basis of Allotment/ Firm Allotment Proportionate as Subject to the Allotment to each Allocation if follows availability of shares Individual Bidder respective category is (a) Up to 3,600 in non-institutional shall not be less than oversubscribed* Equity Shares of face investors category, the minimum value of Rs. 10/- each the allotment of application size, shall be available for equity shares to each subject to availability allocation on a non-institutional of Equity Shares of proportionate basis to category shall not be face value of Rs. 10/- Mutual Funds only; less than the each in the Individual and minimum application Investor Portion and (b) Up to 15,600 size in non- the remaining Equity Shares of face institutional investor available Equity value of Rs. 10/- each category, and the Shares if any, shall be shall be available for remaining shares, if allotted on a allocation on a any, shall be allotted proportionate basis. proportionate basis to on a proportionate For details, see “Offer all QIBs, including basis. For details, see Procedure” Mutual Funds “Offer Procedure” beginning on page receiving allocation beginning on page 352 of this Red as per (a) above. 352 of this Red Herring Prospectus. . Herring Prospectus. Mode of Bidding Only through the Only through ASBA Only through the Through ASBA ASBA Process process ASBA process Process via Banks or by using UPI ID for payment Minimum Bid Size 1,04,400 Equity Such number of Such number of Such number of Shares of Face Value Equity Shares and in Equity Shares and in Equity Shares in of Rs. 10/- each. multiples of [●] multiples of [●] multiples of [●] Equity Shares that the Equity Shares that the Equity Shares such Bid Size exceeds two Bid Size exceeds two that the Application lots. lots. shall be two lots, such that, the minimum application size shall be above Rs. 2,00,000. Maximum Bid Size 1,04,400 Equity Such number of Such number of Such number of Shares of Face Value Equity Shares in Equity Shares in Equity Shares in of Rs. 10/- each. multiples of [●] multiples of [●] multiples of [●] Equity Shares of face Equity Shares of face Equity Shares such value of Rs. 10/- each value of Rs. 10/- each that the Application not exceeding the so that the Bid does shall be two lots, such size of the Net Offer, not exceed the size of that the minimum subject to applicable the Net Offer application size shall limits. (excluding the QIB be above Rs. 2,00,000. 349Particulars of the Market Maker Non – Institutional QIBs (1) Individual Bidders Offer (2) Reservation Portion Bidders Portion), subject to applicable limits. Mode of Allotment Compulsorily in Dematerialized mode. Trading Lot [●] Equity Shares of face value of Rs. 10/- each, however the market maker may [●] Equity Shares of face value of Rs. 10/- each and in multiples accept odd lots, if thereof. any, in the market as required under the SEBI (ICDR) Regulations, 2018. Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by the Sponsor Bank through the UPI Mechanism that is specified in the ASBA Form at the time of submission of the ASBA Form. Note: -Assuming full subscription in the Offer and Subject to finalization of basis of allotment. This Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. (1) Our Company in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For details, see “Offer Procedure” beginning on page 352. (2) Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018, this is an Offer of at least 25% of the post- Offer paid-up Equity Share capital of our Company. This Offer is being made through the Book Building Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations. Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. (4) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company reserves the right to reject, it is its absolute discretion, all or any multiple Bids in any or all categories. LOT SIZE SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the Circular) standardized the lot size for Initial Public Offer proposing to list on Emerge exchange/platform and for the secondary market trading on such exchange/platform, as under: 350Issue Price (in Rs. ) Lot Size (No. of shares) Upto 14 10000 More than 14 upto 18 8000 More than 18 upto 25 6000 More than 25 upto 35 4000 More than 35 upto 50 3000 More than 50 upto 70 2000 More than 70 upto 90 1600 More than 90 upto 120 1200 More than 120 upto 150 1000 More than 150 upto 180 800 More than 180 upto 250 600 More than 250 upto 350 400 More than 350 upto 500 300 More than 500 upto 600 240 More than 600 upto 750 200 More than 750 upto 1000 160 Above 1000 100 Further to the Circular, at the initial public offer stage the Registrar to Issue in consultation with Lead Manager, our Company and NSE shall ensure to finalize the basis of allotment in minimum lots and in multiples of minimum lot size, as per the above given table. The secondary market trading lot size shall be the same, as shall be the initial public offer lot size at the application/allotment stage, facilitating secondary market trading. *50% of the shares offered are reserved for applications below Rs.2.00 lakh and the balance for higher amount applications. ISSUE OPENING DATE Friday, March 06, 2026 ISSUE CLOSING DATE Tuesday, March 10,2026 Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in the case of ASBA Applicants, at the Designated Bank Branches except that on the Issue closing date when applications will be accepted only between 10.00 a.m. to 2.00 p.m. In case of discrepancy in the data entered in the electronic book vis a vis the data contained in the physical bid form, for a particular bidder, the detail as per physical application form of that bidder may be taken as the final data for the purpose of allotment. Standardization of cut-off time for uploading of applications on the Bid/ Issue Closing Date: a) A standard cut-off time of 3.00 P.M. for acceptance of applications. b) A standard cut-off time of 4.00 P.M. for uploading of applications received from other than individual applicants who applies for minimum application size. c) A standard cut-off time of 4.00 P.M. for uploading of applications received from only individual applicants who applies for minimum application size, which may be extended up to such time as deemed fit by NSE after taking into account the total number of applications received up to the closure of timings and reported by BRLM to NSE within half an hour of such closure. It is clarified that Bids not uploaded would be rejected. In case of discrepancy in the data entered in the electronic book vis-à- vis the data contained in the physical Bid-Cum- Application Form, for a particular bidder, the details as per physical Bid- Cum-application form of that Bidder may be taken as the final data for the purpose of allotment. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding bank holidays). 351OFFER PROCEDURE All Bidders should read the General Information Document for investing in public Offers prepared and issued in accordance with circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures applicable to public Offers in general in accordance with the provisions of the Companies Act 2013, the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document is available on the websites of the Stock Exchange and the Book Running Lead Manager. Please refer to the relevant provisions of the General Information Document, which are applicable to the Offer, especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors should note that the details and process provided in the General Information Document should be read along with this section. All Designated Intermediaries in relation to the Offer should ensure compliance with the SEBI circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, as amended and modified by the SEBI circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in relation to clarifications on streamlining the process of public offer of equity shares and convertibles as amended and modified by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019. Additionally, all Bidders may refer to the General Information Document for information, in addition to what is stated herein, in relation to (i) category of Bidders eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and Allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“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 Bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint Bids in cases of individual, multiple Bids and instances when a Bid would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating to punishment for fictitious Bids; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for IBs applying through Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by IBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with an existing timeline of T+6 days was mandated for a period of three months or launch of five main board public Offers, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had extended the timeline for implementation of UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for bids by UPI Bidders (“UPI Phase III”), and modalities of the implementation of UPI Phase III has been 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 Offers opening on or after September 1, 2023 and on a mandatory basis for all Offers opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on a mandatory basis subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, circular no. SEBI/HO/CFD/DIL2/ P/CIR/2021/570 dated June 02, 2021, circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and the SEBI master circular no. 352SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances which came into force with effect from May 01, 2021, except as amended pursuant to the circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, 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 09, 2023 has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. This circular shall come into force for initial public offers opening on or after May 1, 2021, except as set out in circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provision of this circular are deemed to form part of this Red Herring Prospectus. Furthermore, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Bidders in initial public offerings (opening on or after May 1, 2022) whose bid sizes are up to Rs. 5,00,000/- shall use the UPI Mechanism. This circular has come into force for initial public offers opening on or after May 1, 2022, and the provisions of this circular are deemed to form part of this Red Herring Prospectus. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/ 2022/75 dated May 30, 2022, bids made using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after bid monies are blocked in the bank accounts of investors (all categories) and SEBI master circular with circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/01542 dated November 11, 2024 (to the extent that such circulars pertain to the UPI Mechanism). In terms of Regulation 23(4), 23(5) and Regulation 271 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, the timelines, processes and compensation policy shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and Book Running Lead Manager shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two (2) Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of Rs.100 per day for the entire duration of delay exceeding two (2) Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in its sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, investors shall be entitled to compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended by SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated in this section and the General Information Document, and is not liable for any amendment, modification, or change in the applicable law which may occur after the date of this 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 the Equity Shares that can be held by them under applicable law or as specified in this Red Herring Prospectus. Further, Our Company and the Book Running Lead Manager are not liable for any adverse occurrence’s consequent to the implementation of the UPI Mechanism for Bid in this Offer. BOOK BUILDING PROCEDURE In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 252 of SEBI ICDR Regulations, the Offer has been made for at least 25% of the post-Offer paid-up equity share capital of our Company. The Offer is being made under Regulation 229(1) of Chapter IX of SEBI ICDR Regulations via the Book Building Process. The Allocation to the public will be made as per Regulation 253 of SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to QIBs, provided that our Company and may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being 353received from domestic Mutual Funds 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 QIB Portion. Further, 5% of the QIB Portion shall be available for Allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion shall be available for Allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for Allocation on a proportionate basis to Non-Institutional Investors, wherein: (a) one third of the portion available to Non-Institutional Investors shall be reserved for Bidders with Bid size of more than two lots and up to such lots equivalent to not more than Rs. 10 lakhs; and (b) two third of the portion available to Non-Institutional Investors shall be reserved for Bidders with Bid size of more than Rs.10 lakhs. Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to Bidders in the other sub-category of non-institutional investors. Not less than 35% of the Net Offer shall be available for Allocation to Individual Investors who applies for minimum Bid size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Not more than 50% of the Net Offer shall be allocated on a proportionate basis to QIBs. Subject to the availability of Equity Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not be less than the minimum Bid size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. 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 a combination of categories at the discretion of our Company and then in consultation with the BRLM and the Designated Stock Exchange. However, under- subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange. 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 DP ID, Client ID, PAN, and UPI ID (for IBs using the UPI Mechanism), shall be treated as incomplete and will be rejected. The Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to the Allotment of the Equity Shares in the Offer, subject to applicable laws. Bidder must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated February 13, 2020 and press release dated June 25, 2021 and September 17, 2021, read with CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023, read with subsequent circulars issued in relation thereto. PHASED IMPLEMENTATION OF UPI FOR BIDS BY INDIVIDUAL BIDDERS AS PER THE UPI CIRCULAR SEBI has issued the UPI Circulars in relation to streamlining the process of public Offer of, among others, equity shares and convertibles. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for Bids by UPI Bidders through Designated Intermediaries with the objective to reduce the time duration from public Offer 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 a complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner: 1. Phase I: This phase was applicable from January 1, 2019, until March 31, 2019, or floating of five main board public Offers, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this phase, an Individual Bidder 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 Offer closure to listing continue to be 6 (six) Working Days. 2. Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or floating of five main board public Offers, whichever is later. Subsequently, SEBI, vide its circular no. 354SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. Under this phase, submission of the ASBA Form by UPI Bidders through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI Mechanism. However, the time duration from public Offer closure to listing continues to be (6) six Working Days during this phase. 3. Phase III: This phase has become applicable on a voluntary basis for all Offers opening on or after September 1, 2023, and on a mandatory basis for all Offers 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 Offer 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, clarifications or notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for Bids 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 Bids, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked not 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 in this regard, the relevant SCSB as well as the post – Offer BRLM will be required to compensate the concerned investor. The Offer will be made under UPI Phase III of the UPI Circulars (on a mandatory basis). All SCSBs offering the facility of making Bids in public Offers shall also provide the facility to make Bids using UPI Mechanism. Our Company will be required to appoint one or more 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 Mechanism. The processing fees for Bids made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks make a Bid Cum Application is made by the SCSBs to the BRLM with a copy to the Registrar, and such Bid cum Application shall be made only after (i) unblocking of application amounts for each Bid cum Application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. For further details, refer to the General Information Document to be available on the website of the Stock Exchange and the BRLM. BID CUM APPLICATION FORM Copies of the Bid cum Application Form (other than Anchor Investors) and the Abridged Prospectus will be available at the offices of the BRLM’s, the Designated Intermediaries at relevant Bidding Centres, and at the Registered Office of Our Company. The electronic copy of the Bid cum Application Form will also be available for download on the websites of the NSE (www.nseindia.com), at least one day prior to the Bid/Offer Opening Date. For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLM. 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. All ASBA Bidders must provide either (i) the bank account details and authorization to block funds in the ASBA Form, or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details will be rejected. Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below: 3551. Individual Investors who apply for minimum Bid size (other than the Individual Investors 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 stock brokers. 2. Individual Investors who apply for minimum Bid size /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 stock brokers. 3. QIBs and NIBs 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 SCSBs or Sponsor Banks, 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 including details as prescribed in Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. The prescribed colour of the Bid cum Application Form for various categories is as follows: Colour of Bid cum Category Application Form* Resident Indians, including resident QIBs, Non-Institutional Investors, Individual Investors White who applies for minimum Bid size and Eligible NRIs applying on a non-repatriation basis^ Non-Residents including FPIs, Eligible NRIs, FVCIs and registered bilateral and multilateral Blue institutions applying on a repatriation basis ^ *Excluding electronic Bid cum Application Form. ^ Electronic Bid cum Application Form and the Abridged Prospectus will be made available for download on the website of the NSE (www.nseindia.com) 1 Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM. 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. Subsequently, for ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank, NPCI or the Banker to the Offer) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank and the Banker to the Offer. The Sponsor Bank and the Banker to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing the same and fixing liability. The Sponsor Bank 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 will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book Running Lead Manager in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank and Banker to the Offer(s) shall download UPI settlement 356files 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 Banker to the Offer(s) and Sponsor Bank(s) on a continuous basis. Bidders shall only use the specified Bid cum Application Form for making an Application in terms of the Red Herring Prospectus. The Bid cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares that the Bidders wish to apply for. Bid cum Application Forms downloaded and printed from the websites of the Stock Exchange shall bear a system-generated unique application number. Bidders are required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount can be blocked by the SCSB or Sponsor Bank at the time of submitting the Bid. Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an investor, intending to subscribe to this Offer, shall submit a completed Bid cum Application Form to any of the following intermediaries (Collectively called – Designated Intermediaries”): 1. An SCSB, with whom the bank account to be blocked, is maintained 2. a syndicate member (or sub-syndicate member) 3. a stock-broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity) 4. a Depository Participant (whose name is mentioned on the website of the stock exchange as eligible for this activity) 5. a registrar to an Offer and shares transfer agent (whose name is mentioned on the website of the stock exchange as eligible for this activity) The aforesaid intermediary shall, at the time of receipt of Bid, give an acknowledgment to an investor, by giving the counter foil or specifying the Bid number to the investor, as proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively. The upload of the details in the electronic bidding system of stock exchange will be done by: For Bids submitted by After accepting the form, SCSB shall capture and upload the relevant details in the Investors to SCSB: electronic bidding system as specified by the Stock Exchange and may begin blocking funds available in the bank account specified in the form, to the extent of the Bid Money specified. For Bids submitted by After accepting the Bid cum Application Form, respective Intermediary shall capture investors to intermediaries and upload the relevant details in the electronic bidding system of the Stock Exchange. other than SCSBs: Post uploading, they shall forward a schedule as per prescribed format along with the Bid Cum Application Forms to designated branches of the respective SCSBs for blocking of funds within one day of closure of Offer. For Bids submitted by After accepting the Bid cum Application Form, respective intermediary shall capture investors to intermediaries and upload the relevant Bid details, including UPI ID, in the electronic bidding system other than SCSBs with use of Stock Exchange. Stock Exchange shall share Bid details including the UPI ID with of UPI for payment the Sponsor Bank on a continuous basis, to enable the Sponsor Bank to initiate UPI Mandate Request on investors for blocking of funds. Stock Exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real- time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time specified by stock exchange. Stock Exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code, in the Bid details already uploaded. 357Upon completion and submission of the Bid cum Application Form to Bid collecting intermediaries, the Bidders are deemed to have authorized our Company to make the necessary changes in the Red Herring Prospectus, without prior or subsequent notice of such changes to the Bidders. For UPI Bidders using UPI Mechanism, the Stock Exchange shall share the Bid details (Including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to IB’s, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. For all pending UPI Mandate Request, the Sponsor Bank shall initiate request for blocking of funds on the ASBA Accounts of relevant Bidders with a confirmation cut of time of 12:00 pm on the First Working Day after the Bid / Offer Closing Date (“Cut – Off Time”). Accordingly, UPI Bidders using UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut–Off Time shall lapse. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchange bidding platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the Bankers to the Offer) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the Bankers to the Offer. The BRLM shall also be required to obtain the audit trail from the Sponsor Banks and the Bankers to the Offer for analysing the same and fixing liability. MAXIMUM AND MINIMUM BID SIZE 1. For Individual Bidders Such number of Equity Shares in multiples of [●] Equity Shares such that the Application shall be for two lots, provided, the minimum application size shall be above Rs. 2,00,000. 2. For Other than Individual Bidders (Non-Institutional Investors and QIBs): The Bid must be for more than two lots per Bid provided that the minimum Bid shall be above Rs. 2,00,000/- and in multiples of the lot size. A Bid cannot be submitted for more than the Net Offer size. However, the maximum Bid by a QIB Bidders should not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI ICDR Regulations, a QIB Bidder cannot withdraw its Bid after the Offer Closing Date and is required to pay 100% QIB margin upon submission of Bid. In case of revision in Bid, the Non-Institutional Bidders, who are individuals, have to ensure that the Bid Amount is greater than Rs. 2,00,000/- for being considered for allocation in the Non-Institutional Portion. The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Red Herring Prospectus. METHOD OF BIDDING PROCESS Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid Lot size for the Offer and the same shall be advertised in all editions of the Business Standard, English national daily newspaper and all editions of Business Standard, a Hindi national daily newspaper and all edition of Pratidin, a regional newspaper each with wide circulation at the place of registered office of the Company at least (2) two Working Days prior to the Bid/ Offer Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Offer Period. 1. The Bid/Offer Period shall be for a minimum of three Working Days and shall not exceed 10 (ten) Working Days. The Bid/Offer Period may be extended, if required, by an additional three Working Days, subject to the total Bid/ Offer Period not exceeding 10 (ten) Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, will be published in all editions of the Business Standard English national daily newspaper and all editions of Business Standard , a Hindi national daily newspaper and all editions of Pratidin, a regional newspaper each with wide circulation where the registered office of the Company is situated, and also by indicating the change on the websites of the Book Running Lead Manager. 3582. During the Bid/Offer Period, Individual Bidders, should approach the BRLM or their authorized agents to register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in specified cities and it shall have the right to vet the Bids during the Offer Period in accordance with the terms of the Red Herring Prospectus. ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the specified cities) to register their Bids. 3. Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to the paragraph titled “Bids at different price levels and revision of Bids” below) within the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Offer Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Offer Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically invalid. 4. The Bidder cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the same or to another BRLM or SCSB will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Offer. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph “Bids at different price levels and Revision of Bids”. 5. Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum Application Form. 6. The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Offer Period i.e. one working day prior to the Bid/ Offer Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple Bids. 7. Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Payment into Escrow Account for Anchor Investors” in the section “Offer Procedure” beginning on page 352. 8. Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid cum Application Form prior to uploading such Bids with the Stock Exchange. 9. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and shall not upload such Bids with the Stock Exchange. 10. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. 11. The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Offer Account, or until withdrawal/failure of the Offer or until withdrawal/rejection of the Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Offer shall send an appropriate request to the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Offer Account. In case of withdrawal/failure of the Offer, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Offer. BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS 1. Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band during the Bid/Offer Period. Provided that, the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares as mentioned in Schedule XIII Para 7 of 359SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, provided that the Cap Price shall be at least 105% of the Floor Price. 2. Our Company in consultation with the BRLM, will finalize the Offer Price within the Price Band, without the prior approval of, or intimation, to the Bidders. 3. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a specific price. Individual Bidders may Bid at the Cut-Off Price. However, bidding at the Cut-Off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected. 4. Individual Bidders, who Bid at Cut-Off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-Off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price. 5. The price of the specified securities offered to an Anchor Investor shall not be lower than the price offered to other Bidders. PARTICIPATION BY ASSOCIATES /AFFILIATES OF BRLM AND THE SYNDICATE MEMBERS The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Offer in any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if any, may subscribe the Equity Shares in the Offer, either in the QIB Category or in the non-institutional category as may be applicable to such Bidders, where the allocation is on a proportionate basis 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 Book Running Lead Manager and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the BRLM), Promoters and Promoter Group can apply in the Offer under the Anchor Investor Portion. OPTION TO SUBSCRIBE IN THE OFFER 1. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only. Bidders will not have the option of getting Allotment of Equity Shares in physical form. 2. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only. 3. A single Bid from any Bidder shall not exceed the investment limit/minimum number of Equity Shares that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law. INFORMATION FOR THE BIDDERS 1. Our Company and the Book Running Lead Manager shall declare the Bid/ Offer Opening Date and Bid/ Offer Closing Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in prescribed format. 2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) working days before the Bid/ Offer Opening Date. 3. Copies of the Bid cum Application Form along with Abridged Prospectus and copies of the Red Herring Prospectus will be available with the Book Running Lead Manager, the Registrar to the Offer, and at the Registered Office of our Company. Electronic Bid cum Application Forms will also be available on the websites of the Stock Exchange. 4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid cum Application Form can obtain the same from our Registered Office. 3605. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their Bid. 6. Bid cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch, or the respective Designated Intermediaries. Bid cum Application Form submitted by Bidders whose beneficiary account is inactive shall be rejected. 7. The Bid cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Individual Bidder has to apply only through UPI channel, they have to provide the UPI ID and validate the blocking of the funds and such Bid cum Application Forms that do not contain such details are liable to be rejected. 8. Bidders applying directly through the SCSBs should ensure that the Bid cum Application Form is submitted to a Designated Branch of SCSB, where the ASBA Account is maintained. Bids submitted directly to the SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form, before entering the ASBA Bid into the electronic system. 9. Except for Bids by or on behalf of the Central or State Government and the Officials appointed by the courts and by investors residing in the State of Sikkim, the Bidders, or in the case of Bid in joint names, the first Bidder (the first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In accordance with the SEBI ICDR Regulations, the PAN would be the sole identification number for participating transacting in the securities market, irrespective of the amount of transaction. Any Bid cum Application Form without PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident in the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the Offer will be made into the accounts of such Bidders. 10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid cum Application Form and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN, the DP ID and Client ID available in the Depository database, the Bid cum Application Form is liable to be rejected. ELECTRONIC REGISTRATION OF BIDS 1. 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 offline data file into the online facilities for Book Building Process on a regular basis before the closure of the Offer. 2. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by the Stock Exchange and as disclosed in the Red Herring Prospectus. Only Bids that are uploaded on the Stock Exchanges platform are considered for Allocation/Allotment. The Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Offer Closing Date to modify select fields uploaded in the Stock Exchange platform during the Offer Period after which the Stock Exchange send the Bid information to the Registrar to the Offer for further processing. Participation by the Promoters, the members of the Promoter Group, the Book Running Lead Manager, and persons related to the Promoters/the members of the Promoter Group/the Book Running Lead Manager. Except as stated below, neither the Book Running Lead Manager nor any associate of the Book Running Lead Manager can apply in the Offer under the Anchor Investor Portion: 1. Mutual Funds sponsored by entities which are associate of the Book Running Lead Manager; 2. insurance companies promoted by entities which are associate of the Book Running Lead Manager; 3613. AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or 4. FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are associate of the Book Running Lead Manager. Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer. Further, persons related to the Promoters and the member of the Promoter Group shall not apply in the Offer under the Anchor Investor Portion. However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to the Promoters or the members of the Promoter Group of our Company: 1. rights under a Shareholders’ agreement or voting agreement entered into with the Promoters or the members of the Promoter Group of our Company; 2. veto rights; or 3. right to appoint any nominee Director on the Board. Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: 1. 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 2. either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or 3. there is a common director, excluding nominee director, among the Anchor Investors and the Book Running Lead Manager. BIDS BY ANCHOR INVESTORS Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Offer for up to 60% of the QIB Portion in accordance with the SEBI ICDR Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI ICDR Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI ICDR Regulations are eligible to invest. The QIB Portion will be reduced in proportion to Allocation under the Anchor Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added to the QIB Portion. In accordance with the SEBI ICDR Regulations, the key terms for participation in the Anchor Investor Portion are provided below. 1. Anchor Investor Application Forms will be made available for the Anchor Investors at the offices of the BRLM. 2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least Rs. 200.00 lakhs. 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 Bid size of Rs. 200.00 lakhs. 3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. 4. Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and be completed on the same day. 5. Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned below: a) where allocation in the Anchor Investor Portion is up to Rs. 200.00 Lakhs, maximum of 2 (two) Anchor Investors. b) where the allocation under the Anchor Investor Portion is more than Rs. 200.00 Lakhs but up to Rs. 2,500.00 Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of Rs. 100.00 Lakhs per Anchor Investor; and 362c) where the allocation under the Anchor Investor portion is more than Rs. 2,500.00 Lakhs:(i) minimum of 5 (five) and maximum of 15 (fifteen) Anchor Investors for allocation up to Rs. 2,500.00 Lakhs; and (ii) an additional 10 Anchor Investors for every additional allocation of Rs. 2,500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to a minimum Allotment of Rs. 100.00 Lakhs per Anchor Investor. 6. Allocation to Anchor Investors will 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 is made will be made available in the public domain by the BRLM before the Bid/Offer Opening Date, through intimation to the Stock Exchange. 7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. 8. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2 (two) Working Days from the Bid/ Offer Closing Date. If the Offer Price is lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price. 9. At the end of each day of the bidding period, the demand including Allocation made to Anchor Investors, shall be shown graphically on the bidding terminals of Syndicate Members and website of Stock Exchange offering electronically linked transparent bidding facility, for information of public. 10. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment. 11. The BRLM, our Promoters, Promoter Group, or any person related to them (except for Mutual Funds sponsored by entities related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of Anchor Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM for inspection by SEBI. 12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered issuance. 13. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. BIDS BY MUTUAL FUNDS With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Manager, reserve the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which such Bid has been made. No Mutual Fund scheme shall invest more than 10% of its NAV in Equity Shares or equity-related instruments of any single company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. BIDS BY ELIGIBLE NRIS Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non- Residents (blue in colour). Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. 363Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSBs (if they are Bidding directly through SCSB) 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 the submission of the Bid cum Application Form. As per Schedule III of the FEMA Rules, a NRI or OCI may purchase or sell shares of a listed Indian company on repatriation basis, on a recognised stock exchange in India, subject to the conditions that NRIs or OCIs may purchase and sell shares through a branch designated by an authorised dealer for the purpose; and the total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or should 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 warrants. 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 company. Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts. Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 386. 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 Bidder 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 the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below 10% of the post- Offer Equity Share capital. Further, in terms of the FEMA Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company. With effect from April 01, 2020, the aggregate limit shall be the sectoral caps applicable to the Indian company as laid out in sub- paragraph (b) of paragraph 3 of Schedule I of the FEMA Rules, with respect to its paid-up equity capital on a fully diluted basis or such same sectoral cap percentage of paid-up value of each series of debentures or preference shares or share warrants. The aggregate limit as provided above may be decreased by the Indian company concerned to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the approval of its Board of Directors and its general body through a resolution and a special resolution, respectively before March 31, 2020. The Indian company which has decreased its aggregate limit to 24% or 49% or 74%, may increase such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling respectively as deemed fit, with the approval of its Board of Directors and its general body through a resolution and a special resolution, respectively; however, once the aggregate limit has been increased to a higher threshold, the Indian company cannot reduce the same to a lower threshold. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the Book Running Lead Manager, reserves 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 (blue in colour). 364A FPI may purchase or sell Equity Shares of an Indian company which is listed or to be listed on a recognised stock exchange in India, and/or may purchase or sell securities other than equity instruments. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. To ensure compliance with the applicable limits, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of finalisation of the Basis of Allotment, the Registrar to the Offer shall: 1. Use the PAN issued by the Income Tax Department of India for checking compliance for a single FPI, and 2. obtain validation from Depositories for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as prescribed by SEBI from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may Offer, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs, (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs, (iii) such offshore derivative instruments are issued after compliance with “know your client” norms, and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative instrument is made by, or on behalf of it subject to, among others, the following conditions: 1. each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and 2. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred to are pre-approved by the FPI. Further, Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be regarded as multiple Bids: 1. FPIs that utilise the multi-investment manager structure; 2. Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; 3. Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; 4. 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; 5. Multiple branches in different jurisdictions of foreign bank registered as FPIs; 6. Government and Government related investors registered as Category I FPIs; and 7. Entities registered as collective investment scheme having multiple share classes. The Bids belonging to the aforesaid 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 Bidder 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 utilise any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. BIDS BY SEBI REGISTERED AIFS, VCFS, AND FVCIS The SEBI AIF Regulations prescribe, among others, the investment restrictions on AIFs. Post the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be 365regulated 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. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or through investment in the units of other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. The holding in any company by any individual VCF registered with SEBI should not exceed 25% of the corpus of the VCF . Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments, including in initial public offerings. Further, Equity shares held by a venture capital fund or alternative investment fund of category I or Category II or a foreign venture capital investor shall be locked in for a period of at least one year from the date of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor. There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs. All such Bidders will be treated on the same basis with other categories for the purpose of Allocation. Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA 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 or the Book Running Lead Manager will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. BIDS BY LIMITED LIABILITY PARTNERSHIPS In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any Bid without assigning any reason thereof. Limited liability partnership can participate in the Offer only through the ASBA process. BIDS BY BANKING COMPANIES In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any Bid without assigning any reason. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as amended, (“Banking Regulation Act”), and the Master Directions - Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the banking company’s paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if (i) the investee company is engaged in non-financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company, (iii) hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank, and Mutual Funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s paid-up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii) above. Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking company’s paid- up share capital and reserves. 366The banking company is required to submit a time-bound action plan for disposal of such shares within a specified period to RBI. A banking company would require a prior approval of RBI to make (i) investment in a subsidiary or a financial services company that is not a subsidiary (with certain exceptions prescribed), and (ii) investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in para 5(a)(v)(c)(i) of 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 circulars dated September 13, 2012, and January 2, 2013, issued by SEBI. Such SCSBs are required to ensure that for making Bids 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 Bid cum Application Form in public Offers 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 IRDA, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Manager, 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 (“IRDAI 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 IRDAI Investment Regulations, as amended, which are broadly set forth below: 1. equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or reinsurer; 2. the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and 3. the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (1), (2), and (3) above, as the case may be. *The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets of Rs. 2,50,00,000 Lakhs or more and 12% of outstanding equity shares (face value) for insurers with investment assets of Rs. 50,00,000 Lakhs or more but less than Rs. 2,50,00,000 Lakhs. Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines, and circulars issued by IRDAI, from time to time, including the IRDAI Investment Regulations for specific investment limits applicable to them. 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 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 the Book Running Lead Manager, reserves the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. In accordance with existing regulations issued by RBI, OCBs cannot participate in this Offer. 367BIDS 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 Rs. 2,500 lakhs (subject to applicable laws) and pension funds with a minimum corpus of Rs. 2,500 lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye-laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the Book Running Lead Manager, reserves 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 Book Running Lead Manager, 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 Book Running Lead Manager, may deem fit. The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations and Bidders are advised to ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in the Red Herring Prospectus. BIDS BY PROVIDENT FUNDS/PENSION FUNDS In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of Rs. 2,500 Lakhs, 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 the Book Running Lead Manager, reserves the right to reject any Bid, without assigning any reason therefore. The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. 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. 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 Book Running Lead Manager are cleared or approved by the Stock Exchanges, nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. BID NOT TO BE MADE BY: 1. Minors (except through their Guardians) 2. Partnership firms or their nominations 3. Foreign Nationals (except NRIs) 3684. Overseas Corporate Bodies As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Policy with the prior approval of Government if the investment is through government route and with the prior approval of RBI if the investment is through automatic route on case by case basis. OCBs may invest in this Offer provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid cum Application Form, the OCB shall be eligible to be considered for share allocation. GENERAL INSTRUCTIONS Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Individual Investors who apply for minimum Bid size cannot downward revise their Bid(s) during the Bid/Offer Period or cancel their Bid(s) until the Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Anchor investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals; 2. Ensure that you have Bid within the Price Band; 3. Ensure that you (other than the Anchor Investors) 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. Further, UPI Bidders using the UPI Mechanism must also mention their UPI ID and shall use only their own bank account which is linked to their UPI ID; 4. UPI Bidders bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the Bid Amount are available for blocking is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries; 5. UPI Bidders bidding using the UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the Bid appear on the list displayed on the SEBI website. A Bid made using an incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected; 6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidder’s Depository account is active, as Allotment of the Equity Shares will be in dematerialised form only; 8. 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 Members, Registered Brokers, CRTAs or CDPs and should ensure that the Bid cum Application Form contains the stamp of such Designated Intermediary; 9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form; 10. If the First Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI-linked bank account holder, as the case may be). Bidders (except UPI Bidders Bidding using the UPI Mechanism) should ensure that they have an account with an SCSB and have mentioned the correct bank account number of that SCSB in the Bid 369cum Application Form. UPI Bidders Bidding using the UPI Mechanism should ensure that they have mentioned the correct UPI-linked bank account number and their correct UPI ID in the Bid cum Application Form; 11. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 12. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names; 13. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil or by specifying the Bid number for all your Bid options as proof of registration of the Bid cum Application Form from the concerned Designated Intermediary; 14. 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; 15. Submit revised Bids to the same Designated Intermediary, through whom the original Bid is placed and obtain a revised acknowledgement; 16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other category of Bidders, including without limitation, multilateral/bilateral institutions, which may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective Depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other Bids in which PAN is not mentioned will be rejected; 17. Ensure that the Demographic Details are updated, true and correct in all respects; 18. 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; 19. Ensure that the category and the investor status are indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic bidding system of the Stock Exchange; 20. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents, including a copy of the power of attorney, are submitted; 21. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 22. Bidders (except UPI Bidders bidding using the UPI Mechanism) should instruct their respective banks to release the funds blocked in the ASBA Account under the ASBA process. UPI Bidders bidding using the UPI Mechanism should ensure that they approve the UPI Mandate Request generated by the Sponsor Bank to authorise the blocking of funds equivalent to the Bid Amount and subsequent debit of funds in case of Allotment, in a timely manner; 23. Note that in case the DP ID, 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, Client ID and PAN available in the Depository database, then such Bids are liable to be rejected; 24. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor Investors and Individual Investors who applies for minimum Bid size) is submitted to a Designated Intermediary in 370a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); 25. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided authorisation to the SCSB 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; 26. 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 their UPI PIN. Upon the authorisation of the mandate using their UPI PIN, the UPI Bidder may be deemed to have verified the attachment containing the Bid 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 authorised the Sponsor Bank to Offer a request to block the Bid Amount mentioned in the Bid cum Application Form in their ASBA Account; 27. UPI Bidders bidding using the UPI Mechanism should mention the valid UPI ID of only the Bidder (in case of a single account) and of the First Bidder (in case of a joint account) in the Bid cum Application Form; 28. 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 to authorise blocking of funds equivalent to the revised Bid Amount in their account and subsequent debit of funds in case of Allotment in a timely manner; 29. Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies, and family offices, for a Bid Amount of up to 2 lots subject to the minimum Bid size shall be above Rs. 2,00,000 would be considered under the Individual Investor Category for the purposes of allocation and Bids for more than two lots would be considered under the Non- Institutional Category for allocation in the Offer 30. Ensure that Anchor Investors submit their Bid cum Application Forms only to the Book Running Lead Manager; 31. IBs Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party; 32. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00 pm of the Working Day immediately after the Bid/ Offer Closing Date; and 33. 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. 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. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid for a Bid Amount less than Rs. 2,00,000/- (for Bids by IBs) and not exceeding Rs. 5,00,000/-, net of employee discount, if any (for Bids by eligible employees); 3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; 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. Anchor Investors should not Bid through the ASBA process; 3718. Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centres; 9. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 10. Do not Bid at Cut-Off Price (for Bids by QIBs, eligible employees bidding under the employee reservation portion (subject to the Bid Amount being above Rs. 2,00,000/-) and Non-Institutional Investors); 11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus; 12. Do not submit your Bid after 3:00 pm on the Bid/Offer Closing Date; 13. If you are a QIB, do not submit your Bid after 3:00 pm on the QIB Bid/Offer Closing Date; 14. Do not submit the General Index Register (GIR) number instead of the PAN; 15. Do not submit incorrect details of the DP ID, Client ID, PAN, and UPI ID (where applicable) or provide details for a beneficiary account that is suspended or for which details cannot be verified by the Registrar to the Offer; 16. 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; 17. Do not withdraw Your Bid or lower the size of Your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Individual Investors who apply for minimum Bid size can revise or withdraw their Bids on or before the Bid/Offer Closing Date; 18. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Form or on Bid cum Application Form in a colour prescribed for another category of Bidder; 19. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism; 20. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or Your relevant constitutional documents or otherwise; 21. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid Depository accounts as per Demographic Details provided by the Depository); 22. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI ID; 23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 24. 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); 25. Do not submit ASBA Bids to a Designated Intermediary at a Bidding Centre unless the SCSB where the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at least one branch in the relevant Bidding Centre, for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); 26. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 27. Do not Bid for Equity Shares more than what is specified by respective Stock Exchange for each category; 28. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If You are UPI Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs; 29. Do not Bid if You are an OCB; and 37230. Do not instruct Your respective banks to release the funds blocked in the ASBA Account under the ASBA process. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Further, in case of any pre-Offer or post-Offer related issues regarding share certificates/demat credit/refund orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of the Company Secretary and Compliance Officer, see “General Information” on page 85. GROUNDS OF TECHNICAL REJECTIONS Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds: 1. Amount blocked does not tally with the amount payable for the Equity Shares applied for; 2. In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such shall be entitled to apply; 3. Bids by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons; 4. PAN not mentioned in the Bid cum Application Form; 5. Bids at a price less than the Floor Price and Bids at a price more than the Cap Price; 6. GIR number furnished instead of PAN; 7. Bids for lower number of Equity Shares than specified for that category of investors; 8. Bids at Cut-Off Price by NIIs; 9. Bids for number of Equity Shares which are not in multiples of the Equity Shares as specified in the Red Herring Prospectus; 10. The amounts mentioned in the Bid cum Application Form does not tally with the amount payable for the value of the Equity Shares bid/applied for; 11. Bids for lower number of Equity Shares than the minimum specified for that category of investors; 12. Category not ticked; 13. Multiple Bids as defined in the Red Herring Prospectus; 14. In case of Bids under power of attorney or by limited companies, corporate, trusts etc., where relevant documents are not submitted; 15. Bids accompanied by stock invest/ money order/ postal order/ cash/ cheque/ demand / pay order; 16. Signature of the Sole Bidder is missing; 17. Bid cum Application Form are not delivered by the Bidders within the time prescribed as per the Bid cum Application Form, Bid/ Offer Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red Herring Prospectus and the Bid cum Application Form; 18. In case, no corresponding record is available with the Depositories that matches three parameters namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s account number; 19. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations; 20. Bids by OCBs; 21. Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act; 22. Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form at the time of blocking such Bid Amount in the bank account; 23. Bids not uploaded on the terminals of the Stock Exchange; and 37324. Where no confirmation is received from SCSB for blocking of funds; 25. Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA Account in the Bid cum Application Form /Application Form. Bids not duly signed by the Sole/First Bidder. 26. Bids by any persons outside India if not in compliance with applicable foreign and Indian laws; 27. Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected; 28. Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory authority; 29. Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules, regulations, guidelines, and approvals; 30. ASBA Account number or UPI ID not mentioned or incorrectly mentioned in the Bid cum Application Form; 31. Submission of Bid cum Application Form using third party ASBA Bank Account; 32. Submission of more than one Bid cum Application Form per UPI ID by Individual Investors who applies for minimum Bid size through Designated Intermediaries; 33. In the case of Bids by Individual Investors who applies for minimum Bid size (applying through the UPI mechanism), the UPI ID mentioned in the Bid cum Application Form is linked to a third-party bank account; 34. Bids uploaded by QIBs after 4:00 pm on the QIB Bid / Offer Closing Date and by Non-Institutional Bidders uploaded after 4:00 pm on the Bid / Offer Closing Date (other than UPI Bidders), and Bids by UPI Bidders uploaded after 5:00 pm on the Bid / Offer Closing Date, unless extended by the Stock Exchange; 35. The UPI Mandate is not approved by Individual Investor who applies for minimum Bid size; and 36. The original Bid is made using the UPI mechanism and revision(s) to the Bid is made using ASBA either physically or online through the SCSB, and vice-versa. For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section of the GID. BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED. NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND PROPER MANNER The authorised employees of the Stock Exchange, along with the Book Running Lead Manager and the Registrar to the Offer, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in the SEBI ICDR Regulations. METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME Our Company will not make any Allotment in excess of the Equity Shares issued through the Offer except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 10% of the Net Offer may be made for the purpose of making Allotment in minimum Bid Lots. The Allotment of Equity Shares to Bidders other than to the Individual Investors who apply for minimum Bid size, Non- Institutional Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum Allotment being equal to the minimum Bid size as, determined and disclosed. 374The Allotment of Equity Shares to each Individual Investor and Non-Institutional Investor shall not be less than the minimum Bid Lot, subject to the availability of Equity Shares in the Individual Investor category and the Non-Institutional category, respectively, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS Our Company, in consultation with the Book Running Lead Manager in its absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS or NEFT). The payment instruments for payment into the Escrow Account should be drawn in favour of: 1. In case of resident Anchor Investors: “Srinibas Pradhan Constructions Limited Anchor Investor R Account ” 2. In case of non-resident Anchor Investors: “Srinibas Pradhan Constructions Limited Anchor Investor NR Account ” Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between our Company, the Syndicate, the Banker to the Offer and the Registrar to the Offer to facilitate collections from Anchor Investors. CONFIRMATION OF ALLOCATION NOTE AND ALLOTMENT IN THE OFFER 1. Upon approval of the Basis of Allotment by the Designated Stock Exchange. The BRLM or Registrar to the Offer shall send to the SCSBs or Sponsor Bank a list of their Bidders who have been allocated Equity Shares in the Offer. 2. On the basis of approved Basis of Allotment, the issuer shall pass necessary corporate action to facilitate the allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that may be allotted to them pursuant to the Offer. 3. The Registrar to the Offer will dispatch an Allotment Advice to their Bidders who have been allocated Equity Shares in the Offer. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Allotment to such Bidder. 4. Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful Bidders Depository Account within 2 working days of the Offer Closing date. The Issuer also ensures the credit of shares to the successful Bidders Depository Account is completed within one working Day from the date of allotment, after the funds are transferred from ASBA Public Offer Account to Public Offer account of the Issuer. PAYMENT MECHANISM The Bidders shall specify the bank account number in their Bid cum Application Form and the SCSBs shall block an amount equivalent to the Bid Amount in the bank account specified in the Bid cum Application Form. The SCSB shall keep the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the Bid or receipt of instructions from the Registrar to unblock the Bid Amount. However, Non- Individual Bidders shall neither withdraw nor lower the size of their Bid at any stage. In the event of withdrawal or rejection of the Bid cum Application Form or for unsuccessful Bid cum Application Forms, the Registrar to the Offer shall give instructions to the SCSBs to unblock the Bid Amount in the relevant bank account within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Offer and consequent transfer of the Bid Amount to the Public Offer Account, or until withdrawal/ failure of the Offer or until rejection of the Bid by the ASBA Bidder, as the case may be. Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI ICDR Regulations, all the investors applying in a public Offer shall use only Application Supported by Blocked Amount (ASBA) process for Bid providing details of the bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors who applies for minimum Bid size in public Offer have to use UPI as a payment mechanism with Application Supported by Blocked Amount for making Bid. 375TERMS OF PAYMENT The entire Offer price of Rs. [●] per share is payable on Bid cum Application. In case of an Allotment of a lesser number of Equity Shares than the number applied, the Registrar to the Offer shall instruct the SCSBs or Sponsor Bank to unblock the excess amount blocked. SCSBs or Sponsor Bank will transfer the amount as per the instruction received by the Registrar to the Offer, post finalization of the Basis of Allotment. The balance amount after transfer to the Public Offer Account shall be unblocked by the SCSBs or Sponsor Bank. The Bidders should note that the arrangement with Banker to the Offer or the Registrar or Sponsor Bank is not prescribed by SEBI and has been established as an arrangement between our Company, Sponsor Bank, and Banker to the Offer, the BRLM and the Registrar to the Offer to facilitate collections from the Bidders. PRICE DISCOVERY AND ALLOCATION 1. Based on the demand generated at various price levels, our Company in consultation with the BRLM shall finalize the Offer Price. 2. The SEBI ICDR Regulations, specify the Allocation or Allotment that may be made to various categories of Bidders in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Offer size available for Allocation to each category are disclosed overleaf of the Bid cum Application Form and in the RHP. For details in relation to Allocation, the Bidder may refer to the Red Herring Prospectus. 3. Under-subscription in any category (except QIB category) is allowed to be met with spillover from any other category or combination of categories at the discretion of the Issuer in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. The unsubscribed portion in the QIB category is not available for subscription to other categories. 4. In case of under-subscription in the Offer, spill-over to the extent of such under-subscription may be permitted from the reserved portion to the Offer. For Allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer to the Red Herring Prospectus. 5. In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis, the category shall be allotted that higher percentage. 6. Allocation to Anchor Investors, if applicable shall be at the discretion of our Company and in consultation with the BRLM, subject to compliance with the SEBI ICDR Regulations. ILLUSTRATION OF THE BOOK AND PRICE DISCOVERY PROCESS Bidders should note that this example is solely for illustrative purposes and is not specific to the Offer. Bidders can Bid at any price within the Price Band. For instance, assume a Price Band of Rs. 20/- to Rs. 24/- per share, Offer size of 3,000 Equity Shares and receipt of five Bid from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors. Applied Quantity Bid Amount (Rs.) Cumulative Quantity Subscription 500 24 500 16.67% 1,000 23 1,500 50.00% 1,500 22 3,000 100.00% 2,000 21 5,000 166.67% 2,500 20 7,500 250.00% Price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Offer the desired number of Equity Shares is the price at which the book cuts off, i.e., Rs. 22.00 in the above example. The Issuer in consultation with the BRLM, may finalize the Offer Price at or below such Cut-Off Price, i.e., at or below Rs. 22.00. All Bids at or above this Offer Price and cut-off Bids are valid Bids and are considered for Allocation in the respective categories. 376FILING OF OFFER DOCUMENT The Red Herring Prospectus is being filed with National Stock Exchange Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051, India. The Draft Red Herring Prospectus filed on NSE shall be available for public comments, if any, for a period of 21 days from the date of filing by hosting it on the website of our company at www.srinibaspradhan.com, on the website of NSE at www.nseindia.com and the website of the Book Running Lead Manager at www.novuscaps.com. The Company shall, within (2) two working days of filing the Draft Red Herring Prospectus with the NSE, make a public announcement in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language newspaper with wide circulation at the place where the registered office of the Company is situated, disclosing the fact of filing of the Draft Red Herring Prospectus with NSE and inviting the public to provide their comments to the NSE, the Company or the Book Running Lead Manager in respect of the disclosures made in the Draft Red Herring Prospectus. The Book Running Lead Manager shall, after expiry of the period of 21 days stipulates above, file with NSE, details of the comments received by them or the Company from the public, on the Draft Red Herring Prospectus, during that period and the consequential changes, if any, that are required to be made in the Draft Red Herring Prospectus. The Draft Red Herring Prospectus has not been filed with SEBI, nor has SEBI issued any observation on the Draft Red Herring Prospectus in terms of Regulation 246(2) of SEBI ICDR Regulations. Pursuant to Regulation 246(1), a copy of the Red Herring Prospectus / Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Further, in light of the SEBI notification dated March 27, 2020, our company will submit a copy of the Red Herring Prospectus and Prospectus to the email id: cfddil@sebi.gov.in A copy of the Red Herring Prospectus / Prospectus along with the documents required to be filed under Section 23, 26 and Section 32 of the Companies Act, 2013 would be filed with the Registrar of Companies, situated Cuttack. PRE-ISSUE ADVERTISEMENT Subject to Section 30 of the Companies Act, 2013, 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 (i) English National Newspaper; (ii) Hindi National Newspaper and (iii) Regional Newspaper each with wide circulation. 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. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. POST-OFFER ADVERTISEMENT Our Company, the BRLM and the Registrar to the Offer shall publish a post-Offer advertisement in terms of Regulation 270 (1) of SEBI ICDR Regulations on or before the date of commencement of trading, disclosing the date of commencement of trading, details relating to subscription, basis of allotment etc. in all editions of Business Standard, an English national daily newspaper, all editions of Business Standard, a Hindi national daily newspaper, and all editions of Pratidin, a regional daily newspaper (Odia being the regional language of Orissa, where our Registered Office is located), each with wide circulation. The above information is given for the benefit of the Bidders. Our Company and the members of the Syndicate are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under applicable laws or regulations. WITHDRAWAL OF BIDS 1. Individual Investors who apply for minimum Bid size can withdraw their Bids until Bid/ Offer Closing Date. In case an Individual Investor wishes to withdraw the Bid during the Offer Period, the same can be done by submitting a request for the same to the concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account. 3772. The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage. WITHDRAWAL OF OFFER Our Company in consultation with the Book Running Lead Manager, reserves the right not to proceed with the Offer at any time after the Offer Opening Date but before the Board meeting for Allotment. In such an event, our Company would Offer a public notice in the newspapers, in which the pre- Offer advertisements were published, within two (2) days of the Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer. The Book Running Lead Manager, through the Registrar to the Offer, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) day of receipt of such notification. Our Company shall also promptly inform Designated Stock Exchange on which the Equity Shares were proposed to be listed. Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals from Designated Stock Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Offer after the Offer Closing Date and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh Draft Red Herring Prospectus. SIGNING OF UNDERWRITING AGREEMENT AND FILING OF RED HERRING PROSPECTUS/PROSPECTUS WITH THE ROC Our Company intend to enter into an Underwriting Agreement with the Underwriters on or immediately after the determination of the Offer Price. After signing the Underwriting Agreement, the Company will file the Red Herring Prospectus/Prospectus with the RoC in terms of Section 23, 26 and 32 of Companies Act, 2013. UNDERTAKINGS BY OUR COMPANY Our Company undertakes the following: 1. The complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; 2. 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 such timeline as may be prescribed by SEBI; 3. Adequate arrangements shall be made to collect all Bid cum Application Form; 4. If the Allotment is not made within the prescribed time under applicable law, Bid Amount will be refunded/unblocked in the ASBA Accounts within two days from the Bid/ Offer Closing Date or such other time as may be specified by SEBI, failing which our Company shall pay interest prescribed under the Companies Act, 2013 and the SEBI ICDR Regulations for the delayed period; 5. Funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; 6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the Bidder within two days from the Bid/Offer Closing Date, or such time period as specified by SEBI, giving details of the bank where refunds shall be credited along with the amount and expected date of electronic credit of refund; 7. No further Offer of Equity Shares shall be made until the Equity Shares Issued through the Red Herring Prospectus are listed or until the Bid Amount are refunded/unblocked in the ASBA Accounts on account of non-listing, under- subscription etc.; 8. If our Company do 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 are published. The Stock Exchange on which the Equity Shares are proposed to be listed shall also be informed promptly; 9. If our Company 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 subsequently decides to proceed with the Offer; 37810. The Minimum Promoters’ Contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees, in accordance with the applicable provisions of the SEBI ICDR Regulations; 11. The Allotment of securities/refund confirmation to eligible NRIs shall be dispatched within specified time; and 12. Our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the Equity Shares from the Stock Exchange where listing is sought has been received. 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 a bid in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple bids to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013, includes, for frauds involving an amount of at least Rs. 10,00,000/- or one per cent. of the turnover of the Company, whichever is lower, imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount. Where the fraud involves an amount less than Rs. 10,00,000/- (Rupees Ten lakhs only) or one per cent (1%) 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 (5) years or with fine which may extend to Rs. 50,00,000/- (Rupees Fifty lakhs only) or with both. UTILISATION OF OFFER PROCEEDS The Board certifies that: 1. all monies received out of the Offer shall be credited/transferred to a separate bank account other than the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013; 2. details of all monies utilised out of the Offer shall be disclosed, and continue to be disclosed till the time any part of the Offer proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilised; and 3. details of all unutilised monies out of the Offer, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form in which such unutilised monies have been invested. BASIS OF ALLOCATION 1. The SEBI ICDR Regulations specify the Allocation or Allotment that may be made to various categories of Bidders in a Offer depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Offer size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the RHP. For details in relation to Allocation, the Bidder may refer to the RHP. 2. Under-subscription in any category (except QIB category) is allowed to be met with spill over from any other category or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, Unsubscribed portion in QIB category is not available for subscription to other categories. 3. In case of under subscription in the Offer, spill-over to the extent of such under- subscription may be permitted from the reserved portion to the Offer. For Allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer to the Prospectus. 379ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT The Allotment of Equity Shares to Bidders other than Individual Investors who applies for minimum Bid size and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to RHP. No Individual Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Offer. BASIS FOR ALLOTMENT The Allotment of Equity Shares to Bidders other than Individual Investors and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to RHP. No Individual Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be applicable. Flow of Events from the closure of Bidding period (T DAY) Till Allotment: • On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the electronic bid details • RTA identifies cases with mismatch of account number as per bid file / FC and as per applicant’s bank account linked to depository demat account and seek clarification from SCSB to identify the applications with third party account for rejection. • Third party confirmation of applications to be completed by SCSBs on T+1 day. • RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their review/comments. • Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE). • The Designated Stock Exchange DSE, post verification approves the basis and generates drawal of lots wherever applicable, through a random number generation software. • The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned below. Process for generating list of Allottees: • Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending order and generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every 3rd and 5th application in each of the lot of the category and these applications will be allotted the shares in that category. • In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the oversubscription times. • In categories where there is undersubscription, the Registrar will do full allotment for all valid applications. • On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer letters and advice the SCSBs to debit or unblock the respective accounts. 3801. For Individual Bidders Bids received from the Individual Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The Allotment to all the successful Individual Bidders will be made at the Offer Price. The Offer size less Allotment to Non-Institutional Bidders and QIB Bidders shall be available for Allotment to Individual Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full Allotment shall be made to the Individual Bidders to the extent of their valid Bids. If the aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, the Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter. 2. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Offer Price. The Offer size less Allotment to QIBs and Individual Investors who applies for minimum Bid size shall be available for Allotment to Non- Institutional Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. In case the aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter. 3. For QIBs For the Basis of Allotment to Anchor Investors, Bidders may refer to the SEBI ICDR Regulations or RHP / Prospectus. Bids received from QIBs bidding in the QIB category (net of Anchor Investor Portion) at or above the Offer Price may be grouped together to determine the total demand under this category. The QIB category may be available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price. Allotment may be undertaken in the following manner: a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows: i. In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for 5% of the QIB Portion. ii. In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Offer Price. iii. Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below. b) In the second instance Allotment to all QIBs shall be determined as follows: i. In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Offer Price shall be allotted Equity Shares on a proportionate basis, up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter for [●] % of the QIB Portion. ii. Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis, up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, along with other QIB Bidders. iii. Under-subscription below [●] % of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than [●] Equity Shares. 3814. Allotment to Anchor Investor (If Applicable) a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of the Issuer, in consultation with the BRLM, subject to compliance with the following requirements: i. not more than 60% of the QIB Portion will be allocated to Anchor Investors ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors; and Allocation to Anchor Investors shall be on a discretionary basis and subject to: • a maximum number of two Anchor Investors for allocation up to Rs. 2 crores; • a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than Rs. 2 crores and up to Rs. 25 crores subject to minimal allotment of Rs. 1 crores per such Anchor Investor; and • in case of allocation above Rs. 25 crore rupees; a minimum of 5 such investors and a maximum of 15 such investors for allocation up to Rs. 25 crore rupees and an additional 10 such investors for every additional Rs. 25 crore rupees or part thereof, shall be permitted, subject to a minimum allotment of Rs. 1 crore rupees per such investor. b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised CAN. c) In the event that the Offer Price is higher than the Anchor Investor Allocation Price: Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required to pay any additional amounts, being the difference between the Offer Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors. d) In the event the Offer Price is lower than the Anchor Investor Allocation Price: Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice. 5. Basis of Allotment for QIBS (other than Anchor Investors) and NIIs in case of oversubscribed Offer. In the event of the Offer being over-subscribed, the Issuer may finalise the Basis of Allotment in consultation with the Designated Stock Exchange. The Allocation may be made in marketable lots on proportionate basis as set forth hereunder: a) The total number of Equity Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of Equity Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number of Bidders in the category multiplied by number of Shares applied for). b) The number of Equity Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in marketable lots (i.e. Total number of Equity Shares applied for into the inverse of the over subscription ratio). c) For Bids where the proportionate allotment works out to less than [●] Equity Shares the allotment will be made as follows: • Each successful Bidder shall be allotted [●] Equity Shares, and • The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above. 382d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] Equity Shares, the Bidder would be allotted Equity Shares by rounding off to the nearest multiple of [●] Equity Shares subject to a minimum allotment of [●] Equity Shares. e) If the Equity Shares allotted on a proportionate basis to any category is more than the Equity Shares allotted to the Bidders in that category, the balance available Equity Shares or Allocation shall be first adjusted against any category, where the allotted Equity Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of [●] Equity Shares, results in the actual allotment being higher than the shares issued, the final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the Offer specified under the “Capital Structure” mentioned in this RHP. Individual Investor' means an investor who applies for shares of value of not more than Rs. 2,00,000/. Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with the Designated Stock Exchange. DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES 1. Designated Date: On the Designated Date, the Registrar to the Offer shall instruct the SCSBs or Sponsor Bank to unblock funds represented by allocation of Equity Shares from ASBA Accounts into the Public Offer Account. The Company will Offer and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the Offer Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any. 2. Issuance of Allotment Advice: Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar shall upload the same on its website. On the basis of the approved basis of allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and credit of Equity Shares. Bidders are advised to instruct their Depository Participant to accept the Equity Shares that may be allotted to them pursuant to the Offer. 3. Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the Bidders who have been allotted Equity Shares in the Offer. 4. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract. The Company will Offer and dispatch letters of allotment/ securities certificates and/ or letters of regret or credit the allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the Offer Closing Date. The Issuer also ensures the credit of shares to the successful Bidders Depository Account is completed within one working Day from the date of allotment, after the funds are transferred from ASBA Public Offer Account to Public Offer account of the issuer INSTRUCTION FOR COMPLETING THE BID CUM APPLICATION FORM The Bid should be submitted on the prescribed Bid cum Application Form and in BLOCK LETTERS in ENGLISH only in accordance with the instructions contained herein and in the Bid cum Application Form. Bid not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to be rejected. Bid cum Application Form should bear the stamp of the Designated Intermediaries. ASBA Bid cum Application Form, which do not bear the stamp of the Designated Intermediaries, will be rejected. SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to submit Bid cum Application Forms in public Offers using the REGISTERED BROKERS network of Stock Exchanges, who may not be syndicate members in an Offer with effect from January 01, 2013. The list of Broker Centres is available on the website of NSE i.e., www.nseindia.com. With a view to broad base the reach of investors by substantial, enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Offer and Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid cum Application Forms in Public Offer with effect front January 01, 2016. The list of ETA and DPs centres for collecting the Bid shall be disclosed is available on the website of NSE i.e., www.nseindia.com. 383BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid cum Application Form is mandatory and Bids that do not contain such details are liable to be rejected. Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form as entered into the Stock Exchange online system, the Registrar to the Offer will obtain front the Depository the Demographic Details. These Demographic Details would be used for all correspondence with the Bidders including mailing of the Allotment Advice. The Demographic Details given by Bidders in the Bid cum Application Form would not be used for any other purpose by the Registrar to the Offer. By signing the Bid cum Application Form, the Bidder would be deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Offer, the required Demographic Details as available on its records. SUBMISSION OF BID CUM APPLICATION FORM All Bid cum Application Form duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries shall, at the time of receipt of the Bid cum Application Form, give an acknowledgement to investor, by giving the counter foil or specifying the Bid number to the investor, as a proof of having accepted the Bid cum Application Form, in physical or electronic mode, respectively. DISPOSAL OF BID AND BID AMOUNT AND INTEREST IN CASE OF DELAY The Company shall ensure the dispatch of Allotment Advice, and give benefit to the beneficiary account with depository participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of date of Allotment of Equity Shares. The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at NSE Emerge where the Equity Shares are proposed to be listed are taken within 3 (Three) working days from Bid/Offer Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI ICDR Regulations, the Company further undertakes that: 1. Allotment and listing of Equity Shares shall be made within 3 (Three) days of the Bid/Offer Closing Date; 2. Giving of instructions for refund by unblocking of amount via ASBA not later than 2 (two) working days of the Offer Closing Date, would be ensured; and 3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such Bid Amount, with interest as prescribed under SEBI ICDR Regulations, the Companies Act, 2013 and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or imprisonment in such a case. RIGHT TO REJECT BIDS In case of QIB Bidders, the Company in consultation with the BRLM may reject Bids provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Individual Bidders who applied, the Company has a right to reject Bids based on technical grounds. EQUITY SHARES IN DEMATERIALIZED FORM WITH NSDL OR CDSL To enable all Shareholders of our Company to have their shareholding in electronic form, the Company has signed the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent: 1. Tripartite Agreement dated February 22, 2024 amongst NSDL, our Company, and the Registrar to the Offer; and 2. Tripartite Agreement dated March 01, 2024 amongst CDSL, our Company, and the Registrar to the Offer. 384COMMUNICATION All future communications in connection with Bids made in this Offer should be addressed to the Registrar to the Offer quoting the full name of the sole or First Bidder, Bid cum Application Form number, Bidder Depository account details, number of Equity Shares applied for, date of Bid form, name and address of the Banker to the Offer where the Bid was submitted and a copy of the acknowledgement slip. Investors can contact the Company Secretary and Compliance Officer of our Company 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, credit of Allotted shares in the respective beneficiary accounts, etc. at addresses mentioned in Chapter ‘General Information’ at page 85. THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY 385RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and Foreign Exchange Management Act, 1999 (“FEMA”) and rules and regulations made thereunder. While the Industrial Policy, 1991 has prescribed the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on foreign direct investment ("FDI") through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI, earlier known as Department of Industrial Policy and Promotion ("DPIIT") has issued the Consolidated FDI Policy Circular of 2020 ("FDI Policy") by way of circular bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, with effect from October 15, 2020, which consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by DPIIT that were in force and effect as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Foreign investment of up to 100% is currently permitted under the automatic route for our Company. Further, the existing individual and aggregate investment limits for an FPI in our Company are not exceeding 10% of the total paid-up Equity Share capital of our Company for each FPI and the total holdings of all FPIs in the Company shall not exceed 24% of the total paid-up Equity Share capital of our Company. The RBI, in exercise of its power under the FEMA, has also notified Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“Rules”) and Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. SEBI registered FPIs have been permitted to purchase shares of an Indian company through the Issue, subject to total FPI investment being within the individual FPI/sub account investment limit of less than 10% of the total paid-up equity capital on a fully diluted basis of the Company subject to the total holdings of all FPIs/sub accounts including any other direct and indirect foreign investments in the Company shall not exceed 24% of the paid-up equity capital of the Company on a fully diluted basis. The aggregate limit of 24% in case of FPIs may be increased up to the sectoral cap/statutory ceiling, as applicable, by the Company concerned by passing of resolution by the Board of the Company to that effect and by passing of a special resolution to that effect by its Shareholders. With effect from April 1, 2020, the aggregate limit of 24% has increased to the sectoral cap applicable to the Indian Company which in case of the Company is 100% provided that the Company complies with conditions provided under the FDI Policy. As per the Rules, the aggregate limit as provided above was permitted to be decreased by the Company to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the approval of its Board of Directors through a resolution and also of its shareholders by means of a special resolution, before March 31, 2020. The Company has passed no such Board Resolution and hence, has not revised its sectoral caps. Further, eligible NRIs and OCIs investing on repatriation basis are subject to individual investment limit of 5% of the total paid-up equity capital on a fully diluted basis subject to the aggregate paid-value of the shares purchased by all NRIs and OCIs put together on repatriation basis not exceeding 10% of the total paid-up equity capital on a fully diluted basis of the Company. The aggregate limit of 10% in case of NRIs and OCIs together may be raised to 24 % if a special resolution to that effect is passed by the shareholders of the Company. The Company has not passed such resolutions as yet. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, subject to fulfilment of certain conditions as specified by GoI/DPIIT/RBI, from time to time. Such conditions include (i) the activities of the investee company are under the automatic route as per the FDI Policy and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits provided under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. Investors are advised to refer to the exact text of the relevant statutory provisions of law before investing and/or subsequent purchase or sale transaction in the Equity Shares of our Company. 386The FDI Policy 2020 provides that a non-resident entity can invest in India, subject to the FDI Policy except in those sectors/activities which are prohibited. However, an entity of a country, which shares a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, can invest only under the Government route. Further, a citizen of Pakistan or an entity incorporated in Pakistan can invest, only under the Government route, in sectors/activities other than defence, space, atomic energy and sectors/activities prohibited for foreign investment. In the event of the 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 restriction/purview as mentioned herein, such subsequent change in beneficial ownership will also require Government approval. The same is in line with the Press Note No. 3 (2020 Series) dated April 17, 2020 as issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India and Foreign Exchange Management (Non-debt instrument) Amendment Rules, 2020 notified by Central Government through notification dated April 22, 2020 in order to curb opportunistic takeover/acquisition of Indian Companies due to COVID-19 pandemic conditions. As per the existing policy of the Government of India, OCBs cannot participate in this Offer. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sale occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the Bids are not in violation of laws or regulations applicable to them. For further details, see “Offer Procedure” beginning on page 352 of this Red Herring Prospectus. 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 in writing about such approval along with a copy thereof within the Bid/Offer Period. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 387SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the Articles of Association of our Company are detailed below: We confirm that there are no material clauses of Article of Association that have been left out from disclosure having bearing on the Offer. Sr. No. Particulars Article 1. No regulation contained in Table “F” in the First Schedule to Companies Table F Applicability. Act, 2013 shall apply to this Company but the regulations for the management of the Company and for the observance of the Members there of and their representatives shall be as set out in the relevant provisions of the Companies Act, 2013 and subject to any exercise of the statutory powers of the Company with reference to the repeal or alteration of or addition to its regulations by Special Resolution as prescribed by the said Companies Act, 2013 be such as are contained in these Articles unless the same are repugnant or contrary to the provisions of the Companies Act, 2013 or any amendment thereto. Interpretation Clause 2. In the interpretation of these Articles the following expressions shall have the following meanings unless repugnant to the subject or context: "The Act" means the Companies Act, 2013 and includes any statutory Act modification or re-enactment thereof. “These Articles" means Articles of Association for the time being in force Articles or as may be altered from time to time vide Special Resolution. “Auditors" means and includes those persons appointed as such for the time Auditors being of the Company. "Capital" means the share capital for the time being raised or authorized to Capital be raised for the purpose of the Company. “The Company” shall mean Srinibas Pradhan Constructions Limited The Company “Executor” or “Administrator” means a person who has obtained a probate Executor or letter of administration, as the case may be from a Court of competent or Administrator jurisdiction and shall include a holder of a Succession Certificate authorizing the holder thereof to negotiate or transfer the Share or Shares of the deceased Member and shall also include the holder of a Certificate granted by the Administrator General under section 31 of the Administrator General Act, 1963. "Legal Representative" means a person who in law represents the estate of Legal Representative a deceased Member. Words importing the masculine gender also include the feminine gender. Gender "In Writing" and “Written" includes printing lithography and other modes In Writing and Written of representing or reproducing words in a visible form. The marginal notes hereto shall not affect the construction thereof. Marginal notes 388Sr. No. Particulars Article “Meeting” or “General Meeting” means a meeting of members. Meeting or General Meeting "Month" means a calendar month. Month "Annual General Meeting" means a general meeting of the Members held in Annual General Meeting accordance with the provision of section 96 of the Act. "Extra-Ordinary General Meeting" means an Extraordinary General Extra-Ordinary General Meeting of the Members duly called and constituted and any adjourned Meeting holding thereof. “National Holiday” means and includes a day declared as National Holiday National Holiday by the Central Government. “Non-retiring Directors” means a director not subject to retirement by Non-retiring Directors rotation. "Office” means the registered Office of the Company. Office “Ordinary Resolution” and “Special Resolution” shall have the meanings Ordinary and Special assigned thereto by Section 114 of the Act. Resolution “Person" shall be deemed to include corporations and firms as well as Person individuals. “Proxy” means an instrument whereby any person is authorized to vote for Proxy a member at General Meeting or Poll and includes attorney duly constituted under the power of attorney. “The Register of Members” means the Register of Members to be kept Register of Members pursuant to Section 88(1) (a) of the Act. Words importing the Singular number include where the context admits or Singular number requires the plural number and vice versa. The Statutes means the Companies Act, 2013 and every other Act for the Statutes time being in force affecting the Company. “These presents” means the Memorandum of Association and the Articles These presents of Association as originally framed or as altered from time to time. “Variation” shall include abrogation; and “vary” shall include abrogate. Variation “Year” means the calendar year and “Financial Year” shall have the Year and Financial Year meaning assigned thereto by Section 2(41) of the Act. Save as aforesaid any words and expressions contained in these Articles Expressions in the Act to shall bear the same meanings as in the Act or any statutory modifications bear the same meaning in thereof for the time being in force. Articles SHARE CAPITAL AND VARIATION OF RIGHTS 3. The Authorized Share Capital of the Company shall be such amount as may Authorized Capital be mentioned in Clause V of Memorandum of Association of the Company from time to time. 389Sr. No. Particulars Article 4. The Company may in General Meeting from time to time by Ordinary Increase of capital by the Resolution increase its capital by creation of new Shares which may be Company how carried into unclassified and may be classified at the time of issue in one or more classes effect and of such amount or amounts as may be deemed expedient. The new Shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting at General Meeting of the Company in conformity with Section 47 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article the Directors shall comply with the provisions of Section 64 of the Act. Further provided that the option or right to call of shares shall not be given to any person except with the sanction of the Company in general meeting. 5. Except so far as otherwise provided by the conditions of issue or by these New Capital same as Presents, any capital raised by the creation of new Shares shall be considered existing capital as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. 6. Subject to the provisions of Section 55 of the Act and in accordance with Redeemable Preference these Articles, the Company shall have the power to issue preference shares, Shares whether cumulative or non-cumulative, or convertible or non-convertible, which are liable to be redeemed and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption. 7. The holder of Preference Shares shall have a right to vote only on Voting rights of preference Resolutions, which directly affect the rights attached to his Preference shares Shares 8. On the issue of redeemable preference shares under the provisions of Article Provisions to apply on issue 7 hereof, the following provisions-shall take effect: of Redeemable Preference Shares (a) No such Shares shall be redeemed except out of profits of which would otherwise be available for dividend or out of proceeds of a fresh issue of shares made for the purpose of the redemption; (b) No such Shares shall be redeemed unless they are fully paid; (c) Subject to section 55(2)(d)(i) the premium, if any payable on redemption shall have been provided for out of the profits of the Company or out of the Company's security premium account, before the Shares are redeemed; (d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called "the Capital Redemption Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 55 of the Act apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company; and 390Sr. No. Particulars Article (e) Subject to the provisions of Section 55 of the Act, the redemption of preference shares hereunder may be effected in accordance with the terms and conditions of their issue and in the absence of any specific terms and conditions in that behalf, in such manner as the Directors may think fit. The reduction of Preference Shares under the provisions by the Company shall not be taken as reducing the amount of its Authorized Share Capital 9. The Company may (subject to the provisions of sections 52, 55, 66, both Reduction of capital inclusive, and other applicable provisions, if any, of the Act) from time to time by Special Resolution reduce (a) the share capital; (b) any capital redemption reserve account; or (c) any security premium account In any manner for the time being, authorized by law and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have, if it were omitted. 10. Any debentures, debenture-stock or other securities may be issued at a Debentures 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. 11. The Company may exercise the powers of issuing sweat equity shares Issue of Sweat Equity conferred by Section 54 of the Act of a class of shares already issued subject Shares to such conditions as may be specified in that sections and rules framed thereunder. 12. The Company may issue shares to Employees including its Directors other ESOP than independent directors and such other persons as the rules may allow, under Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a Special Resolution of the Company in general meeting subject to the provisions of the Act, the Rules and applicable guidelines made there under, by whatever name called. 13. Notwithstanding anything contained in these articles but subject to the Buy Back of shares 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. 14. Subject to the provisions of Section 61 of the Act, the Company in general Consolidation, Sub-Division meeting may, from time to time, consolidate all or any of the share capital and Cancellation into shares of larger amount than its existing share or sub-divide its shares, or any of them into shares of smaller amount than is fixed by the Memorandum; subject nevertheless, to the provisions of clause (d) of sub- section (1) of Section 61; Subject as aforesaid the Company in general meeting may also cancel shares which have not been taken or agreed to be 391Sr. No. Particulars Article taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. 15. Subject to compliance with applicable provision of the Act and rules framed Issue of Depository Receipts thereunder the company shall have power to issue depository receipts in any foreign country. 16. Subject to compliance with applicable provision of the Act and rules framed Issue of Securities thereunder the company shall have power to issue any kind of securities as permitted to be issued under the Act and rules framed thereunder. MODIFICATION OF CLASS RIGHTS 17. If at any time the share capital, by reason of the issue of Preference Shares Modification of rights or otherwise is divided into different classes of shares, all or any of the rights privileges attached to any class (unless otherwise provided by the terms of issue of the shares of the class) may, subject to the provisions of Section 48 of the Act and whether or not the Company is being wound-up, be varied, modified or dealt, with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings shall mutatis mutandis apply to every such separate class of meeting. Provided that if variation by one class of shareholders affects the rights of any other class of shareholders, the consent of three-fourths of such other class of shareholders shall also be obtained and the provisions of this section shall apply to such variation. 18. The rights conferred upon the holders of the Shares including Preference New Issue of Shares not to Share, (if any) of any class issued with preferred or other rights or privileges affect rights attached to shall, unless otherwise expressly provided by the terms of the issue of shares existing shares of that class. of that class, be deemed not to be modified, commuted, affected, abrogated, dealt with or varied by the creation or issue of further shares ranking pari- passu therewith. 19. Subject to the provisions of Section 62 of the Act and these Articles, the Shares at the disposal of the shares in the capital of the company for the time being shall be under the Directors control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. 20. The Company may issue shares or other securities in any manner Power to issue shares on whatsoever including by way of a preferential offer, to any persons whether preferential basis or not those persons include the persons referred to in clause (a) or clause 392Sr. No. Particulars Article (b) of sub-section (1) of section 62 subject to compliance with section 42 and 62 of the Act and rules framed thereunder. 21. The shares in the capital shall be numbered progressively according to their Shares should be Numbered several denominations, and except in the manner hereinbefore mentioned no progressively and no share share shall be sub-divided. Every forfeited or surrendered share shall to be subdivided continue to bear the number by which the same was originally distinguished. 22. An application signed by or on behalf of an applicant for shares in the Acceptance of Shares Company, followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register shall for the purposes of these Articles, be a Member. 23. Subject to the provisions of the Act and these Articles, the Directors may Directors may allot shares allot and issue shares in the Capital of the Company as payment or part as fully paid-up payment for any property (including goodwill of any business) sold or transferred, goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid. 24. The money (if any) which the Board shall on the allotment of any shares Deposit and call etc. to be a being made by them, require or direct to be paid by way of deposit, call or debt payable immediately otherwise, in respect of any shares allotted by them shall become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him, accordingly. 25. Every Member, or his heirs, executors, administrators, or legal Liability of Members representatives, shall pay to the Company the portion of the Capital represented by his share or shares which may, for the time being, remain unpaid thereon, in such amounts at such time or times, and in such manner as the Board shall, from time to time in accordance with the Company’s regulations, require on date fixed for the payment thereof. 26. Shares may be registered in the name of any limited company or other Registration of Shares corporate body but not in the name of a firm, an insolvent person or a person of unsound mind. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT 27. The Board shall observe the restrictions as regards allotment of shares to the Return of Allotment public, and as regards return on allotments contained in Sections 39 of the Act CERTIFICATES 28. (a) Every member shall be entitled, without payment, to one or more Share Certificates certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as provided in the relevant laws) to several certificates, each 393Sr. No. Particulars Article for one or more of such shares and the company shall complete and have ready for delivery such certificates within two months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application for registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder. Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issues against letter of acceptance or of renunciation or in cases of issue of bonus shares. Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors and the company secretary, wherever the company has appointed a company secretary provided that if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or whole-time Director. Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person, to whom it has been issued, indicating the date of issue. (b) Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single member, and the certificate of any shares which may be the subject of joint ownership, may be delivered to anyone of such joint owners on behalf of all of them. For any further certificate the Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupees Fifty. The Company shall comply with the provisions of Section 39 of the Act. (c) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose. The provisions of this Article shall mutatis mutandis apply to debentures of the Company. 29. If any certificate be worn out, defaced, mutilated or torn or if there be no Issue of new certificates in further space on the back thereof for endorsement of transfer, then upon place of those defaced, lost production and surrender thereof to the Company, a new Certificate may be or destroyed issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, being given, a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every Certificate under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.50/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in 394Sr. No. Particulars Article replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956, or any other Act, or rules applicable in this behalf. The provisions of this Article shall mutatis mutandis apply to debentures of the Company. 30. If any share stands in the names of two or more persons, the person first The first named joint holder named in the Register shall as regard receipts of dividends or bonus or deemed Sole holder service of notices and all or any other matter connected with the Company except voting at meetings, and the transfer of the shares, be deemed sole holder thereof but the joint-holders of a share shall be severally as well as jointly liable for the payment of all calls and other payments due in respect of such share and for all incidentals thereof according to the Company’s regulations. 31. The Company shall not be bound to register more than three persons as the Maximum number of joint joint holders of any share. holders 32. Except as ordered by a Court of competent jurisdiction or as by law required, Company not bound to the Company shall not be bound to recognise any equitable, contingent, recognise any interest in future or partial interest in any share, or (except only as is by these Articles share other than that of otherwise expressly provided) any right in respect of a share other than an registered holders absolute right thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof but the Board shall be at liberty at its sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them. 33. If by the conditions of allotment of any share the whole or part of the amount Instalment on shares to be or issue price thereof shall be payable by instalment, every such instalment duly paid shall when due be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative. 34. Notwithstanding anything contained in these Articles, the Directors of the Right of Directors to refuse Company may in their absolute discretion refuse sub-division of share sub-division certificates or debenture certificates into denominations of less than the marketable lots except where such sub-division is required to be made to comply with a statutory provision or an order of a competent court of law. 35. Notwithstanding anything contained herein, certificate, if required, for a Issue of certificates, if dematerialised share, debenture and other security shall be issued in the required, in the case of name of the Depository, however, the Person who is the Beneficial Owner dematerialized shares / of such shares, debentures and other securities shall be entitled to all the debentures / other securities rights as set out in these Articles UNDERWRITING AND BROKERAGE 36. Subject to the provisions of Section 40 (6) of the Act, the Company may at Commission any time pay a commission to any person in consideration of his subscribing 395Sr. No. Particulars Article or agreeing, to subscribe (whether absolutely or conditionally) for any shares or debentures in the Company, or procuring, or agreeing to procure subscriptions (whether absolutely or conditionally) for any shares or debentures in the Company but so that the commission shall not exceed the maximum rates laid down by the Act and the rules made in that regard. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other. 37. The Company may pay on any issue of shares and debentures such Brokerage brokerage as may be reasonable and lawful. CALLS 38. (a) The Board may, from time to time, subject to the terms on which any Directors may make calls shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board and not by a circular resolution, make such calls as it thinks fit, upon the Members in respect of all the moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the persons and at the time and places appointed by the Board. (b) A call may be revoked or postponed at the discretion of the Board. (c) A call may be made payable by instalments. 39. Fifteen days’ notice in writing of any call shall be given by the Company Notice of Calls specifying the time and place of payment, and the person or persons to whom such call shall be paid. 40. A call shall be deemed to have been made at the time when the resolution of Calls to date from resolution the Board of Directors authorising such call was passed and may be made payable by the members whose names appear on the Register of Members on such date or at the discretion of the Directors on such subsequent date as may be fixed by Directors. 41. Whenever any calls for further share capital are made on shares, such calls Calls on uniform basis shall be made on uniform basis on all shares falling under the same class. For the purposes of this Article shares of the same nominal value of which different amounts have been paid up shall not be deemed to fall under the same class. 42. The Board may, from time to time, at its discretion, extend the time fixed Directors may extend time for the payment of any call and may extend such time as to all or any of the members who on account of the residence at a distance or other cause, which the Board may deem fairly entitled to such extension, but no member shall be entitled to such extension save as a matter of grace and favour. 43. If any Member fails to pay any call due from him on the day appointed for Calls to carry interest payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board not exceeding 10% per annum but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member. 396Sr. No. Particulars Article 44. If by the terms of issue of any share or otherwise any amount is made Sums deemed to be calls payable at any fixed time or by instalments at fixed time (whether on account of the amount of the share or by way of premium) every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or instalment accordingly. 45. On the trial or hearing of any action or suit brought by the Company against Proof on trial of suit for any Member or his representatives for the recovery of any money claimed money due on shares to be due to the Company in respect of his shares, if shall be sufficient to prove that the name of the Member in respect of whose shares the money is sought to be recovered, appears entered on the Register of Members as the holder, at or subsequent to the date at which the money is sought to be recovered is alleged to have become due on the share in respect of which such money is sought to be recovered in the Minute Books: and that notice of such call was duly given to the Member or his representatives used in pursuance of these Articles: and that it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made was duly convened or constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 46. Neither a judgment nor a decree in favour of the Company for calls or other Judgment, decree, partial moneys due in respect of any shares nor any part payment or satisfaction payment motto proceed for thereunder nor the receipt by the Company of a portion of any money which forfeiture shall from time to time be due from any Member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce forfeiture of such shares as hereinafter provided. 47. (a) The Board may, if it thinks fit, receive from any Member willing to Payments in Anticipation of advance the same, all or any part of the amounts of his respective shares calls may carry interest beyond the sums, actually called up and upon the moneys so paid in advance, or upon so much thereof, from time to time, and at any time thereafter as exceeds the amount of the calls then made upon and due in respect of the shares on account of which such advances are made the Board may pay or allow interest, at 12% per annum The Board may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to the Member three months’ notice in writing: provided that moneys paid in advance of calls on shares may carry interest but shall not confer a right to dividend or to participate in profits. (b) No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable. The provisions of this Article shall mutatis mutandis apply to calls on debentures issued by the Company. LIEN 48. The Company shall have a first and paramount lien upon all the Company to have Lien on shares/debentures (other than fully paid-up shares/debentures) registered in shares 397Sr. No. Particulars Article the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause. Every fully paid share shall be free from all lien and that in the case of partly paid shares the Issuer’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares. 49. For the purpose of enforcing such lien the Directors may sell the shares As to enforcing lien by sale subject thereto in such manner as they shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member or the person (if any) entitled by transmission to the shares and default shall have been made by him in payment, fulfilment of discharge of such debts, liabilities or engagements for seven days after such notice. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof and purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale as the Certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new Certificate or Certificates in lieu thereof to the purchaser or purchasers concerned. 50. The net proceeds of any such sale shall be received by the Company and Application of proceeds of applied in or towards payment of such part of the amount in respect of which sale the lien exists as is presently payable and the residue, if any, shall (subject to lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. FORFEITURE AND SURRENDER OF SHARES 51. If any Member fails to pay the whole or any part of any call or instalment or If call or instalment not any moneys due in respect of any shares either by way of principal or interest paid, notice may be given on or before the day appointed for the payment of the same, the Directors may, at any time thereafter, during such time as the call or instalment or any part thereof or other moneys as aforesaid remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such Member or on the person (if any) entitled to the shares by transmission, requiring him to pay such call or instalment of such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses (legal or otherwise) that may have been accrued by the Company by reason of such non-payment. Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call or instalment or any part thereof as aforesaid by reason of the delay occasioned in payment due to the necessity of complying with 398Sr. No. Particulars Article the provisions contained in the relevant exchange control laws or other applicable laws of India, for the time being in force. 52. The notice shall name a day (not being less than fourteen days from the date Terms of notice of notice) and a place or places on and at which such call or instalment and such interest thereon as the Directors shall determine from the day on which such call or instalment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that, in the event of the non-payment at or before the time and at the place or places appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. 53. If the requirements of any such notice as aforesaid shall not be complied On default of payment, with, every or any share in respect of which such notice has been given, may shares to be forfeited at any time thereafter but before payment of all calls or installments, interest and expenses, due in respect thereof, be forfeited by resolution of the Board to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture. 54. When any shares have been forfeited, notice of the forfeiture shall be given Notice of forfeiture to a to the member in whose name it stood immediately prior to the forfeiture, Member and an entry of the forfeiture, with the date thereof shall forthwith be made in the Register of Members. 55. Any shares so forfeited, shall be deemed to be the property of the Company Forfeited shares to be and may be sold, re-allotted, or otherwise disposed of, either to the original property of the Company holder thereof or to any other person, upon such terms and in such manner and may be sold etc. as the Board in their absolute discretion shall think fit. 56. Any Member whose shares have been forfeited shall notwithstanding the Members still liable to pay forfeiture, be liable to pay and shall forthwith pay to the Company, on money owing at time of demand all calls, instalments, interest and expenses owing upon or in respect forfeiture and interest of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment, at such rate as the Board may determine and the Board may enforce the payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture, but shall not be under any obligation to do so. 57. The forfeiture shares shall involve extinction at the time of the forfeiture, of Effect of forfeiture all interest in all claims and demand against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved. 58. A declaration in writing that the declarant is a Director or Secretary of the Evidence of Forfeiture Company and that shares in the Company have been duly forfeited in accordance with these articles on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares. 59. The Company may receive the consideration, if any, given for the share on Title of purchaser and any sale, re-allotment or other disposition thereof and the person to whom allottee of Forfeited shares such share is sold, re-allotted or disposed of may be registered as the holder 399Sr. No. Particulars Article of the share and he shall not be bound to see to the application of the consideration: if any, nor shall his title to the share be affected by any irregularly or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the shares. 60. Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of share preceding Article, the certificate or certificates originally issued in respect certificate in respect of of the relative shares shall (unless the same shall on demand by the Company forfeited shares have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a duplicate certificate or certificates in respect of the said shares to the person or persons entitled thereto. 61. In the meantime and until any share so forfeited shall be sold, re-allotted, or Forfeiture may be remitted otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion and by a resolution of the Directors, be remitted as a matter of grace and favour, and not as was owing thereon to the Company at the time of forfeiture being declared with interest for the same unto the time of the actual payment thereof if the Directors shall think fit to receive the same, or on any other terms which the Director may deem reasonable. 62. Upon any sale after forfeiture or for enforcing a lien in purported exercise Validity of sale of the powers hereinbefore given, the Board may appoint some person to execute an instrument of transfer of the Shares sold and cause the purchaser's name to be entered in the Register of Members in respect of the Shares sold, and the purchasers shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after his name has been entered in the Register of Members in respect of such Shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. 63. The Directors may, subject to the provisions of the Act, accept a surrender Surrender of shares of any share from or by any Member desirous of surrendering on such terms the Directors may think fit. TRANSFER AND TRANSMISSION OF SHARES 64. The instrument of transfer of any share in or debenture of the Company shall Execution of the instrument be executed by or on behalf of both the transferor and transferee. of shares The transferor shall be deemed to remain a holder of the share or debenture until the name of the transferee is entered in the Register of Members or Register of Debenture holders in respect thereof. 65. The instrument of transfer of any share or debenture shall be in writing and Transfer Form all the provisions of Section 56 and statutory modification thereof including other applicable provisions of the Act shall be duly complied with in respect of all transfers of shares or debenture and registration thereof. The instrument of transfer shall be in a common form approved by the Exchange; 66. The Company shall not register a transfer in the Company other than the Transfer not to be transfer between persons both of whose names are entered as holders of registered except on 400Sr. No. Particulars Article beneficial interest in the records of a depository, unless a proper instrument production of instrument of of transfer duly stamped and executed by or on behalf of the transferor and transfer by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee, has been delivered to the Company along with the certificate relating to the shares or if no such share certificate is in existence along with the letter of allotment of the shares: Provided that where, on an application in writing made to the Company by the transferee and bearing the stamp, required for an instrument of transfer, it is proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit, provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder any person to whom the right to any shares in the Company has been transmitted by operation of law. 67. Subject to the provisions of Section 58 of the Act and Section 22A of the Directors may refuse to Securities Contracts (Regulation) Act, 1956, the Directors may, decline to register transfer register—any transfer of shares on which the company has a lien. That registration of transfer shall however not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever; 68. If the Company refuses to register the transfer of any share or transmission Notice of refusal to be given of any right therein, the Company shall within a period of thirty days from to transferor and transferee the date on which the instrument of transfer or intimation of transmission was lodged with the Company, send notice of refusal to the transferee and transferor or to the person giving intimation of the transmission, as the case may be, and there upon the provisions of Section 56 of the Act or any statutory modification thereof for the time being in force shall apply. 69. No fee shall be charged for registration of transfer, transmission, Probate, No fee on transfer Succession Certificate and letter of administration, Certificate of Death or Marriage, Power of Attorney or similar other document with the Company. 70. The Board of Directors shall have power on giving not less than seven days Closure of Register of pervious notice in accordance with section 91 and rules made there under Members or debenture close the Register of Members and/or the Register of debentures holders holder or other security and/or other security holders at such time or times and for such period or holders periods, not exceeding thirty days at a time, and not exceeding in the aggregate forty five days in each year as it may seem expedient to the Board. 71. In the case of transfer of shares, debentures or other marketable securities Applicability of where the Company has not issued any certificate and where shares and Depositories securities are being held in an electronic and fungible form, the provisions Act of the Depositories Act shall apply. Provided that in respect of the shares, debentures and other marketable securities held by the Depository on behalf of a Beneficial Owner as defined in the Depositories Act, Section 89 of the Act shall not apply. 72. The instrument of transfer shall after registration be retained by the Custody of transfer Deeds Company and shall remain in its custody. All instruments of transfer which the Directors may decline to register shall on demand be returned to the 401Sr. No. Particulars Article persons depositing the same. The Directors may cause to be destroyed all the transfer deeds with the Company after such period as they may determine. 73. Where an application of transfer relates to partly paid shares, the transfer Application for transfer of shall not be registered unless the Company gives notice of the application to partly paid shares the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice. 74. For this purpose, the notice to the transferee shall be deemed to have been Notice to transferee duly given if it is dispatched by prepaid registered post/speed post/ courier to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post. 75. (a) On the death of a Member, the survivor or survivors, where the Member Recognition of legal was a joint holder, and his nominee or nominees or legal representatives representative where he was a sole holder, shall be the only person recognized by the Company as having any title to his interest in the shares. (b) Before recognising any executor or administrator or legal representative, the Board may require him to obtain a Grant of Probate or Letters Administration or other legal representation as the case may be, from some competent court in India. Provided nevertheless that in any case where the Board in its absolute discretion thinks fit, it shall be lawful for the Board to dispense with the production of Probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise, as the Board in its absolute discretion, may consider adequate (c)Nothing in clause (a) above shall release the estate of the deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 76. The Executors or Administrators of a deceased Member or holders of a Titles of Shares of deceased Succession Certificate or the Legal Representatives in respect of the Shares Member of a deceased Member (not being one of two or more joint holders) shall be the only persons recognized by the Company as having any title to the Shares registered in the name of such Members, and the Company shall not be bound to recognize such Executors or Administrators or holders of Succession Certificate or the Legal Representative unless such Executors or Administrators or Legal Representative shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with production of Probate or Letters of Administration or Succession Certificate and register Shares standing in the name of a deceased Member, as a Member. However, provisions of this Article are subject to Sections 72 of the Companies Act. 402Sr. No. Particulars Article 77. Where, in case of partly paid Shares, an application for registration is made Notice of application when by the transferor, the Company shall give notice of the application to the to be given transferee in accordance with the provisions of Section 56 of the Act. 78. Subject to the provisions of the Act and these Articles, any person becoming Registration of persons entitled to any share in consequence of the death, lunacy, bankruptcy, entitled to share otherwise insolvency of any member or by any lawful means other than by a transfer than by transfer in accordance with these presents, may, with the consent of the Directors (Transmission clause) (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of this title as the Director shall require either be registered as member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as Member in respect of such shares; provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance so he shall not be freed from any liability in respect of such shares. This clause is hereinafter referred to as the ‘Transmission Clause’. 79. Subject to the provisions of the Act and these Articles, the Directors shall Refusal to register nominee have the same right to refuse or suspend register a person entitled by the transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration. 80. Every transmission of a share shall be verified in such manner as the Board may require evidence Directors may require and the Company may refuse to register any such of transmission transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity. 81. The Company shall incur no liability or responsibility whatsoever in Company not liable for consequence of its registering or giving effect to any transfer of shares made, disregard of a notice or purporting to be made by any apparent legal owner thereof (as shown or prohibiting registration of appearing in the Register or Members) to the prejudice of persons having or transfer claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or require to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit. 82. In the case of any share registered in any register maintained outside India Form of transfer Outside the instrument of transfer shall be in a form recognized by the law of the India place where the register is maintained but subject thereto shall be as near to the form prescribed in Form no. SH-4 hereof as circumstances permit. 403Sr. No. Particulars Article 83. No transfer shall be made to any minor, insolvent or person of unsound No transfer to insolvent etc. mind. NOMINATION 84. a) Notwithstanding anything contained in the articles, every holder of Nomination securities of the Company may, at any time, nominate a person in whom his/her securities shall vest in the event of his/her death and the provisions of Section 72 of the Companies Act, 2013 shall apply in respect of such nomination. b) No person shall be recognized by the Company as a nominee unless an intimation of the appointment of the said person as nominee has been given to the Company during the lifetime of the holder(s) of the securities of the Company in the manner specified under Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 c)The Company shall not be in any way responsible for transferring the securities consequent upon such nomination. lf the holder(s) of the securities survive(s) nominee, then the nomination made by the holder(s) shall be of no effect and shall automatically stand revoked. 85. A nominee, upon production of such evidence as may be required by the Transmission of Securities Board and subject as hereinafter provided, elect, either- by nominee (i) to be registered himself as holder of the security, as the case may be; or (ii) to make such transfer of the security, as the case may be, as the deceased security holder, could have made; (iii) if the nominee elects to be registered as holder of the security, himself, as the case may be, he shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased security holder as the case may be; (iv) a nominee shall be entitled to the same dividends and other advantages to which he would be entitled to, if he were the registered holder of the security except that he shall not, before being registered as a member in respect of his security, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. Provided further that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share or debenture, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all bonuses or other moneys payable or rights accruing in respect of the share or debenture, until the requirements of the notice have been complied with. 404Sr. No. Particulars Article DEMATERIALISATION OF SHARES 86. Subject to the provisions of the Act and Rules made there under the Dematerialisation of Company may offer its members facility to hold securities issued by it in Securities dematerialized form. JOINT HOLDER 87. Where two or more persons are registered as the holders of any share they Joint Holders shall be deemed to hold the same as joint Shareholders with benefits of survivorship subject to the following and other provisions contained in these Articles. 88. The Joint holders of any share shall be liable severally as well as jointly for Joint and several liabilities and in respect of all calls and other payments which ought to be made in for all payments in respect respect of such share. of shares 89. On the death of any such joint holders the survivor or survivors shall be the Title of survivors only person recognized by the Company as having any title to the share but the Board may require such evidence of death as it may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability of shares held by them jointly with any other person; 90. Any one of two or more joint holders of a share may give effectual receipts Receipts of one sufficient of any dividends or other moneys payable in respect of share; and 91. Only the person whose name stands first in the Register of Members as one Delivery of certificate and of the joint holders of any share shall be entitled to delivery of the certificate giving of notices to first relating to such share or to receive documents from the Company and any named holders such document served on or sent to such person shall deemed to be service on all the holders. 92. Any one of two or more joint holders may vote at any meeting either Vote of joint-holders personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one of such Persons so present whose name stands first or higher (as the case may be) in the register in respect of such shares shall alone be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to vote in preference to a joint holder present by attorney or by proxy although the name of such joint holder present by any attorney or proxy stands first or higher (as the case may be) in the register in respect of such shares. 93. Several executors or administrators of a deceased Member in whose Executors or administrators (deceased Member) sole name any share stands, shall for the purpose of this as clause be deemed joint holders. joint holders 94. A Member of unsound mind, or in respect of whom an order has been made How members non compos by any court having jurisdiction in lunacy, may vote, whether on a show of mentis and minor may vote hands or on a poll, by his committee or other legal guardian, and any such committee or guardian and may, on a poll, vote by proxy. If any Member be a minor, the vote in respect of his share or shares shall be by his guardian or any one of his guardians. 405Sr. No. Particulars Article 95. Subject to the provisions of the Act and other provisions of these Articles, Votes in respect of shares of any person entitled under the Transmission Clause to any shares may vote deceased or insolvent at any general meeting in respect thereof as if he was the registered holder embers, of such shares, provided that at least 48 (forty eight) hours before the time etc. of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall duly satisfy the Board of his right to such shares unless the Board shall have previously admitted his right to vote at such meeting in respect thereof. 96. Any business other than that upon which a poll has been demanded may be Business may proceed proceeded with, pending the taking of the poll. pending poll SHARE WARRANTS 97. The Company may issue warrants subject to and in accordance with Power to issue share provisions of the Act and accordingly the Board may in its discretion with warrants respect to any Share which is fully paid upon application in writing signed by the persons registered as holder of the Share, and authenticated by such evidence(if any) as the Board may, from time to time, require as to the identity of the persons signing the application and on receiving the certificate (if any) of the Share, and the amount of the stamp duty on the warrant and such fee as the Board may, from time to time, require, issue a share warrant. 98. The bearer of a share warrant may at any time deposit the warrant at the Deposit of share warrants Office of the Company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for call in a meeting of the Company, and of attending and voting and exercising the other privileges of a Member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the Register of Members as the holder of the Share included in the deposit warrant. Not more than one person shall be recognized as depositor of the Share warrant. The Company shall, on two day's written notice, return the deposited share warrant to the depositor. 99. Subject as herein otherwise expressly provided, no person, being a bearer of Privileges and disabilities of a share warrant, shall sign a requisition for calling a meeting of the Company the holders of share warrant or attend or vote or exercise any other privileges of a Member at a meeting of the Company, or be entitled to receive any notice from the Company. The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register of Members as the holder of the Share included in the warrant, and he shall be a Member of the Company. 100. The Board may, from time to time, make bye-laws as to terms on which (if Issue of new share warrant it shall think fit), a new share warrant or coupon may be issued by way of coupons renewal in case of defacement, loss or destruction. 406Sr. No. Particulars Article CONVERSION OF SHARES INTO STOCK 101. The Company may, by ordinary resolution in General Meeting, Conversion of shares into stock or reconversion a) convert any fully paid-up shares into stock; and b) re-convert any stock into fully paid-up shares of any denomination. 102. The holders of stock may transfer the same or any part thereof in the same Transfer of stock manner as and subject to the same regulation under which the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit, provided that, the Board may, from time to time, fix the minimum amount of stock transferable so however that such minimum shall not exceed the nominal amount of the shares from which the stock arose. 103. The holders of stock shall, according to the amount of stock held by them, Rights of stock have the same rights, privileges and advantages as regards dividends, Holders participation in profits, voting at meetings of the Company, and other matters, as if they hold the shares for which the stock arose but no such privilege or advantage shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. 104. Such of the regulations of the Company (other than those relating to share Regulations warrants), as are applicable to paid up share shall apply to stock and the words “share” and “shareholders” in those regulations shall include “stock” and “stockholders” respectively. BORROWING POWERS 105. Subject to the provisions of the Act and these Articles, the Board may, from Power to borrow time to time at its discretion, by a resolution passed at a meeting of the Board generally raise or borrow money by way of deposits, loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in any other manner, or from any person, firm, company, co- operative society, anybody corporate, bank, institution, whether incorporated in India or abroad, Government or any authority or any other body for the purpose of the Company and may secure the payment of any sums of money so received, raised or borrowed; provided that the total amount borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not without the consent of the Company in General Meeting exceed the aggregate of the paid up capital of the Company and its free reserves that is to say reserves not set apart for any specified purpose. 106. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc. or with debentures, debenture-stock or any other securities may be issued at a special privileges discount, premium or otherwise and with any special privileges and conditions as to redemption, surrender, allotment of shares, appointment of Directors or otherwise; provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting. 407Sr. No. Particulars Article 107. The payment and/or repayment of moneys borrowed or raised as aforesaid Securing payment or or any moneys owing otherwise or debts due from the Company may be repayment of Moneys secured in such manner and upon such terms and conditions in all respects borrowed as the Board may think fit, and in particular by mortgage, charter, lien or any other security upon all or any of the assets or property (both present and future) or the undertaking of the Company including its uncalled capital for the time being, or by a guarantee by any Director, Government or third party, and the bonds, debentures and debenture stocks and other securities may be made assignable, free from equities between the Company and the person to whom the same may be issued and also by a similar mortgage, charge or lien to secure and guarantee, the performance by the Company or any other person or company of any obligation undertaken by the Company or any person or Company as the case may be. 108. Any bonds, debentures, debenture-stock or their securities issued or to be Bonds, Debentures etc. to be issued by the Company shall be under the control of the Board who may under the control of the issue them upon such terms and conditions, and in such manner and for such Directors consideration as they shall consider to be for the benefit of the Company. 109. If any uncalled capital of the Company is included in or charged by any Mortgage of uncalled mortgage or other security the Directors shall subject to the provisions of Capital the Act and these Articles, make calls on the members in respect of such uncalled capital in trust for the person in whose favour such mortgage or security is executed. 110. Subject to the provisions of the Act and these Articles if the Directors or any Indemnity may be given of them or any other person shall incur or be about to incur any liability whether as principal or surely for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability. MEETINGS OF MEMBERS 111. All the General Meetings of the Company other than Annual General Distinction between AGM Meetings shall be called Extra-ordinary General Meetings. & EGM 112. No business shall be transacted at any general meeting unless a quorum of Presence of Quorum members is present at the time when the meeting proceeds to business and the quorum for the general meetings shall be as provided in section 103 113. The Directors may, whenever they think fit, convene an Extra-Ordinary Extra-Ordinary General General Meeting and they shall on requisition of Members made in Meeting by Board and by compliance with Section 100 of the Act, forthwith proceed to convene requisition Extra-Ordinary General Meeting of the members. If at any time there are not within India sufficient Directors capable of acting When a Director or any two to form a quorum, or if the number of Directors be reduced in number to Members may call an Extra less than the minimum number of Directors prescribed by these Articles and Ordinary General Meeting the continuing Directors fail or neglect to increase the number of Directors to that number or to convene a General Meeting, any Director or any two or more Members of the Company holding not less than one-tenth of the total 408Sr. No. Particulars Article paid up share capital of the Company may call for an Extra-Ordinary General Meeting in the same manner as nearly as possible as that in which meeting may be called by the Directors. 114. No General Meeting, Annual or Extraordinary shall be competent to enter Meeting not to transact upon, discuss or transfer any business which has not been mentioned in the business not mentioned in notice or notices upon which it was convened. notice 115. The Chairman (if any) of the Board of Directors shall be entitled to take the Chairman of General chair at every General Meeting, whether Annual or Extraordinary. If there Meeting is no such Chairman of the Board of Directors, or if at any meeting he is not present within fifteen minutes of the time appointed for holding such meeting or if he is unable or unwilling to take the chair, then the Members present shall elect another Director as Chairman, and if no Director be present or if all the Directors present decline to take the chair then the Members present shall elect one of the members to be the Chairman of the meeting. 116. No business, except the election of a Chairman, shall be discussed at any Business confined to General Meeting whilst the Chair is vacant. election of Chairman whilst chair is vacant 117. a) The Chairperson may, with the consent of any meeting at which a quorum Chairman with consent may is present, and shall, if so directed by the meeting, adjourn the meeting from adjourn meeting time to time and from place to place. b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. c) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. d) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 118. In the case of an equality of votes the Chairman shall both on a show of Chairman’s casting vote hands, on a poll (if any) and e-voting, have casting vote in addition to the vote or votes to which he may be entitled as a Member. 119. Any poll duly demanded on the election of Chairman of the meeting or any In what case poll taken question of adjournment shall be taken at the meeting forthwith. without adjournment 120. The demand for a poll except on the question of the election of the Chairman Demand for poll not to and of an adjournment shall not prevent the continuance of a meeting for the prevent transaction of other transaction of any business other than the question on which the poll has business been demanded. VOTES OF MEMBERS 409Sr. No. Particulars Article 121. No Member shall be entitled to vote either personally or by proxy at any Members in arrears not to General Meeting or Meeting of a class of shareholders either upon a show vote of hands, upon a poll or electronically, or be reckoned in a quorum in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised, any right or lien. 122. Subject to the provision of these Articles and without prejudice to any Number of votes each special privileges, or restrictions as to voting for the time being attached to member entitled any class of shares for the time being forming part of the capital of the company, every Member, not disqualified by the last preceding Article shall be entitled to be present, and to speak and to vote at such meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting right of every Member present in person or by proxy shall be in proportion to his share of the paid-up equity share capital of the Company, Provided, however, if any preference shareholder is present at any meeting of the Company, save as provided in sub-section (2) of Section 47 of the Act, he shall have a right to vote only on resolution placed before the meeting which directly affect the rights attached to his preference shares. 123. On a poll taken at a meeting of the Company a member entitled to more than Casting of votes by a one vote or his proxy or other person entitled to vote for him, as the case member entitled to more may be, need not, if he votes, use all his votes or cast in the same way all than one vote the votes he uses. 124. A member of unsound mind, or in respect of whom an order has been made Vote of member of unsound by any court having jurisdiction in lunacy, or a minor may vote, whether on mind and of minor 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. 125. Notwithstanding anything contained in the provisions of the Companies Postal Ballot Act, 2013, and the Rules made there under, the Company may, and in the case of resolutions relating to such business as may be prescribed by such authorities from time to time, declare to be conducted only by postal ballot, shall, get any such business/ resolutions passed by means of postal ballot, instead of transacting the business in the General Meeting of the Company. 126. A member may exercise his vote at a meeting by electronic means in E-Voting accordance with section 108 and shall vote only once. 127. In the case of joint holders, the vote of the senior who tenders a vote, whether Votes of joint members in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. If more than one of the said persons remain present than the senior shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased Member in whose name share stands shall for the purpose of these Articles be deemed joints holders thereof. For this purpose, seniority shall be determined by the order in which the names stand in the register of members. 410Sr. No. Particulars Article 128. Votes may be given either personally or by attorney or by proxy or in case Votes may be given by proxy of a company, by a representative duly Authorised as mentioned in Articles or by representative 129. A body corporate (whether a company within the meaning of the Act or not) Representation of a body may, if it is member or creditor of the Company (including being a holder corporate of debentures) authorise such person by resolution of its Board of Directors, as it thinks fit, in accordance with the provisions of Section 113 of the Act to act as its representative at any Meeting of the members or creditors of the Company or debentures holders of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate as if it were an individual member, creditor or holder of debentures of the Company. 130. A member paying the whole or a part of the amount remaining unpaid on Members paying money in any share held by him although no part of that amount has been called up, advance shall not be entitled to any voting rights in respect of the moneys paid until the same would, but for this payment, become presently payable. 131. A member is not prohibited from exercising his voting rights on the ground Members not prohibited if that he has not held his shares or interest in the Company for any specified share not held for any period preceding the date on which the vote was taken. specified period 132. Any person entitled under Article 78 (transmission clause) to transfer any Votes in respect of shares of share may vote at any General Meeting in respect thereof in the same manner deceased or insolvent as if he were the registered holder of such shares, provided that at least forty- members eight hours before the time of holding the meeting or adjourned meeting, as the case may be at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such indemnify (if any) as the Directors may require or the directors shall have previously admitted his right to vote at such meeting in respect thereof. 133. No Member shall be entitled to vote on a show of hands unless such member No votes by proxy on show is present personally or by attorney or is a body Corporate present by a of hands representative duly Authorised under the provisions of the Act in which case such members, attorney or representative may vote on a show of hands as if he were a Member of the Company. In the case of a Body Corporate the production at the meeting of a copy of such resolution duly signed by a Director or Secretary of such Body Corporate and certified by him as being a true copy of the resolution shall be accepted by the Company as sufficient evidence of the authority of the appointment. 134. The instrument appointing a proxy and the power-of-attorney or other Appointment of a Proxy authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 135. An instrument appointing a proxy shall be in the form as prescribed in the Form of proxy rules made under section 105. 411Sr. No. Particulars Article 136. A vote given in accordance with the terms of an instrument of proxy shall Validity of votes given by be valid notwithstanding the previous death or insanity of the Member, or proxy notwithstanding revocation of the proxy or of any power of attorney which such proxy death of a member signed, or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death or insanity, revocation or transfer shall have been received at the office before the meeting or adjourned meeting at which the proxy is used. 137. No objection shall be raised to the qualification of any voter except at the Time for objections to votes 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. 138. Any such objection raised to the qualification of any voter in due time shall Chairperson of the Meeting be referred to the Chairperson of the meeting, whose decision shall be final to be the judge of validity of and conclusive. any vote 139. Where a poll is to be taken, the Chairperson of the meeting shall appoint Scrutinizers at poll such numbers of persons, as he deems necessary to scrutinise the poll process and votes given on the poll and to report thereon. The Chairperson shall have power, at any time before the result of the poll is declared to remove a scrutiniser from office and to fill vacancies in the office of scrutiniser arising from such removal or from any other cause. DIRECTORS 140. Until otherwise determined by a General Meeting of the Company and Number of Directors subject to the provisions of Section 149 of the Act, the number of Directors (including Debenture and Alternate Directors) shall not be less than three and not more than fifteen. Provided that a company may appoint more than fifteen directors after passing a special resolution 141. (a)The Following shall be the First Directors of the Company: First Directors 1. Srinibas Pradhan 2. Ramakanta Pradhan 3. Ananda Kumar Sahu (b) The Company in General Meeting may from time to time increase or reduce the number of Directors within the limit fixed as above. 142. A Director of the Company shall not be bound to hold any Qualification Qualification Shares in the Company. shares 143. Subject to the provisions of the Companies Act, 2013 and notwithstanding Nominee Directors anything to the contrary contained in these Articles, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement The Nominee Director/s so appointed shall not be required to hold any qualification shares in the Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s so appointed. The said Nominee Director/s 412Sr. No. Particulars Article shall be entitled to the same rights and privileges including receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is entitled. If the Nominee Director/s is an officer of any of the financial institution the sitting fees in relation to such nominee Directors shall accrue to such financial institution and the same accordingly be paid by the Company to them. The Financial Institution shall be entitled to depute observer to attend the meetings of the Board or any other Committee constituted by the Board. The Nominee Director/s shall, notwithstanding anything to the Contrary contained in these Articles, be at liberty to disclose any information obtained by him/them to the Financial Institution appointing him/them as such Director/s. 144. The Board may appoint an Alternate Director to act for a Director Appointment of alternate (hereinafter called “The Original Director”) during his absence for a period Director of not less than three months from India. An Alternate Director appointed under this Article shall not hold office for period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the Original Director returns to India. If the term of Office of the Original Director is determined before he so returns to India, any provision in the Act or in these Articles for the automatic re- appointment of retiring Director in default of another appointment shall apply to the Original Director and not to the Alternate Director. 145. Subject to the provisions of the Act, the Board shall have power at any time Additional Director and from time to time to appoint any other person to be an Additional Director. Any such Additional Director shall hold office only up to the date of the next Annual General Meeting. 146. The Company shall have such number of Independent Directors on the Appointment of Board of the Company, as may be required in terms of the provisions of Independent Director Section 149 of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 or any other Law, as may be applicable. Further, the appointment of such Independent Directors shall be in terms of the aforesaid provisions of Law and subject to the requirements prescribed under the SEBI Listing Regulations 147. Subject to the provisions of the Act, the Board shall have power at any time Director’s power to fill and from time to time to appoint a Director, if the office of any director casual vacancies appointed by the company in general meeting is vacated before his term of office expires in the normal course, who shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated by him. 148. The Company may, subject to the provisions of the Section 169 and other Removal of Director applicable provisions of the Act and these Articles remove any Director before the expiry of his period of office. 149. The remuneration of the Directors shall, in so far as it consists of a monthly Remuneration of directors payment, be deemed to accrue from day-to-day. 413Sr. No. Particulars Article The remuneration, including commission on profits, payable to the Directors, including any Managing or Whole-time Director or Manager, if any, shall be determined in accordance with and subject to the provisions of the Act and Rules made thereunder. 150. Until otherwise determined by the Company in General Meeting, each Sitting Fees Director other than the Managing/Whole-time Director (unless otherwise specifically provided for) shall be entitled to sitting fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending meetings of the Board or Committees thereof. 151. The Board of Directors may subject to the limitations provided in the Act Travelling expenses allow and pay to any Director who attends a meeting at a place other than Incurred by Director on his usual place of residence for the purpose of attending a meeting, such sum Company's business as the Board may consider fair, compensation for travelling, hotel and other incidental expenses properly incurred by him, in addition to his fee for attending such meeting as above specified. 152. Not less than two-thirds of the total number of Directors shall be persons Director liable to retire by whose period of office is liable to determination by retirement of Directors rotation by rotation. At each Annual General Meeting of the Company one-third of such of the Directors for the time being as are liable to retire by rotation or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office. The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment but, as between persons who became Directors on the same day those to retire in default of and subject to any agreement among themselves, be determined by lot. PROCEEDING OF THE BOARD OF DIRECTORS 153. (a) The Board of Directors may meet for the conduct of business, adjourn Meetings of Directors and otherwise regulate its meetings as it thinks fit. (b) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 154. Notice of every meeting of the Board of the Company shall be given in Notice of the Meeting writing to every Director at his postal address or email address as registered with the Company. 155. The participation of directors in a meeting of the Board may be either in Participation at the Board person or through video conferencing or audio visual means or Meeting teleconferencing, as may be prescribed by the Rules or permitted under law. 156. Save as otherwise expressly provided in the Act, a resolution in writing, Passing of resolution by signed, whether manually or by secure electronic mode, by a majority of the circulation 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 414Sr. No. Particulars Article 157. The Directors may from time to time elect from among their members a Chairperson Chairperson of the Board and determine the period for which he is to hold office. If at any meeting of the Board, the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of the Directors then present to preside at the meeting. Subject to Section 203 of the Act and rules made there under, one person can act as the Chairman as well as the Managing Director or Chief Executive Officer at the same time. 158. Questions arising at any meeting of the Board of Directors shall be decided Questions at Board meeting by a majority of votes and in the case of an equality of votes, the Chairman how decided will have a second or casting vote. 159. The continuing directors may act notwithstanding any vacancy in the Board; Continuing directors may but, if and so long as their number is reduced below the quorum fixed by the act notwithstanding any Act for a meeting of the Board, the continuing directors or director may act vacancy in the Board 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. 160. Subject to the provisions of the Act, the Board may delegate any of their Directors may appoint powers to a Committee consisting of such member or members of its body committee as it thinks fit, and it may from time to time revoke and discharge any such committee either wholly or in part and either as to person, or purposes, but every Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee in conformity with such regulations and in fulfilment of the purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board. 161. The Meetings and proceedings of any such Committee of the Board Committee Meetings how to consisting of two or more members shall be governed by the provisions be governed herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article. 162. A committee may elect a Chairperson of its meetings. Chairperson of Committee Meetings 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. 163. A committee may meet and adjourn as it thinks fit. Meetings of the Committee 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. 164. Subject to the provisions of the Act, all acts done by any meeting of the Acts of Board or Committee Board or by a Committee of the Board, or by any person acting as a Director shall be valid shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Director or persons acting as 415Sr. No. Particulars Article aforesaid, or that they or any of them were disqualified or had vacated office notwithstanding defect in or that the appointment of any of them had been terminated by virtue of any appointment provisions contained in the Act or in these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director. 165. The Company shall cause minutes of the meeting of the Board of Directors Minutes of proceedings of and of Committees of the Board to be duly entered in a book or books Board of Directors and provided for the purpose in accordance with the provisions of the Act and Committees to be kept. Rules made thereunder. The minutes shall contain a fair and correct summary of the proceedings at the meeting including the following: i) the names of the Directors present at the meeting of the Board of Directors or of any Committee of the Board; ii) all resolutions and proceedings of meetings of the Board of Directors and Committee of the Board; iii) in the case of each resolution passed at a meeting of the Board of Directors or Committees of the Board, the names of the Directors, if any, dissenting from or not concurring in the resolution. 166. Minutes of any meeting of the Board of Directors or of any Committees of Board Minutes to be the Board if purporting to be signed by the Chairman of such meeting or by evidence the Chairman of the next succeeding meeting shall be for all purposes whatsoever prima facie evidence of the actual passing of the resolution recorded and the actual and regular transaction or occurrence of the proceedings so recorded and the regularity of the meeting at which the same shall appear to have taken place. RETIREMENT AND ROTATION OF DIRECTORS 167. Subject to the provisions of Section 161 of the Act, if the office of any Power to fill casual vacancy Director appointed by the Company in General Meeting vacated before his term of office will expire in the normal course, the resulting casual vacancy may in default of and subject to any regulation in the Articles of the Company be filled by the Board of Directors at the meeting of the Board and the Director so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if had not been vacated as aforesaid. POWERS OF THE BOARD 168. The business of the Company shall be managed by the Board who may Powers of the Board exercise all such powers of the Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act, or by any other law or by the Memorandum or by the Articles required to be exercised by the Company in General Meeting. However, no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. 169. Without prejudice to the general powers conferred by the Articles and so as Certain powers of the Board not in any way to limit or restrict these powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions 416Sr. No. Particulars Article contained in the Articles, it is hereby, declared that the Directors shall have the following powers, that is to say (1) Subject to the provisions of the Act, to purchase or otherwise acquire any lands, buildings, machinery, premises, property, effects, assets, rights, creditors, royalties, business and goodwill of any person firm or company carrying on the business which this Company is authorised to carry on, in any part of India. (2) Subject to the provisions of the Act to purchase, take on lease for any term or terms of years, or otherwise acquire any land or lands, with or without buildings and out-houses thereon, situate in any part of India, at such conditions as the Directors may think fit, and in any such purchase, lease or acquisition to accept such title as the Directors may believe, or may be advised to be reasonably satisfy. (3) To erect and construct, on the said land or lands, buildings, houses, warehouses and sheds and to alter, extend and improve the same, to let or lease the property of the company, in part or in whole for such rent and subject to such conditions, as may be thought advisable; to sell such portions of the land or buildings of the Company as may not be required for the company; to mortgage the whole or any portion of the property of the company for the purposes of the Company; to sell all or any portion of the machinery or stores belonging to the Company. (4) At their discretion and subject to the provisions of the Act, the Directors may pay property rights or privileges acquired by, or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such share may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged. (5) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other moveable property of the Company either separately or co-jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power. (6) To open accounts with any Bank or Bankers and to pay money into and draw money from any such account from time to time as the Directors may think fit. (7) To secure the fulfilment of any contracts or engagement entered into by the Company by mortgage or charge on all or any of the property of the Company including its whole or part of its undertaking as a going concern and its uncalled capital for the time being or in such manner as they think fit. 417Sr. No. Particulars Article (8) To accept from any member, so far as may be permissible by law, a surrender of the shares or any part thereof, on such terms and conditions as shall be agreed upon. (9) To appoint any person to accept and hold in trust, for the Company property belonging to the Company, or in which it is interested or for any other purposes and to execute and to do all such deeds and things as may be required in relation to any such trust, and to provide for the remuneration of such trustee or trustees. (10) To institute, conduct, defend, compound or abandon any legal proceeding by or against the Company or its Officer, or otherwise concerning the affairs and also to compound and allow time for payment or satisfaction of any debts, due, and of any claims or demands by or against the Company and to refer any difference to arbitration, either according to Indian or Foreign law and either in India or abroad and observe and perform or challenge any award thereon. (11) To act on behalf of the Company in all matters relating to bankruptcy insolvency. (12) To make and give receipts, release and give discharge for moneys payable to the Company and for the claims and demands of the Company. (13) Subject to the provisions of the Act, and these Articles to invest and deal with any moneys of the Company not immediately required for the purpose thereof, upon such authority (not being the shares of this Company) or without security and in such manner as they may think fit and from time to time to vary or realise such investments. Save as provided in Section 187 of the Act, all investments shall be made and held in the Company’s own name. (14) To execute in the name and on behalf of the Company in favor of any Director or other person who may incur or be about to incur any personal liability whether as principal or as surety, for the benefit of the Company, such mortgage of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and other powers, provisions, covenants and agreements as shall be agreed upon. (15) To determine from time to time persons who shall be entitled to sign on Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purpose, whether by way of a resolution of the Board or by way of a power of attorney or otherwise. (16) To give to any Director, Officer, or other persons employed by the Company, a commission on the profits of any particular business or transaction, or a share in the general profits of the company; and such commission or share of profits shall be treated as part of the working expenses of the Company. 418Sr. No. Particulars Article (17) To give, award or allow any bonus, pension, gratuity or compensation to any employee of the Company, or his widow, children, dependents, that may appear just or proper, whether such employee, his widow, children or dependents have or have not a legal claim on the Company. (18) To set aside out of the profits of the Company such sums as they may think proper for depreciation or the depreciation funds or to insurance fund or to an export fund, or to a Reserve Fund, or Sinking Fund or any special fund to meet contingencies or repay debentures or debenture-stock or for equalizing dividends or for repairing, improving, extending and maintaining any of the properties of the Company and for such other purposes (including the purpose referred to in the preceding clause) as the Board may, in the absolute discretion think conducive to the interests of the Company, and subject to Section 179 of the Act, to invest the several sums so set aside or so much thereof as may be required to be invested, upon such investments (other than shares of this Company) as they may think fit and from time to time deal with and vary such investments and dispose of and apply and extend all or any part thereof for the benefit of the Company notwithstanding the matters to which the Board apply or upon which the capital moneys of the Company might rightly be applied or expended and divide the reserve fund into such special funds as the Board may think fit; with full powers to transfer the whole or any portion of a reserve fund or division of a reserve fund to another fund and with the full power to employ the assets constituting all or any of the above funds, including the depredation fund, in the business of the company or in the purchase or repayment of debentures or debenture-stocks and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with the power to the Board at their discretion to pay or allow to the credit of such funds, interest at such rate as the Board may think proper. (19) To appoint, and at their discretion remove or suspend such general manager, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisers, research workers, labourers, clerks, agents and servants, for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments or remuneration and to require security in such instances and for such amounts they may think fit and also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit and the provisions contained in the next following clauses shall be without prejudice to the general powers conferred by this clause. (20) At any time and from time to time by power of attorney, to appoint any person or persons to be the Attorney or attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also except in their limits authorised by the Board the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit, and such appointments may (if the Board think fit) be made in favour of the members or any of the members of any local Board 419Sr. No. Particulars Article established as aforesaid or in favour of any Company, or the shareholders, directors, nominees or manager of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such powers of attorney may contain such powers for the protection or convenience for dealing with such Attorneys as the Board may think fit, and may contain powers enabling any such delegated Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them. (21) Subject to Sections 188 of the Act, for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient. (22) From time to time to make, vary and repeal rules for the regulations of the business of the Company its Officers and employees. (23) To effect, make and enter into on behalf of the Company all transactions, agreements and other contracts within the scope of the business of the Company. (24) To apply for, promote and obtain any act, charter, privilege, concession, license, authorization, if any, Government, State or municipality, provisional order or license of any authority for enabling the Company to carry any of this objects into effect, or for extending and any of the powers of the Company or for effecting any modification of the Company’s constitution, or for any other purpose, which may seem expedient and to oppose any proceedings or applications which may seem calculated, directly or indirectly to prejudice the Company’s interests. (25) To pay and charge to the capital account of the Company any commission or interest lawfully payable there out under the provisions of Sections 40 of the Act and of the provisions contained in these presents. (26) To redeem preference shares. (27) To subscribe, incur expenditure or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or any other institutions or subjects which shall have any moral or other claim to support or aid by the Company, either by reason of locality or operation or of public and general utility or otherwise. (28) To pay the cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. (29) To pay and charge to the capital account of the Company any commission or interest lawfully payable thereon under the provisions of Section 40 of the Act. (30) To provide for the welfare of Directors or ex-Directors or employees or ex-employees of the Company and their wives, widows and families or the dependents or connections of such persons, by building or contributing to the building of houses, dwelling or chawls, or by grants of moneys, pension, gratuities, allowances, bonus or other payments, or by creating and 420Sr. No. Particulars Article from time to time subscribing or contributing, to provide other associations, institutions, funds or trusts and by providing or subscribing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit and subject to the provision of Section 181 of the Act, to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or object which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation, or of the public and general utility or otherwise. (31) To purchase or otherwise acquire or obtain license for the use of and to sell, exchange or grant license for the use of any trade mark, patent, invention or technical know-how. (32) To sell from time to time any Articles, materials, machinery, plants, stores and other Articles and thing belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and by- products. (33) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the property of or in the possession of the Company, or by erecting new or additional buildings, and to expend such sum of money for the purpose aforesaid or any of them as they be thought necessary or expedient. (34) To undertake on behalf of the Company any payment of rents and the performance of the covenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions, and otherwise to acquire on free hold sample of all or any of the lands of the Company for the time being held under lease or for an estate less than freehold estate. (35) To improve, manage, develop, exchange, lease, sell, resell and re- purchase, dispose of, deal or otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested. (36) To let, sell or otherwise dispose of subject to the provisions of Section 180 of the Act and of the other Articles any property of the Company, either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as it thinks fit and to accept payment in satisfaction for the same in cash or otherwise as it thinks fit. (37) Generally subject to the provisions of the Act and these Articles, to delegate the powers/authorities and discretions vested in the Directors to any person(s), firm, company or fluctuating body of persons as aforesaid. (38) To comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or expedient to comply with. 421Sr. No. Particulars Article MANAGING AND WHOLE-TIME DIRECTORS 170. Subject to the provisions of the Act and of these Articles, the Directors may Powers to appoint from time to time in Board Meetings appoint one or more of their body to Managing/ Whole-time be a Managing Director or Managing Directors or whole-time Director or Directors whole-time Directors of the Company for such term not exceeding five years at a time as they may think fit to manage the affairs and business of the Company, and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. Subject to the approval of shareholders in their meeting, the Managing Director or Whole Time Director of the Company may be appointed and continue to hold the office of the Chairman and Managing Director or Chairman and Whole-Time Director or Chief Executive officer of the Company at the same time. The Managing Director or Managing Directors or Whole-Time Director or Whole-Time Directors so appointed shall be liable to retire by rotation. A Managing Director or Whole-time Director who is appointed as Director immediately on the retirement by rotation shall continue to hold his office as Managing Director or Whole-time Director and such re-appointment as such Director shall not be deemed to constitute a break in his appointment as Managing Director or Whole-time Director. 171. The remuneration of a Managing Director or a Whole-time Director (subject Remuneration of Managing to the provisions of the Act and of these Articles and of any contract between or Whole Time Director him and the Company) shall from time to time be fixed by the Directors, and may be, by way of fixed salary, or commission on profits of the Company, or by participation in any such profits, or by any, or all of these modes. 172. (1) Subject to control, direction and supervision of the Board of Powers and duties of Directors, the day-today management of the company will be in the hands Managing Director or of the Managing Director or Whole-time Director appointed in accordance Whole-time Director with regulations of these Articles of Association with powers to the Directors to distribute such day-to-day management functions among such Directors and in any manner as may be directed by the Board. (2) The Directors may from time to time entrust to and confer upon the Managing Director or Whole-time Director for the time being save as prohibited in the Act, such of the powers exercisable under these presents by the Directors as they may think fit, and may confer such objects and purposes, and upon such terms and conditions, and with such restrictions as they think expedient; and they may subject to the provisions of the Act and these Articles confer such powers, either collaterally with or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any such powers. (3) The Company’s General Meeting may also from time to time appoint any Managing Director or Managing Directors or Whole Time Director or Whole Time Directors of the Company and may exercise all the powers referred to in these Articles. 422Sr. No. Particulars Article (4) The Managing Director shall be entitled to sub-delegate (with the sanction of the Directors where necessary) all or any of the powers, authorities and discretions for the time being vested in him in particular from time to time by the appointment of any attorney or attorneys for the management and transaction of the affairs of the Company in any specified locality in such manner as they may think fit. (5) Notwithstanding anything contained in these Articles, the Managing Director is expressly allowed generally to work for and contract with the Company and specially to do the work of Managing Director and also to do any work for the Company upon such terms and conditions and for such remuneration (subject to the provisions of the Act) as may from time to time be agreed between him and the Directors of the Company. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER 173. Subject to the provisions of the Act, — Board to appoint Chief Executive Officer/ A chief executive officer, manager, company secretary or chief financial Manager/ Company officer may be appointed by the Board for such term, at such remuneration Secretary/ Chief Financial and upon such conditions as it may think fit; and any chief executive officer, Officer manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board; A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. DIVIDEND AND RESERVES 174. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. (2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. (3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 175. The Company in General Meeting may declare dividends, to be paid to The company in General members according to their respective rights and interests in the profits and Meeting may declare may fix the time for payment and the Company shall comply with the Dividends 423Sr. No. Particulars Article provisions of Section 127 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors, but the Company may declare a smaller dividend in general meeting. 176. The Board may, before recommending any dividend, set aside out of the Transfer to reserves profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 177. Subject to the provisions of section 123, the Board may from time to time Interim Dividend pay to the members such interim dividends as appear to it to be justified by the profits of the company. 178. The Directors may retain any dividends on which the Company has a lien Debts may be deducted and may apply the same in or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists. 179. No amount paid or credited as paid on a share in advance of calls shall be Capital paid up in advance treated for the purposes of this articles as paid on the share. not to earn dividend 180. All dividends shall be apportioned and paid proportionately to the amounts Dividends in proportion to paid or credited as paid on the shares during any portion or portions of the amount paid-up period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividends as from a particular date such share shall rank for dividend accordingly. 181. The Board of Directors may retain the dividend payable upon shares in Retention of dividends until respect of which any person under Articles has become entitled to be a completion of transfer member, or any person under that Article is entitled to transfer, until such under Articles person becomes a member, in respect of such shares or shall duly transfer the same. 182. No member shall be entitled to receive payment of any interest or dividend No Member to receive or bonus in respect of his share or shares, whilst any money may be due or dividend whilst indebted to owing from him to the Company in respect of such share or shares (or the company and the otherwise however, either alone or jointly with any other person or persons) Company’s right of and the Board of Directors may deduct from the interest or dividend payable reimbursement thereof to any member all such sums of money so due from him to the Company. 183. A transfer of shares does not pass the right to any dividend declared thereon Effect of transfer of shares before the registration of the transfer. 184. Any one of several persons who are registered as joint holders of any share Dividend to joint holders may give effectual receipts for all dividends or bonus and payments on account of dividends in respect of such share. 424Sr. No. Particulars Article 185. Any dividend, interest or other monies payable in cash in respect of shares Dividends how remitted 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. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 186. Notice of any dividend that may have been declared shall be given to the Notice of dividend persons entitled to share therein in the manner mentioned in the Act. 187. No unclaimed dividend shall be forfeited before the claim becomes barred No interest on Dividends by law and no unpaid dividend shall bear interest as against the Company. 188. The waiver in whole or in part of any dividend on any share by any Waiver of dividends document shall be effective only if such document is signed by the Member (or the Person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Board. 189. Unclaimed Dividend shall be dealt with as provided under the Act or Rules Unclaimed Dividend made thereunder. CAPITALIZATION 190. (1) The Company in General Meeting may, upon the recommendation Capitalization of the Board, resolve: (a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the Profit and Loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (2) The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in clause (3) either in or towards: (i) paying up any amounts for the time being unpaid on any shares held by such members respectively; (ii) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii). (3) A Securities Premium Account and Capital Redemption Reserve Account may, for the purposes of this regulation, only be applied in the 425Sr. No. Particulars Article paying up of unissued shares to be issued to members of the Company and fully paid bonus shares. (4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation. 191. (1) Whenever such a resolution as aforesaid shall have been passed, Fractional Certificates the Board shall — (a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully paid shares, if any, and (b) Generally to do all acts and things required to give effect thereto. (2) The Board shall have full power - (a) to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, in case of shares becoming distributable in fractions; and also (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares to which they may be entitled upon such capitalization, or (as the case may require) for the payment by the Company on their behalf, by the application thereto of their respective proportions, of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares. (3) Any agreement made under such authority shall be effective and binding on all such members. (4) That for the purpose of giving effect to any resolution, under the preceding paragraph of this Article, the Directors may give such directions as may be necessary and settle any questions or difficulties that may arise in regard to any issue including distribution of new equity shares and fractional certificates as they think fit. 192. (1) The books containing the minutes of the proceedings of any General Inspection of Minutes Books Meetings of the Company shall be open to inspection of members without of General Meetings charge on such days and during such business hours as may consistently with the provisions of Section 119 of the Act be determined by the Company in General Meeting and the members will also be entitled to be furnished with copies thereof on payment of regulated charges. (2) Any member of the Company shall be entitled to be furnished within seven days after he has made a request in that behalf to the Company with a copy of any minutes referred to in sub-clause (1) hereof on payment of Rs. 10 per page or any part thereof. 193. The Board shall from time to time determine whether and to what extent and Inspection of Accounts 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. 426Sr. No. Particulars Article No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting. STATUTORY REGISTERS 194. The Company shall keep and maintain at its registered office all statutory Statutory Registers registers including, register of charges, annual return, register of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules. The registers and copies of annual return shall be open for inspection at all working days during business hours, at the registered office of the Company by the persons entitled thereto on payment, where required, of such fees as may be fixed by the Board but not exceeding the limits prescribed by the Rules. FOREIGN REGISTER 195. The Company may exercise the powers conferred on it by the provisions of Foreign Register the Act with regard to the keeping of Foreign Register of its Members or Debenture holders, and the Board may, subject to the provisions of the Act, make and vary such regulations as it may think fit in regard to the keeping of any such Registers. DOCUMENTS AND SERVICE OF NOTICES 196. Any document or notice to be served or given by the Company be signed by Signing of documents & a Director or such person duly authorised by the Board for such purpose and notices to be served or given the signature may be written or printed or lithographed. 197. Save as otherwise expressly provided in the Act, a document or proceeding Authentication of requiring authentication by the company may be signed by a Director, the documents and proceedings Manager, or Secretary or other Authorised Officer of the Company. WINDING UP 198. Subject to the provisions of Chapter XX of the Act and rules made there Winding up under— (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 427Sr. No. Particulars Article 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 199. Subject to provisions of the Act, every Director, or Officer or Servant of the Directors’ and others right Company or any person (whether an Officer of the Company or not) to indemnity employed by the Company as Auditor, shall be indemnified by the Company against and it shall be the duty of the Directors to pay, out of the funds of the Company, all costs, charges, losses and damages which any such person may incur or become liable to, by reason of any contract entered into or act or thing done, concurred in or omitted to be done by him in any way in or about the execution or discharge of his duties or supposed duties (except such if any as he shall incur or sustain through or by his own wrongful act neglect or default) including expenses, and in particular and so as not to limit the generality of the foregoing provisions, against all liabilities incurred by him as such Director, Officer or Auditor or other officer of the Company in defending any proceedings whether civil or criminal in which judgment is given in his favour, or in which he is acquitted or in connection with any application under Section 463 of the Act on which relief is granted to him by the Court. 200. Subject to the provisions of the Act, no Director, Managing Director or other Not responsible for acts of officer of the Company shall be liable for the acts, receipts, neglects or others defaults of any other Directors or Officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, company or corporation, with whom any moneys, securities or effects shall be entrusted or deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss or damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty. INSURANCE 201. The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former Directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably. GENERAL POWER 202. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorised by its articles, then and in that case this Article authorises and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been 428Sr. No. Particulars Article permitted by the Act, without there being any specific Article in that behalf herein provided. SECRECY 203. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Secrecy Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the company shall, if so required by the Directors, before entering upon his duties, sign a declaration pleading himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matter which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by any meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the provisions in these presents contained. 204. No member or other person (other than a Director) shall be entitled to enter Access to property the property of the Company or to inspect or examine the Company's information etc. premises or properties or the books of accounts of the Company without the permission of the Board of Directors of the Company for the time being or to require discovery of or any information in respect of any detail of the Company's trading or any matter which is or may be in the nature of trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to disclose or to communicate. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK. 429SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered more than two years before the date of this Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by our Company. These contracts, copies of which will be attached to the copy of the Red Herring Prospectus, delivered to the Registrar of Companies for filing. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at our Registered Office from 10.00 am to 5.00 pm on Working Days from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable laws. MATERIAL CONTRACTS 1. Offer Agreement dated September 08, 2025 entered between our Company, Selling Shareholder and the Book Running Lead Manager to the Offer. 2. Registrar Agreement dated February 06, 2026 entered between our Company, Selling Shareholder and Registrar to the Offer. 3. Underwriting Agreement dated February 06, 2026 entered between our Company, Selling Shareholder, Book Running Lead Manager and Underwriter(s). 4. Share Escrow Agreement dated February 06, 2026 entered between our Company, Selling shareholder, Book Running Lead Manager and Share Escrow Agent. 5. Market Making Agreement dated February 06, 2026 entered between our Company, Market Maker and the Book Running Lead Manager. 6. Banker to the Offer Agreement dated February 16, 2026 entered between our Company, the Selling Shareholder, the Book Running Lead Manager, Banker to the Offer/Sponsor Bank and the Registrar to the Offer. 7. Tripartite agreement dated February 22, 2024 entered between NSDL, our Company and Registrar to the Offer. 8. Tripartite agreement dated March 01, 2024 entered between CDSL, our Company and Registrar to the Offer. MATERIAL DOCUMENTS 1. Certified copies of Memorandum of Association and Articles of Association of our Company as amended from time to time. 2. Certificate of Incorporation dated September 25, 2020 issued by the Registrar of Companies, Central Registration Centre. 3. Fresh Certificate of Incorporation dated February 09, 2024 issued by the Registrar of Companies, Cuttack consequent upon conversion from private company to public company. 4. Copy of the Board Resolution dated August 23, 2025 authorizing the Offer and other related matters. 5. Copy of the Shareholder’s Resolution dated August 25, 2025 authorizing the Offer and other related matters. 6. The Selling Shareholder has confirmed and authorized its participation in the Offer for Sale pursuant to a consent letter dated August 26, 2025. 7. Resolution of the Board of Directors of the Company dated February 26, 2026 taking on the record and approving this Red Herring Prospectus. 8. Copies of Annual Reports of our Company for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023. 4309. Examination report of the Peer Review Auditor dated February 16, 2026, on the Restated Consolidated Financial Statements of our company for financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 and for the period ended September 30, 2025 included in this Red Herring Prospectus. 10. Copy of Restated Consolidated Financial Statement for the Financial Year ended on March 31, 2025, 2024 and 2023 and for the period ended September 30, 2025 included in this Red Herring Prospectus. 11. Copy of the Statement of Special Tax Benefits available to our Company and its shareholders under direct and indirect tax laws in India from our Statutory Auditor, dated February 16, 2026. 12. Certificate on Key Performance Indicators (KPI’s) issued by Peer Review Auditor dated February 16, 2026. 13. Resolution dated February 16, 2026 passed by our Audit Committee in relation the KPIs of our Company. 14. Site visit report from the Book Running Lead Manager dated November 10, 2024. 15. Employment agreement dated March 18, 2024, between our Company and Managing Director of our Company. 16. Employment agreement dated March 18, 2024, between our Company and Whole-Time Director of our Company. 17. Consents of the Book Running Lead Manager to the Offer, Legal Advisor to the Offer, Registrar to the Offer, Market Maker to the Offer, Banker to the Offer/Sponsor Bank/ Refund Bank, Underwriter, Statutory Auditor of the Company, Banker(s) to the Company, Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Peer Review Auditor as referred to act, in their respective capacities. 18. Consent dated September 02, 2025 from Kapish Jain & Associates., Chartered Accountants, Statutory Auditor bearing firm registration number 022743N, holding a valid peer review certificate from ICAI, to include their name as required under section 26 (5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act in their capacity as our Statutory Auditor, and in respect of their (i) examination report, dated February 16, 2026 on our Restated Consolidated Financial Information; and (ii) their report dated February 16, 2026 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. 19. Consent dated August 26, 2025 from the Chartered Engineer, namely Sushant Aggarwal, Opsons & Co., to include its name as an “expert” as defined under Section 2(38) and section 26(5) of the Companies Act, 2013 in respect of the certificates issued by them in their capacity as an independent chartered engineer to our Company. 20. Capacity Utilisation Certificate dated January 13, 2026 from the Chartered Engineer Sushant Aggarwal, Opsons & Co., certifying capacity utilization of the Company. 21. Copy of In-Principle approval dated November 27, 2025 to use its name in this offer document for listing of Equity Shares on EMERGE Platform of NSE Limited. 22. Due Diligence Certificate from the Book Running Lead Manager dated February 26, 2026. THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK 431DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Chairman & Whole Time Director of Our Company Sd/- Ramakanta Pradhan Chairman & Whole-Time Director DIN: 08894068 Place: Orissa Date: February 26, 2026 432DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Managing Director of our Company Sd/- Srinibas Pradhan Managing Director DIN: 03597468 Place: Orissa Date: February 26,2026 433DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Non- Executive Director of our Company Sd/- Jyotshna Pradhan Non-Executive Director DIN: 10539331 Place: Orissa Date: February 26,2026 434DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Non-Executive & Independent Director of our Company Sd/- Biranchi Narayan Hota Non-Executive Independent Director DIN: 10560271 Place: Bhubaneswar Date: February 26,2026 435DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Non-Executive & Independent Director of our Company Sd/- Ayushi Sharma Non-Executive Independent Director DIN: 10576765 Place: New Delhi Date: February 26,2026 436DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Non-Executive & Independent Director of our Company Sd/- Prithiwiraj Singdeo Non-Executive Independent Director DIN: 10610762 Place: Orissa Date: February 26,2026 437DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Company Secretary & Compliance Officer of our Company Sd/- Surbhi Agrawal Company Secretary & Compliance Officer Place: Chhattisgarh Date: February 26,2026 438DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are true and correct. Signed by the Chief Financial Officer of our Company Sd/- Durga Dutta Tripathy Chief Financial Officer Place: Orissa Date: February 26,2026 439