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UPDATED DRAFT RED HERRING PROSPECTUS-I
Dated: December 8, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus-I will be updated
upon filing of the RHP with the RoC)
(Please scan this QR code to view this UDRHP-I) 100% Book Built Offer
STEAMHOUSE INDIA LIMITED
CORPORATE IDENTITY NUMBER: U40300GJ2015PLC083493
REGISTERED AND CORPORATE OFFICE
CONTACT PERSON EMAIL & TELEPHONE WEBSITE
Email:
Office No. – 324, Second Floor, Four Point,
Shyam Bhadresh Kapadia, compliance@steamhouse https://steamhous
V.I.P. Road, Vesu, Surat – 395007, Gujarat,
Company Secretary and Compliance Officer .in e.in/
India
Tel: +91 261 2998109
OUR PROMOTERS: VISHAL SANWARPRASAD BUDHIA, RITU BUDHIA, VSB BUSINESS TRUST, BUDHIA BUSINESS TRUST AND VB
BUSINESS TRUST
DETAILS OF OFFER TO PUBLIC
Eligibility and Share Reservation among QIBs, NIBs, and
Type Fresh Issue Size Offer for Sale size Total Offer size
RIBs
Fresh Issue Up to [●] equity Up to [●] Equity Shares Up to [●] Equity Shares The Offer is being made pursuant to Regulation 6(1) of
and shares of face value of face value of ₹2 each of face value ₹2 each the Securities and Exchange Board of India (Issue of
Offer for ₹2 each aggregating aggregating up to aggregating up to Capital and Disclosure Requirements) Regulations,
Sale up to ₹3,450.00 ₹800.00 million ₹4,250.00 million^^ 2018, as amended (“SEBI ICDR Regulations”). For
million further details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Offer” on page 553. For
details of share reservation among QIBs, NIBs, and
RIBs, see “Offer Structure” on page 574.
DETAILS OF THE OFFER FOR SALE
Weighted Average Cost of
Name of the Promoter Selling
Type Number of Equity Shares being offered / amount Acquisition per Equity Share (in
Shareholder
₹)*
Up to [●] Equity Shares of face value of ₹2 each aggregating
Vishal Sanwarprasad Budhia Promoter 0.04
up to ₹ 800.00 million
* As certified by Natvarlal Vepari & Co, Chartered Accountants by way of their certificate dated December 8, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of equity shares of face value ₹2 of our Company, there has been no formal market for the equity shares of face
value ₹2 each of our Company. The Offer Price, Floor Price and Price Band, determined by our Company in consultation with the Book Running
Lead Manager and on the basis of the assessment of market demand for the equity shares of face value ₹2 by way of the Book Building Process,
as stated under “Basis for Offer Price” on page 194, should not be taken to be indicative of the market price of the Equity Shares after the Equity
Shares are listed. No assurance can be given regarding an active and/or sustained trading in the equity shares of face value ₹2 of our Company, or
regarding the price at which the equity shares of face value ₹2 will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks
involved. The equity shares of face value ₹2 each in the Offer have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring Prospectus-I (“UDRHP-I”).
Specific attention of the investors is invited to “Risk Factors” on page 34.
ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this UDRHP-I contains all information with
regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this UDRHP-I 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 UDRHP-I as a whole or any of such information or the expression of any such opinions
or intentions, misleading in any material respect. The Promoter Selling Shareholder accepts responsibility for and only confirms the statements
specifically made or confirmed by him in this Updated Draft Red Herring Prospectus-I solely in relation to him and the Offered Shares and assumes
responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Promoter Selling
Shareholder, assumes no responsibility for any other statements made or confirmed by or in relation to our Company or our Company’s business,
or any other person(s), in this Updated Draft Red Herring Prospectus-I.
LISTING
The equity shares of face value ₹2 each offered through the Red Herring Prospectus are proposed to be listed on the BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated
Stock Exchange shall be [●].
DETAILS OF THE BOOK RUNNING LEAD MANAGER
Contact Person(s):
Telephone: +91 22 4332 0734
Mrunal Jadhav and Rahul
Email: steam.ipo@equirus.com
EQUIRUS CAPITAL PRIVATE LIMITED Wadekar
REGISTRAR TO THE OFFER
Contact Person(s): Telephone: +91 40 671 62222
M. Murali Krishna Email: steamhouse.ipo@kfintech.com
BID/OFFER PERIODANCHOR INVESTOR BIDDING
[●]* BID/OFFER OPENS ON [●] BID/OFFER CLOSES ON [●]**#
DATE
* Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening
Date.
# UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
** Our Company, in consultation with the BRLM, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
^^ Our Company, in consultation with the BRLM may consider an issue of specified securities, as may be permitted under the applicable law, aggregating up to ₹150.00 million, at its discretion, between the date of filing of this Updated Draft
Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior
to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer
or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and the Prospectus.STEAMHOUSE INDIALIMITED
Our Company was originally incorporated as ‘Ankleshwar Eco Energy Limited’ at Surat, Gujarat, as a public limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated June 10, 2015, issued by the
Registrar of Companies, Gujarat, at Ahmedabad. Subsequently, the name of our Company was changed from ‘Ankleshwar Eco Energy Limited’ to ‘Steamhouse India Limited’ pursuant to resolutions passed by our Board and Shareholders
dated July 30, 2021 and September 6, 2021, respectively, and a fresh certificate of incorporation was issued by the Registrar of Companies, Gujarat, at Ahmedabad on September 28, 2021. For details of change in the registered office of our
Company, see “History and Certain Corporate Matters – Changes in our Registered Office” on page 327.
Corporate Identity Number: U40300GJ2015PLC083493; Website: https://steamhouse.in;
Registered and Corporate Office: Office No. – 324, Second Floor, Four Point, V.I.P. Road, Vesu, Surat – 395007, Gujarat, India Telephone: +91 261 2998109
Contact Person: Shyam Bhadresh Kapadia, Company Secretary and Compliance Officer; Telephone: +91 261 2998109; E-mail: compliance@steamhouse.in
OUR PROMOTERS: VISHAL SANWARPRASAD BUDHIA, RITU BUDHIA, VSB BUSINESS TRUST, BUDHIA BUSINESS TRUST AND VB BUSINESS TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“EQUITY SHARES”) OF STEAMHOUSE INDIA LIMITED (OUR “COMPANY” OR THE “COMPANY”) FOR
CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING UP TO ₹ 4,250.00 MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE
VALUE OF ₹2 EACH AGGREGATING UP TO ₹ 3,450.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP
TO ₹ 800.00 MILLION (THE “OFFER FOR SALE”), CONSISTING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹ 800.00 MILLION BY THE PROMOTER SELLING
SHAREHOLDER (AS DEFINED HEREINAFTER) AND SUCH EQUITY SHARES, THE “OFFERED SHARES”).
OUR COMPANY, IN CONSULTATION WITH THE BRLM, MAY CONSIDER AN ISSUE OF SPECIFIED SECURITIES, AS MAY BE PERMITTED UNDER THE APPLICABLE LAW, AGGREGATING UP TO
₹150.00 MILLION, AT ITS DISCRETION, BETWEEN THE DATE OF FILING OF THIS UPDATED DRAFT RED HERRING PROSPECTUS–I AND PRIOR TO FILING OF THE RED HERRING PROSPECTUS
(“PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLM. IF THE PRE-IPO
PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B)
OF THE SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL
APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR
COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER,
RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT
SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE
DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND SURAT EDITION OF
GUJARATMITRA AND GUJARAT DARPAN (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT
LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE “STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject
to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice,
and also by indicating the change on the respective websites of the BRLM and at the terminals of the Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
This Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR
Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion,
the “QIB Portion”) provided that our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor
Investor Portion”), out of which 33.33% shall be reserved for domestic Mutual Funds and 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual Funds, life insurance
companies and pension 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 of face value of ₹ 2 each 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 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 QIB Portion, the balance Equity Shares of face value of ₹ 2 each available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs.
Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders (“Non-Institutional Portion”) out of which (a) one-third of such portion shall be reserved for applicants with application size of more
than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1,000,000 provided that the unsubscribed portion in either of such sub-categories may be
allocated to applicants in the other sub-category of Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received from them at or above the Offer Price.
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the equity shares is ₹2 each. This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The Floor Price, Cap Price and Offer Price (determined by our
Company, in consultation with the BRLM and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 194), should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company, or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares of face
value ₹ 2 each in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring
Prospectus-I . Specific attention of the investors is invited to “Risk Factors” on page 34.
OUR COMPANY’S AND THE PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus-I contains all information with regard to our Company and the Offer, which is material in the
context of the Offer, that the information contained in this Updated Draft Red Herring Prospectus-I 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 Updated Draft Red Herring Prospectus-I as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. The Promoter Selling Shareholder, accepts responsibility for and only confirms the statements specifically made or confirmed by him in Updated Draft Red Herring Prospectus-I solely in relation to him and the Offered
Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Promoter Selling Shareholder assumes no responsibility for any other statements made
or confirmed by or in relation to our Company or our Company’s business, or any other person(s), in this Updated Draft Red Herring Prospectus-I .
LISTING
The Equity Shares, of face value ₹ 2 each offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for listing the
Equity Shares of face value ₹ 2 each pursuant to letters each dated September 10, 2025. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be filed
with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For further details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/ Offer
Closing Date, see “Material Contracts and Documents for Inspection” on page 629.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
Equirus Capital Private Limited KFin Technologies Limited
Unit No. 2601B, 26th Floor Selenium Tower B, Plot 31 & 32 Gachibowli,
A Wing, Marathon Futurex Financial District, Nanakramguda,
Mafatlal Mills Compound, N M Joshi Marg Serilingampally Hyderabad 500 032
Lower Parel, Mumbai 400 013 Telengana, India
Maharashtra, India Telephone: + 91-40-67162222/ 18003094001
Telephone: +91 22 4332 0734 E-mail: steamhouse.ipo@kfintech.com
Email: steam.ipo@equirus.com Investor Grievance E-mail: einward.ris@kfintech.com
Investor Grievance E-Mail: investorsgrievance@equirus.com Website: www.kfintech.com
Website: www.equirus.com Contact person: M. Murali Krishna
Contact person: Mrunal Jadhav and Rahul Wadekar SEBI Registration No.: INR000000221
SEBI Registration No.: INM00011286
BID/OFFER PERIOD
ANCHOR INVESTOR BID/OFFER OPENS ON* [●] BID/OFFER CLOSES ON**^ [●]
[●]
BIDDING DATE*
*Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening
Date
** Our Company, in consultation with the BRLM, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
^The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer
UPDATED DRAFT RED HERRING PROSPECTUS-I
Dated: December 8, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus-I will be updated upon filing of the RHP with the RoC)
100% Book Built Offer
Closing Date.TABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ..................................................................................................................... 1
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA ........................................................................................................................................................... 15
FORWARD LOOKING STATEMENTS ................................................................................................................... 19
OFFER DOCUMENT SUMMARY ............................................................................................................................. 21
SECTION II: RISK FACTORS ................................................................................................................................... 34
SECTION III – INTRODUCTION .............................................................................................................................. 93
THE OFFER .................................................................................................................................................................. 93
SUMMARY OF FINANCIAL INFORMATION ....................................................................................................... 95
GENERAL INFORMATION ..................................................................................................................................... 101
CAPITAL STRUCTURE ........................................................................................................................................... 110
OBJECTS OF THE OFFER ...................................................................................................................................... 133
BASIS FOR OFFER PRICE ...................................................................................................................................... 194
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................... 205
SECTION IV – ABOUT OUR COMPANY .............................................................................................................. 210
INDUSTRY OVERVIEW ........................................................................................................................................... 210
OUR BUSINESS .......................................................................................................................................................... 211
KEY REGULATIONS AND POLICIES .................................................................................................................. 320
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................... 327
OUR MANAGEMENT ............................................................................................................................................... 346
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 365
DIVIDEND POLICY .................................................................................................................................................. 371
SECTION V – FINANCIAL STATEMENTS .......................................................................................................... 372
RESTATED FINANCIAL INFORMATION ........................................................................................................... 372
OTHER FINANCIAL INFORMATION .................................................................................................................. 478
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................. 480
RELATED PARTY TRANSACTIONS .................................................................................................................... 535
CAPITALISATION STATEMENT .......................................................................................................................... 536
FINANCIAL INDEBTEDNESS ................................................................................................................................. 537
SECTION VI – LEGAL AND OTHER INFORMATION ...................................................................................... 540
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ............................................................. 540
GOVERNMENT AND OTHER APPROVALS ....................................................................................................... 546
OUR GROUP COMPANIES ..................................................................................................................................... 550
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 553
SECTION VII – OFFER RELATED INFORMATION .......................................................................................... 567
TERMS OF THE OFFER .......................................................................................................................................... 567
OFFER STRUCTURE ................................................................................................................................................ 574
OFFER PROCEDURE ............................................................................................................................................... 579
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................................... 601
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ........................................... 603
SECTION IX – OTHER INFORMATION ............................................................................................................... 629
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................ 629
DECLARATION ......................................................................................................................................................... 632SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Updated Draft Red Herring Prospectus-I uses certain definitions and abbreviations which, unless the context
otherwise indicates or implies or unless otherwise specified, shall have the meanings as provided below. References
to any legislation, act, regulation, rules, guidelines, clarifications or policies or articles of association or
memorandum of association shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies
or articles of association or memorandum of association as amended, supplemented or re-enacted from time to
time, and any reference to a statutory provision shall include any subordinate legislation made from time to time
under that provision. In case of any inconsistency between the definitions given below and the definitions contained
in the General Information Document, the definitions given below shall prevail.
The words and expressions used in this Updated Draft Red Herring Prospectus-I but not defined herein shall have,
to the extent applicable, the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI
Act, the Companies Act, 2013, the SCRA, the Depositories Act and the rules and regulations notified thereunder.
Notwithstanding the foregoing, terms in “Statement of Special Tax Benefits”, “Industry Overview”, “Key
Regulations and Policies”, “Financial Statements”, “Outstanding Litigation and Material Developments” and
“Main Provisions of the Articles of Association”, on pages 205, 210, 320, 372, 540 and 603, respectively, will have
the meaning ascribed to such terms in those respective sections.
Company related terms
Term Description
“our Company”, or “the Steamhouse India Limited, a company incorporated under the Companies Act, 2013 and having its
Company” or “the Issuer” Registered and Corporate Office at Office No. – 324, Second Floor, Four Point, V.I.P. Road, Vesu,
Surat – 395 007, Gujarat, India.
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company and our Subsidiary.
“Ankleshwar Facility” Our facility located at plot number 302 and 303/C Ankleshwar GIDC, Bharuch 393 002, Gujarat.
“Articles” or “Articles of The articles of association of our Company, as amended.
Association” or “AoA”
“Audit Committee” The audit committee of our Board constituted in accordance with the Companies Act, 2013, and
the SEBI Listing Regulations and as described in “Our Management – Committees of our Board
– Audit Committee” on page 352.
“Auditors” or “Statutory The statutory auditors of our Company, being Natvarlal Vepari & Co, Chartered Accountants.
Auditors
“Board” or “Board of The board of directors of our Company, as described in “Our Management- Board of Directors”
Directors” on page 346.
“Chairman and Managing The chairman and managing director of our Company, namely Vishal Sanwarprasad Budhia. For
Director” details, see “Our Management - Board of Directors” on page 346.
“Chief Financial Officer” The chief financial officer of our Company, being Vaibhav Gattani as described in “Our
Management-Key Managerial Personnel” on page 362.
“Company Secretary and The company secretary and chief compliance officer of our Company, being Shyam Bhadresh
Compliance Officer” Kapadia, as described in “Our Management-Key Managerial Personnel” on page 362.
“Corporate Social The corporate social responsibility committee of our Board constituted in accordance with the
Responsibility Committee” Companies Act, 2013 as described in “Our Management- Committees of our Board – Corporate
Social Responsibility Committee” on page 359.
“Dahej SEZ” Our Proposed Facility located at Plot Number Z,85/2/A/1, Dahej SEZ, Dahej, Vagra Talulka of
western part of Bharuch District, Gujarat 392 130, India.
“Director(s)” Director(s) on the board of our Company, as appointed from time to time, as described in “Our
Management- Board of Directors” on page 346.
“Equity Shares” Equity shares of our Company of face value of ₹ 2 each.
“ESOP Plan 2024” The Steamhouse India Limited Employee Stock Option Plan 2024
“Executive Director” Executive director(s) of our Company as described in “Our Management – Board of Directors”
on page 346.
“Group Companies” Our group companies identified in accordance with the SEBI ICDR Regulations, which include
companies (other than our Subsidiary) with which there were related party transactions as per Ind
AS 24 and any other companies as considered material by our Board, in accordance with the
Materiality Policy and as described in “Our Group Companies” on page 550.
“Independent Director” A non-executive, independent Director appointed as per the Companies Act, 2013 and the SEBI
Listing Regulations as described in “Our Management – Board of Directors” on page 346.
“IPO Committee” The IPO committee of our Board.
1Term Description
“KMP” or “Key Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Managerial Personnel” Regulations, which includes key managerial personnel in terms of the Companies Act, 2013, as
disclosed in “Our Management – Key Managerial Personnel and Members of Senior
Management” on page 362.
“Materiality Policy” The materiality policy of our Company adopted pursuant to a resolution of our Board dated June
17, 2025 for the identification of material (a) outstanding litigation proceedings; (b) group
companies; and (c) creditors, pursuant to the requirements of the SEBI ICDR Regulations and for
the purposes of disclosure in this Updated Draft Red Herring Prospectus – I.
“Memorandum” or The memorandum of association of our Company, as amended.
“Memorandum of
Association” or “MoA”
“NEEL” Nandesari Eco Energy Limited.
“Nandesari Facility” Our facility located at 128/3, Nandesari GIDC, Vadodara, Gujarat 391 340, India.
“Nomination and The nomination and remuneration committee of our Board, constituted in accordance with the
Remuneration Committee” Companies Act, 2013 and the Listing Regulations, and as described in “Our Management” on
page 346.
“NSV Amalgamation” Amalgamation of NEEL, SEEL and VEEL with our Company.
“Panoli Facility” Our facility located at 510, 511, 512 plot number, Panoli GIDC, Bharuch 394 115, Gujarat
“Promoters” Promoters of our Company namely, Vishal Sanwarprasad Budhia, Ritu Budhia, VSB Business
Trust, Budhia Business Trust and VB Business Trust. For further details, see “Our Promoters and
Promoter Group” on page 365.
“Promoter Group” Such individuals and entities which constitute the promoter group of our Company pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further details, see “Our Promoters and
Promoter Group” on page 365.
“Promoter Selling Vishal Sanwarprasad Budhia
Shareholder”
“Registered Office or The registered office of our Company located at Office No. – 324, Second Floor, Four Point,
Corporate Office” V.I.P. Road, Vesu, Surat – 395007, Gujarat, India.
“Registrar of Companies” Registrar of Companies, Gujarat at Ahmedabad.
or “RoC”
“Restated Financial The restated financial information of our Company comprising: (i) the restated consolidated
Information” statement of assets and liabilities of the Company and its Subsidiary as at September 30, 2025 and
March 31, 2025, the restated consolidated statement of profit and loss (including other
comprehensive income/(loss)), the restated consolidated statement of cash flows and the restated
consolidated statement of changes in equity for the six month period ended September 30, 2025
and financial year ended March 31, 2025 together with the summary of material accounting
policies, and other explanatory information relating to such financial periods; and (ii) the restated
standalone statement of assets and liabilities as at March 31, 2024 and March 31, 2023, the restated
standalone statement of profit and loss (including other comprehensive income/(loss)), the
restated standalone statement of cash flows and the restated standalone statement of changes in
equity for the financial year ended March 31, 2024 and March 31, 2023 together with the summary
of material accounting policies, and other explanatory information thereon, together with the
annexures and notes thereto prepared in accordance with Ind AS, and restated in accordance with
requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR
Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued
by the ICAI
“Risk Management The risk management committee of our Board constituted in accordance with the SEBI Listing
Committee” Regulations and as described in “Our Management – Committees of our Board – Risk
Management Committee” on page 358.
“Sanjoo Dyeing” Sanjoo Dyeing and Printing Mills Private Limited, located at Plot No. 8108/1, Sachin GIDC,
Sachin, Suart – 394 230.
“Sanjoo Prints” Sanjoo Prints Private Limited, located at Plot No. 291, Sachin GIDC, Sachin, Suart – 394 230.
“Sarigam Facility” Plot 2801, Sarigam GIDC, Sarigam, Valsad, Gujarat 396 155, India
“SEEL” Sarigam Eco Energy Limited.
“Shareholder(s)” The equity shareholders of our Company whose names are entered into (i) the register of members
of our Company; or (ii) the records of a depository as a beneficial owner of Equity Shares.
“Senior Management” Senior Management of our Company in terms of the SEBI ICDR Regulations, as disclosed in
“Our Management” on page 346.
“Stakeholders’ The stakeholders’ relationship committee of our Board constituted in accordance with the
Relationship Committee” Companies Act, 2013 and the SEBI Listing Regulations, and as described in, “Our Management
– Committees of our Board – Stakeholders’ Relationship Committee” on page 357.
“Statutory Auditors” The statutory auditors of our Company, being Natvarlal Vepari & Co, Chartered Accountants.
“Subsidiary” Steamhouse Welfare Foundation.
“Vapi Facility” Plot 1801/1, Phase III, Vapi GIDC, Vapi, 393 191, India and Plot A2/14, Phase – I, Vapi GIDC,
Pardi, Valsad, Gujarat 396 195, India
2Term Description
“VEEL” Vapi Eco Energy Limited.
Offer Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing such salient features of a prospectus as may
be specified by the SEBI in this regard.
“Acknowledgement The slip or document issued by relevant Designated Intermediary(ies) to a Bidder as proof of
Slip” registration of the Bid cum Application Form.
“Allot”, “Allotment”, or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders.
“Allotment Advice” A note or advice or intimation of Allotment, sent to each Bidder who has Bid in the Offer after
approval of the Basis of Allotment by the Designated Stock Exchange.
“Allottee” A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor” A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus, and who has
Bid for an amount of at least ₹ 100 million.
“Anchor Investor The price at which Equity Shares will be allocated to Anchor Investors during the Anchor Investor
Allocation Price” Bidding Date in terms of the Red Herring Prospectus and the Prospectus, which will be decided by
our Company in consultation with the BRLM.
“Anchor Investor The application form used by an Anchor Investor to Bid in the Anchor Investor Portion and which
Application Form” will be considered as an application for Allotment in terms of the Red Herring Prospectus and the
Prospectus.
“Anchor Investor The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Bidding Date” Investors shall be submitted, prior to and after which the BRLM will not accept any Bids from Anchor
Investor, and allocation to the Anchor Investors shall be completed.
“Anchor Investor Offer The final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms
Price” of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the
Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by
our Company, in consultation with the BRLM.
“Anchor Investor Pay – With respect to Anchor Investor(s), the Anchor Investor Bidding Date, and, in the event the Anchor
in Date” Investor Allocation Price is lower than the Anchor Investor Offer Price a date being, not later than
two Working Days after the Bid/Offer Closing Date.
“Anchor Investor Up to 60% of the QIB Portion, which may be allocated by our Company, in consultation with the
Portion” BRLM, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations,
out of which 33.33% shall be reserved for domestic Mutual Funds and 6.67% for life insurance
companies and pension funds, subject to valid Bids being received from domestic Mutual Funds life
insurance companies and pension funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations. In case of any under-subscription in the portion
reserved for life insurance companies and pension funds the allocation shall be made to domestic
Mutual Funds in accordance with the SEBI ICDR Regulations.
“Applications An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Supported by Blocked an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI
Amount” or “ASBA” Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by such bidders using the UPI Mechanism.
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form,
which may be blocked by such SCSB or the account of the RIBs blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism, to the extent of the Bid Amount of
the ASBA Bidder.
“ASBA Bidder” All Bidders except Anchor Investors.
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which
will be considered as the application for Allotment in terms of the Red Herring Prospectus and the
Prospectus.
“Banker(s) to the Offer” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank(s) and the
Sponsor Bank(s), as the case may be.
“Basis of Allotment” The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Procedure” on page 579.
“Bid” Indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission
of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor, pursuant
to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares
at a price within the Price Band, including all revisions and modifications thereto in accordance with
the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the relevant Bid cum
Application Form. The term “Bidding” shall be construed accordingly.
3Term Description
“Bidder” Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form, and, unless otherwise stated or implied, includes an Anchor Investor.
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of
RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for
by such RIBs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked
in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid.
“Bidding Centres” Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
“Bid cum Application Anchor Investor Application Form or the ASBA Form, as the context requires.
Form”
“Bid Lot” [●] Equity Shares of face value of ₹ 2 each and in multiples of [●] Equity Shares of face value of ₹
2 each thereafter.
“Bid/Offer Closing Except in relation to any Bids received from the Anchor Investors, the date after which the
Date” Designated Intermediaries will not accept any Bids, being [●], which shall be published in all editions
of the Financial Express (a widely circulated English national daily newspaper), all editions of Hindi
national daily newspaper Jansatta and Surat edition of Gujarati national daily newspaper Gujaratmitra
and Gujarat Darpan (Gujarati being the regional language of Gujarat, where our Registered Office is
located), each with wide circulation.
In case of any revisions, the extended Bid/ Offer Closing Date will be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on
the website of the Book Running Lead Manager and at the terminals of the Syndicate Members and
by intimation to the Designated Intermediaries and the Sponsor Bank, which shall also be notified in
an advertisement in the same newspapers in which the Bid/ Offer Opening Date was published, as
required under the SEBI ICDR Regulations.
Our Company, in consultation with the Book Running Lead Manager may consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations.
“Bid/Offer Opening Except in relation to Bids received from the Anchor Investors, the date on which the Designated
Date” Intermediaries shall start accepting Bids for the Offer, which shall also be notified in all editions of
the Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta
(a widely circulated Hindi national daily newspaper) and Surat edition of Gujaratmitra and Gujarat
Darpan (Gujarati being the regional language of Gujarat, where our Registered Office is located),
each with wide circulation.
“Bid/Offer Period” Except in relation to Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/
Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids,
including any revisions thereto, in accordance with the SEBI ICDR Regulations and in terms of the
Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/
Offer Period for the QIB Category one Working Day prior to the Bid/ Offer Closing Date in
accordance with the SEBI ICDR Regulations. The Bid/ Offer Period will comprise Working Days
only.
“Book Building The book building process, as described in Schedule XIII of the SEBI ICDR Regulations, in terms
Process” of which the Offer is being made.
“Book Running Lead The book running lead manager to the Offer, namely Equirus Capital Private Limited.
Manager” or “BRLM”
“Broker Centre” Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms
to a Registered Broker. The details of such Broker Centres, along with the names and the contact
details of the Registered Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com),and updated from time to time.
“CAN” The note or advice or intimation of allocation of the Equity Shares sent to Anchor Investors who
have been allocated Equity Shares on / after the Anchor Investor Bidding Date.
“Cap Price” The higher end of the Price Band, i.e., ₹ [●] per Equity Share, above which the Offer Price and the
Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted, including
any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and less than or equal
to 120% of the Floor Price.
“Cash Escrow and Agreement to be entered into and amongst our Company, the Promoter Selling Shareholder, the
Sponsor Bank Registrar to the Offer, the Book Running Lead Manager, the Syndicate Members, the Escrow
Agreement” Collection Bank(s), Public Offer Bank(s), Sponsor Bank and Refund Bank(s) in accordance with UPI
Circulars, for inter alia, the appointment of the Banker(s) to the Offer for the collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where
applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof.
4Term Description
“Client ID” Client identification number maintained with one of the Depositories in relation to the demat account.
“Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with SEBI and who
Participant” or “CDP” is eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms of the
SEBI RTA Master Circular, and the UPI Circulars issued by SEBI, as per the list available on the
websites of Stock Exchanges, as updated from time to time.
“Cut-off Price” Offer Price, finalised by our Company in consultation with the BRLM, which shall be any price
within the Price Band.
Only RIBs Bidding in the Retail Portion are entitled to Bid at the Cut-off Price. QIBs (including
Anchor Investors) and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price.
“Demographic Details” Details of the Bidders including the Bidder’s address, name of the Bidder’s father/ husband, investor
status, occupation and bank account details and UPI ID, where applicable.
“Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which is available on the
Branches” website of the SEBI at (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes)
and updated from time to time, and at such other websites as may be prescribed by SEBI from time
to time.
“Designated CDP Such locations of the CDPs where Bidders can submit the ASBA Forms, a list of which, along with
Locations” names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms
are available on the websites of the respective Stock Exchanges (www.bseindia.com and
www.nseindia.com).
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account(s) to the
Public Offer Account(s) or the Refund Account(s), as the case may be, and/or the instructions are
issued to the SCSBs (in case of UPI Bidders, instruction issued through the Sponsor Bank) for the
transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account(s) or
the Refund Account(s), as the case may be, in terms of the Red Herring Prospectus and the Prospectus
after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange,
following which Equity Shares will be Allotted in the Offer.
“Designated Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation
Intermediaries” to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to
collect Bid cum Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by RIBs (not using the UPI mechanism) by authorising an
SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidder, Designated Intermediaries shall mean
Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using the UPI
mechanism), Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs.
“Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs, a list of which,
Locations” along with names and contact details of the RTAs eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com).
“Designated Stock [●]
Exchange”
“Equirus” Equirus Capital Private Limited
“Eligible FPIs” FPIs from such jurisdictions outside India where it is not unlawful to make an offer/ invitation under
the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus
constitutes an invitation to purchase the Equity Shares offered thereby.
“Eligible NRIs” NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, from jurisdictions outside
India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom
the Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to
purchase the Equity Shares.
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank(s) and
in whose favour Anchor Investors will transfer money through direct credit/ NEFT/ RTGS/NACH
in respect of Bid Amounts when submitting a Bid.
“Escrow Collection The banks which are clearing members and registered with SEBI as Bankers to an issue under the
Bank(s)” BTI Regulations, and with whom the Escrow Account(s) will be opened, in this case being [●].
“First Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
held in joint names.
“Floor Price” The lowest end of the Price Band, i.e., ₹ [●] subject to any revision(s) thereto, not being lower than
the face value of the Equity Shares, at or above which the Offer Price and the Anchor Investor Offer
Price will be finalized and below which no Bids, will be accepted.
5Term Description
“Fraudulent Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Borrowers”
“General Information The General Information Document for investing in public offers, prepared and issued by SEBI, in
Document” or “GID” accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
and the UPI Circulars, as amended from time to time. The General Information Document shall be
available on the websites of the Stock Exchanges and the BRLM.
“Gross Proceeds” The gross proceeds of the Fresh Issue that will be available to our Company.
“Monitoring Agency” [●]
“Monitoring Agency Agreement to be entered into between our Company and the Monitoring Agency.
Agreement”
“Mutual Fund” Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996.
“Mutual Fund Portion” Up to 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for allocation to
Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above the
Offer Price.
“Net Proceeds” The gross proceeds less our Company’s share of the Offer-related expenses applicable to the Offer.
For details about use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer”
on page 133.
“Net QIB Portion” QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors.
“Non-Institutional All Bidders that are not QIBs (including Anchor Investors) or Retail Individual Bidders, who have
Bidders” or “NIB(s)” Bid for Equity Shares for an amount of more than ₹200,000 (but not including NRIs other than
Eligible NRIs).
“Non-Institutional The portion of the Offer being not less than 15% of the Offer, consisting of [●] Equity Shares, which
Portion” shall be available for allocation to Non-Institutional Bidders of which one-third shall be available for
allocation to Bidders with application size of more than ₹ 0.2 million and up to ₹ 1.0 million and
two-thirds shall be available for allocation to Bidders with application size of more than ₹ 1,000,000
in accordance with the SEBI ICDR Regulations, and under-subscription in either of these two sub-
categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Portion, subject to valid Bids being received at or above the Offer Price.
“Non-Resident” or A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs.
“NR”
“Offer” Initial public offering of up to [●] Equity Shares of face value of ₹2 each of our Company for cash
at a price of ₹ [●] per Equity Share aggregating up to ₹ 4,250.00 million. The Offer comprises a Fresh
Issue of up to [●] Equity Shares of face value of ₹2 each by our Company aggregating up to
₹3,450.00 million and an Offer for Sale of up to [●] Equity Shares of face value of ₹2 each
aggregating up to ₹ 800.00 million by the Promoter Selling Shareholder.
Our Company, in consultation with the BRLM, may consider an issue of specified securities, as may
be permitted under the applicable law, aggregating up to ₹ 150.00 million, between the date of filing
of this Updated Draft Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the
Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the
subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be
appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
“Offer Agreement” The agreement dated June 30, 2025 amongst our Company, the Promoter Selling Shareholder, and
the BRLM, pursuant to the SEBI ICDR Regulations, based on which certain arrangements are agreed
to in relation to the Offer read along with the amendment agreement dated December 1, 2025 to the
Offer Agreement.
“Offer for Sale” The offer for sale of up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹ 800.00
million being offered for sale by the Promoter Selling Shareholder in the Offer. For further details,
see “The Offer” on page 93.
“Offer Price” The final price at which the 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 in
terms of the Red Herring Prospectus. The Offer Price will be decided by our Company, in
consultation with the BRLM, in accordance with the Book Building Process on the Pricing Date and
in terms of the Red Herring Prospectus.
“Offer Proceeds” The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the
Offer for Sale which shall be available to the Promoter Selling Shareholder in relation to his Offered
Shares. For further information about use of the Offer Proceeds, see “Objects of the Offer” on page
133.
6Term Description
“Offered Shares” Up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹ 800.00 million being offered
for sale by the Promoter Selling Shareholder in the Offer for Sale. For further details, see “The Offer”
on page 93.
“Pre-filed Draft Red The pre-filed draft red herring prospectus dated June 30, 2025, filed with SEBI and the Stock
Herring Prospectus” Exchanges, in accordance with Chapter IIA of the SEBI ICDR Regulations, which did not contain
complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer.
“Pre-IPO Placement” Our Company, in consultation with the BRLM, may consider an issue of specified securities, as may
be permitted under the applicable law, aggregating up to ₹ 150.00 million, between the date of filing
of this Updated Draft Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to
the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the
Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the
subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be
appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
“Price Band” Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum Price of ₹
[●] per Equity Share (Cap Price) and includes revisions thereof, if any. The Cap Price shall be at
least 105% of the Floor Price and shall not be greater than 120% of the Floor Price.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in
consultation with the Book Running Lead Manager, and will be advertised in all editions of the
Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a
widely circulated Hindi national daily newspaper) and Surat edition of Gujaratmitra and Gujarat
Darpan (Gujarati being the regional language of Gujarat, where our Registered Office is located),
each with wide circulation, at least two Working Days prior to the Bid/ Offer Opening Date, with the
relevant financial ratios calculated at the Floor Price and at the Cap Price and shall be made available
to the Stock Exchange for the purpose of uploading on their respective websites.
“Pricing Date” The date on which our Company, in consultation with the BRLM, will finalise the Offer Price.
“Prospectus” The prospectus to be filed with the RoC, in accordance with the Companies Act, 2013 and the SEBI
ICDR Regulations containing, amongst other things, the Offer Price that is determined at the end of
the Book Building Process, the size of the Offer and certain other information, including any addenda
or corrigenda thereto.
“Public Offer Account The banks which are clearing members and registered with SEBI under the BTI Regulations, with
Bank(s)” whom the Public Offer Account(s) will be opened, in this case being [●].
“Public Offer The ‘no-lien’ and ‘non-interest bearing’ bank account to be opened with the Public Offer Account
Account(s)” Bank under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow Account
and from the ASBA Accounts on the Designated Date.
“Qualified Institutional A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations.
Buyers” or “QIBs”
“QIB Portion” The portion of the Offer (including the Anchor Investor Portion) being not more than 50% of the
Offer, consisting of [●] Equity Shares which shall be allocated to QIBs, including the Anchor
Investors (which allocation shall be on a discretionary basis, as determined by our Company, in
consultation with the BRLM up to a limit of 60% of the QIB Portion) subject to valid Bids being
received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors).
“Red Herring The red herring prospectus to be issued in accordance with Section 32 of the Companies Act, 2013
Prospectus” or “RHP” and the provisions of SEBI ICDR Regulations, which will not have complete particulars of the price
at which the Equity Shares will be offered and the size of the Offer, including any addenda or
corrigenda thereto. The red herring prospectus will be filed with the RoC at least three working days
before the Bid/ Offer Opening Date and will become the Prospectus upon filing with the RoC after
the Pricing Date.
“Refund Account(s)” The ‘no-lien’ and ‘non-interest bearing’ accounts to be opened with the Refund Bank, from which
refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be made.
“Refund Bank(s)” The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case being [●].
“Registered Broker” Stock brokers registered under the SEBI (Stock Brokers) Regulations, 1992, as amended, with the
Stock Exchanges having nationwide terminals other than the members of the Syndicate.
“Registrar Agreement” The agreement dated June 30, 2025, entered into amongst our Company, Promoter Selling
Shareholder and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer.
“Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Transfer Agents” or Designated RTA Locations as per the lists available on the website of BSE and NSE, and the UPI
“RTAs” Circulars.
7Term Description
“Registrar” or KFin Technologies Limited
“Registrar to the Offer”
“Resident Indian” A person resident in India, as defined under FEMA.
Retail Individual Individual Bidders (including HUFs applying through their karta and Eligible NRIs and does not
Investors” or “RII(s)” include NRIs other than Eligible NRIs) who have Bid for the Equity Shares for an amount not more
than ₹200,000 in any of the Bidding options in the Offer.
“Retail Portion” The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares which
shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids being received
at or above the Offer Price.
“Revision Form” Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders Bidding in
the Retail Portion, can revise their Bids during the Bid/ Offer Period and withdraw their Bids until
Bid/ Offer Closing Date.
“Self Certified The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the UPI
Syndicate Bank(s)” or Mechanism), a list of which is available on the website of SEBI at
“SCSB(s)” https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation
to ASBA (using the UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, or such
other website as may be prescribed by SEBI 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 appearing in the “list of mobile applications
for using UPI in Public Issues” displayed on the SEBI. The aforesaid list is available on the website
of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as
updated from time to time.
“Share Escrow Agent” Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●].
“Share Escrow The agreement to be entered into amongst our Company, the Promoter Selling Shareholder, and the
Agreement” Share Escrow Agent in connection with the transfer of the Offered Shares and credit of such Equity
Shares to the demat account of the Allottees in accordance with the Basis of Allotment.
“Sponsor Bank(s)” The Banker(s) to the Offer registered with SEBI which are appointed by our Company to act as a
conduit between the Stock Exchanges and the National Payments Corporation of India in order to
push the mandate collect requests and / or payment instructions of the UPI Bidders into the UPI
Mechanism and carry out any other responsibilities in terms of the UPI Circulars, the Sponsor Banks
in this case being [●].
“Specified Locations” The Bidding centres where the Syndicate shall accept Bid cum Application Forms from relevant
Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in), and updated from
time to time.
“Stock Exchange(s)” Collectively, BSE Limited and National Stock Exchange of India Limited.
“Syndicate Agreement” Agreement to be entered into among our Company, Promoter Selling Shareholder, the BRLM, and
the Syndicate Members in relation to collection of Bid cum Application Forms by Syndicate.
“Syndicate Members” Intermediaries (other than the BRLM) registered with SEBI, namely [●].
“Syndicate” or Together, the BRLM and the Syndicate Members.
“members of the
Syndicate”
“Systemically Systemically important non-banking financial company as defined under the SEBI ICDR
Important Non-Banking Regulations.
Financial Company” or
“NBFC-SI”
“Underwriters” [●]
“Underwriting The agreement to be entered into amongst the Underwriters, Promoter Selling Shareholder and our
Agreement” Company on or after the Pricing Date, but prior to filing of the Prospectus.
“Updated Draft Red This Updated Draft Red Herring Prospectus -I dated December 8, 2025 filed with SEBI and the Stock
Herring Prospectus-I” Exchanges, after complying with the observations issued by SEBI and Stock Exchanges on the Pre-
or “UDRHP -I” filed Draft Red Herring Prospectus and after incorporation of other updates, in accordance with the
Chapter IIA of the SEBI ICDR Regulations and in compliance with the other applicable provisions
of the SEBI ICDR Regulations, which does not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto
8Term Description
“Updated Draft Red The Updated Draft Red Herring Prospectus -II to be filed with SEBI, if required, after incorporation
Herring Prospectus-II” of changes pursuant to comments from public, if any, on this Updated Draft Red Herring Prospectus-
or “UDRHP-II” I, in compliance with the SEBI ICDR Regulations, which will not contain complete particulars of the
price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda or
corrigenda thereto
“UPI” Unified Payments Interface, which is an instant payment mechanism developed by NPCI.
“UPI ID” ID created on UPI for single-window mobile payment system developed by the NPCI.
“UPI Bidders” Collectively, individual investors who applied as (i) Retail Individual Bidders in the Retail Category,
and (ii) Non-Institutional Bidders with an application size of up to ₹500,000 in the Non-Institutional
Category, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate
Members, Registered Brokers, Collecting Depository Participants and Collecting Registrar and Share
Transfer Agents.
In accordance with the SEBI ICDR Master Circular, all individual investors applying in public issues
where the application amount is up to ₹500,000 are required to use the UPI Mechanism and are
required to provide their UPI ID in the Bid cum Application Form submitted with: (i) a syndicate
member, (ii) a stock broker registered with a recognised stock exchange (whose name is mentioned
on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose
name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a
registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for such activity).
“UPI Circulars” SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA Master
Circular (to the extent that such circulars pertain to the UPI Mechanism), SEBI ICDR Master
Circular, along with the circulars issued by the Stock Exchanges in this regard, including the 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.
“UPI Mandate Request” A request (intimating the UPI Bidders by way of a notification on the UPI application and by way of
a SMS directing the UPI Bidders to such UPI application) to the UPI Bidders initiated by the Sponsor
Banks to authorize blocking of funds in the relevant ASBA Account through the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
In accordance with the 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, RIBs Bidding
using the UPI Mechanism may apply through the SCSBs and mobile applications whose names
appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
respectively, as updated from time to time.
“UPI Mechanism” The bidding mechanism that may be used by UPI Bidders to make a Bid in the Offer in accordance
with the UPI Circulars.
“UPI PIN” Password to authenticate UPI transaction.
“Wilful Defaulter” A wilful defaulter, as defined under the SEBI ICDR Regulations.
“Working Day” All days, on which commercial banks in Mumbai are open for business; provided however, with
reference to (a) announcement of Price Band; and (b) Bid/Offer Period, Working Day shall mean all
days except Saturday, Sunday and public holidays on which commercial banks in Mumbai are open
for business and (c) the time period between the Bid/Offer Closing Date and the listing of the Equity
Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays, as per the circular issued by SEBI.
Technical / Industry Related Terms or Abbreviations
Term Description
AAS Advance Authorisation Scheme
AFBC Atmospheric fluidized bed combustion
AMC Ahmedabad Municipal Corporation
BTP Biotechnology Park
CAGR Compound annual growth rate
CAPEX Capital Expenditure
CIS Competitiveness Incentive Support
CMTI Central Manufacturing Technology Institute
DDS Duty Drawback Scheme
DGCA Directorate General of Civil Aviation
DTA Domestic Tariff Area
9EMP Environment Management Plan
EHTP Electronic Hardware Technology Parks
EOU Export Oriented Units
EU European Union
F&S Frost & Sullivan
F&S Report Report titled “Industry Report on Community Industrial Gases Generation & Distribution in India”
dated November 28, 2025, prepared and issued by Frost & Sullivan
GCV Gross Calorific Value
FDI Foreign Direct Investment
FTA Free Trade Agreements
GDP Gross Domestic Product
GEDA Gujarat Energy Development Agency
GIDC Gujarat Industrial Development Corp
GPCB Gujarat Pollution Control Board
GST Goods and Services Tax
GVA Gross Value Add
HCL Hydrochloric acid
IIOT Industrial Internet of Things
IIP Index of Industrial Production
IT Information technology
kW Kilowatt
LOP Letter of Permission
MEIS Merchandise Exports from India Scheme
MIDC Maharashtra Industrial Development Corporation
MNC Multi-National Company
MSME Micro, Small, and Medium Enterprises
NOx Nitrogen oxide
NPSDE National Policy for Scheme Development and Entrepreneurship
NSDM National Skill Development Mission
PMKVY Pradhan Mantri Kaushal Vikas Yojana
PMP Phased Manufacturing Plan
PLI Production Linked Incentive
R&D Research and Development
RDF Refuse-derived fuel
RoDTEP Rebate of Duties & Taxes on Export Products
SaaS Steam as a Service
SEIS Service Export from India Scheme
SEZ Special Economic Zone
SME Small and Medium Enterprise
SOx Sulphur oxide
SCADA Supervisory Control and Data Acquisition
SPM suspended particulate matter
SSIs Small Scale Industrial Undertakings
STP Software Technology Park
TPH Tonnes per hour
BFW Pump Boiler Feed Water Pump
BFP Outlet Boiler Feed Pumps Outlet
PA Fan Primary Air Fan
ESP Electrostatic Precipitator
VFD Variable Frequency Drives
TBWES Thermax Babcock & Wilcox Energy Solutions
ID Fan Induced Draft Fan
HDPE High-Density Polyethylene
KSB Klein, Schanzlin & Becker
BED Bubbling Fluidized Bed
RO Reverse Osmosis
DM Demineralization
HP Dosing High-Pressure Dosing
LP Dosing Low-Pressure Dosing
UF Ultrafiltration
HP Motor Horsepower / High Pressure Motor
FD Fan Forced Draft Fan
MSSV Main Steam Safety Valve in Motorized Valves
ABB Asea Brown Boveri (Brand)
cfm (compressor) Cubic Feet per Minute Compressor
10O2 analyser Oxygen Analyzer
JCB Joseph Cyril Bamford (Now ‘Roader’)
PLC Programmable Logic Controller
MCC Panel Motor Control Centre Panel
PCC Panel Power Control Centre Panel
HT Panel High Tension Panel
BSP British Standard Pipe
RTD Resistance Temperature Detector
OD Outer Diameter
CS Seamless Pipe Carbon Steel Seamless Pipe
LRB Lightly Resin Bonded Mattress
LPG Liquefied Petroleum Gas
NOC No Objection Certificate
CTE Consent to Establish
GPCB Gujarat Pollution Control Board
BOCW Building and Other Construction Workers
BEIL Bharuch Enviro Infrastructure Limited
CCA Culturable Command Area
ROU Right-of-Use
IBR Indian Boiler Regulations
PA Fan I/L Primary Air Fan Inlet/Outlet
PA Fan O/L Primary Air Fan Outage
kVA Kilo-Volt-Amperes
SPM Suspended Particulate Matter
Cu Copper
Armd Armoured
PPM Parts Per Million
AC Drive Alternating Current Drive
SS-316 Stainless Steel 316
SS-304 Stainless Steel 304
Sq. mm Square Millimeters
K-Type Thermocouple Nickel-Chromium Type
Dea. Pressure Deaerator Pressure
Ltr Litre
Kgs Kilogram
No. Number
Mtr Meter
Key performance indicators (as identified in the section “Basis for Offer Price –G. Key Performance
Indicators” on page 197 of this Updated Draft Red Herring Prospectus-I )
KPI Explanation
Revenue from Revenue from operations helps management track business income and assess our Company’s
operations overall financial performance and scale
Growth in revenue from operations provides information regarding the growth of the business for
Revenue growth
the respective fiscal/period
EBITDA represents our operating profitability by measuring earnings generated from core business
EBITDA
activities, excluding the impact of financing decisions, tax environment, and non-cash expenses
EBITDA Margin represents the percentage of our revenue from operations that translates into
EBITDA margin EBITDA, indicating the efficiency and profitability of our core business before accounting for
interest, taxes, depreciation, and amortization.
Profit After Tax (PAT) represents the net earnings attributable to the owners of the company after
Profit after tax (PAT)
deducting all expenses, including taxes, reflecting the Group’s true profitability during a given year.
Profit After Tax Margin represents the percentage of our total income that remains as net profit
PAT margin attributable to the owners after all expenses and taxes, indicating the overall profitability of the
Group.
Return on Equity (ROE) represents the profitability generated for our shareholders by measuring
Return on Equity
how effectively we use their invested capital to generate net income.
Return on Capital Employed (ROCE) measures the efficiency and profitability of our capital
Return on Capital
investments by indicating how effectively we generate profits from the capital deployed in the
Employed
business.
Net Debt to Equity times represents the proportion of net debt (total debt minus cash and cash
Net Debt / Equity
equivalents and bank balances other than cash and cash equivalents) to total equity, reflecting our
Ratio
Company’s true financial leverage after accounting for available cash resources.
11Operational KPIs
Distribution capacity Distribution capacity of industrial gases sold by the company refers to the installed distribution
of industrial gases capacity of the pipeline infrastructure under the operational control of our Company for supplying
sold by our Company industrial gases
Volume of industrial
Volume of industrial gases sold by the Company refers to the total volume of industrial gases sold
gases sold by our
by using the pipeline infrastructure under the Company’s operational control
Company
Capacity Utilization Capacity Utilization for industrial gases sold by the Company is calculated by dividing Volume of
for industrial gases industrial gases sold by Distribution capacity of industrial gases sold by the Company
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” or “Rupees” Indian Rupees, the official currency of the Republic of India.
or “INR”
“AIFs” Alternative investment funds as defined in and registered under the AIF Regulations.
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
“API” Application performing interface.
“BSE” BSE Limited.
“BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
“CAGR” Compounded annual growth rate.
“Calendar Year” or Unless the context otherwise requires, shall refer to the twelve months period ending December
“year” 31.
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations.
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations.
“Category I FPIs” FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations.
“Category II FPIs” FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Regulations.
“CC” Cash Credit
“CCI” Competition Commission of India.
“CDSL” Central Depository Services (India) Limited.
“Companies Act, 2013” Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars and
notifications issued thereunder, as amended to the extent currently in force.
“Consolidated FDI The consolidated FDI policy, effective from October 15, 2020, issued by the Department for
Policy” Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of
India (earlier known as the Department of Industrial Policy and Promotion).
“CSR” Corporate social responsibility.
“Depositories Act” Depositories Act, 1996.
“Depository” or NSDL and CDSL.
“Depositories”
“DIN” Director Identification Number.
“Depository A depository participant as defined under the Depositories Act.
Participant”
“DP ID” Depository Participant’s Identification Number.
“DPIIT” Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
GoI.
“EBITDA” Earnings before interest, tax, depreciation and amortisation.
“EPS” Earnings per share.
“FDI” Foreign direct investment.
“FEMA” Foreign Exchange Management Act, 1999, including the rules and regulations thereunder.
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
“Financial Year”, Period of twelve months commencing on April 1 of the immediately preceding calendar year and
“Fiscal”, “FY” or “F.Y.” ending on March 31 of that particular year, unless stated otherwise.
“FIR” First information report.
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
“FVCI” Foreign venture capital investors, as defined and registered with SEBI under the SEBI FVCI
Regulations.
“Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic Offenders Act, 2018.
Offender”
12Term Description
“SEBI FVCI Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000.
Regulations”
“GDP” Gross domestic product.
“GIR Number” General index registration number.
“GoI” or “Government” Government of India.
or “Central
Government”
“GST” Goods and services tax.
“HUF” Hindu undivided family.
“IAS Rules” Companies (Indian Accounting Standards) Rules, 2015, as amended.
“ICAI” The Institute of Chartered Accountants of India.
“IFRS” International Financial Reporting Standards of the International Accounting Standards Board.
“India” Republic of India.
“Ind AS” or “Indian Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Accounting Standards” IAS Rules.
“Ind AS 24” Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of
Corporate Affairs under Section 133 of the Companies Act, 2013 read with IAS Rules.
“Ind AS 37” Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent Assets”,
notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 read
with IAS Rules.
“IGAAP” or “Indian Accounting standards notified under section 133 of the Companies Act, 2013, read with
GAAP” Companies (Accounting Standards) Rules, 2006, as amended) and the Companies (Accounts)
Rules, 2014, as amended.
“IRDAI Investment Insurance Regulatory and Development Authority (Investment) Regulations, 2016.
Regulations”
“IST” Indian standard time.
“IT Act” The Income Tax Act, 1961.
“IT” Information technology.
“SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations” Regulations, 2015.
“N.A.” Not applicable.
“NACH” National Automated Clearing House.
“NAV” Net asset value.
“NBFC” Non-banking financial company.
“NEFT” National electronic fund transfer.
“NRE” Non-resident external.
“NRI” Non-Resident Indian as defined under FEMA.
“NRO” Non-resident ordinary.
“NRO Account” Non-resident ordinary account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016.
“NSDL” National Securities Depository Limited.
“NSE” National Stock Exchange of India Limited.
“OCB” A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial
interest is irrevocably held by NRIs directly or indirectly and which was in existence on October
3, 2003 and immediately before such date was eligible to undertake transactions pursuant to the
general permission granted to OCBs under the FEMA. OCBs are not allowed to invest in the
Offer.
“ODI” Offshore derivative instruments.
“P/E Ratio” Price/earnings ratio.
“PAN” Permanent account number allotted under the Income Tax Act, 1961.
“RBI” Reserve Bank of India.
“Regulation S” Regulation S under the U.S. Securities Act
“RONW” Return on Net Worth.
“RTGS” Real time gross settlement.
“SCRA” Securities Contracts (Regulation) Act, 1956.
“SCRR” Securities Contracts (Regulation) Rules, 1957.
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act.
“SEBI Act” Securities and Exchange Board of India Act, 1992.
“SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations” Regulations, 2018.
“SEBI ICDR Master SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circular” November 11, 2024.
“SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
Bankers Regulations”
13Term Description
“SEBI RTA Master SEBI master circular with circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June
Circular” 23, 2025 (including to the extent it pertains to the UPI Mechanism).
“STT” Securities Transaction Tax.
“State Government” Government of a State of India.
“SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations” Regulations, 2011.
“U.S.”/ “United States” The United States of America, its territories and possessions, any State of the United States, and
the District of Columbia.
“USD” or “US$” United States Dollars.
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America.
“U.S. Securities Act” United States Securities Act of 1933, as amended.
“VCFs” Venture capital funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations,
as the case may be.
14CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION AND MARKET DATA
Certain Conventions
All references to “India” in this Updated Draft Red Herring Prospectus-I are to the Republic of India and its
territories and possession 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 to the “U.S.”, “USA” 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 Updated Draft Red Herring Prospectus-I are to the
page numbers of this Updated Draft Red Herring Prospectus-I.
Financial and Other Data
Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this
Updated Draft Red Herring Prospectus-I have been derived from the Restated Financial Information.
Unless the context requires otherwise, the financial information in this Updated Draft Red Herring Prospectus -I is
derived from (i) our restated consolidated statement of assets and liabilities of the Company and its Subsidiary as at
September 30, 2025 and March 31, 2025, our restated consolidated statement of profit and loss (including other
comprehensive income/(loss)), our restated consolidated statement of cash flows and the restated consolidated
statement of changes in equity for the six month period ended September 30, 2025 and financial year March 31,
2025 together with the summary of material accounting policies, and other explanatory information relating to such
financial periods; and (ii) our restated standalone statement of assets and liabilities as at March 31, 2024 and March
31, 2023, our restated standalone statement of profit and loss (including other comprehensive income/(loss)), our
restated standalone statement of cash flows and the restated standalone statement of changes in equity for the
financial year ended March 31, 2024 and March 31, 2023 together with the summary of material accounting policies
and other explanatory information thereon together with the annexures and notes thereto, prepared in accordance
with Ind AS, and restated in accordance with requirements of Section 26 of Part I of Chapter III of Companies Act,
SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by
ICAI.
The audited financial information as at and for the six months period ended September 30, 2025 and the years ended
March 31, 2025, March 31, 2024 and March 31, 2023 were audited by Natvarlal Vepari & Co, Chartered
Accountants.
For further information on our Company’s financial information, see “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 372 and 480, respectively.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of
that calendar year. Reference in this Updated Draft Red Herring Prospectus-I to the terms Fiscal or Fiscal Year or
Financial Year is to the 12 months ended on March 31 of such year, unless otherwise specified.
The degree to which the financial information included in this Updated Draft Red Herring Prospectus-I will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, Ind AS, the Companies Act, 2013 and SEBI ICDR Regulations. Any reliance by persons not familiar
with the aforementioned policies and laws on the financial disclosures presented in this Updated Draft Red Herring
Prospectus-I should be limited.
There are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not
provide a reconciliation of its financial information with Indian GAAP, IFRS or U.S. GAAP requirements. Our
Company has not attempted to explain those differences or quantify their impact on the financial data included in
this Updated Draft Red Herring Prospectus-I and it is urged that you consult your own advisors regarding such
differences and their impact on our financial data. For further details in connection with risks involving differences
between Ind AS and other accounting principles, see “Risk Factors – External Risk Factors – Significant differences
exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be material to the
15financial statements prepared and presented in accordance with Ind-AS contained in this Updated Draft Red
Herring Prospectus-I” on page 86.
Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points
to conform to their respective sources.
Unless the context otherwise requires or indicates, any percentage or amounts (excluding certain operational
metrics), with respect to financial information of our Company, as set forth in “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 34, 284 and
480, respectively, and elsewhere in this Updated Draft Red Herring Prospectus-I have been calculated on the basis
of figures derived from the Restated Financial Information.
In this Updated Draft Red Herring Prospectus-I, any discrepancies in any table between the total and the sums of
the amounts listed are due to rounding off. Except as otherwise stated, all figures derived from our Restated
Financial Information in decimals have been rounded off to the second decimal and all the percentage figures have
been rounded off to two decimal places.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”)
In evaluating our business, we consider and use non-GAAP financial measures and key performance indicators,
including such as, PAT Margin, EBITDA, EBITDA Margin, Return on Equity, Return on Capital Employed, Net
Debt to Equity Ratio which have been included in this Updated Draft Red Herring Prospectus-I. The presentation
of these non-GAAP financial measures and key performance indicators is not intended to be considered in isolation
or as a substitute for the financial information prepared and presented in accordance with Ind AS. We present these
non-GAAP financial measures and key performance indicators because they are used by our management to
evaluate our operating performance and formulate business plans.
These non-GAAP financial measures are not defined under Ind AS, Indian GAAP or IFRS and are not presented in
accordance with Ind AS. The non-GAAP financial measures and key performance indicators have limitations as
analytical tools. Further, these non-GAAP financial measures and key performance indicators may differ from the
similar information used by other companies, including peer companies, and therefore their comparability may be
limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to profit before
tax, net earned premiums, gross earned premiums or any other measure of performance or as an indicator of our
operating performance, liquidity or profitability or results of operations. In addition, these Non-GAAP Measures
are not a standardized term, hence a direct comparison of similarly titled Non-GAAP Measures and other operating
matrices between companies may not be possible. Although the Non-GAAP Measures and other operating matrices
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate
a company’s operating performance. For further details, see “Risk Factor – We have in this Updated Draft Red
Herring Prospectus-I included certain Non-GAAP Measures that may vary from any standard methodology that is
applicable across the industrial gas generation industry and may not be comparable with financial information of
similar nomenclature computed and presented by other companies” on page 83.
Currency and Units of Presentation
All references to:
1. “Rupees” or “INR” or “Rs.” or “₹” are to the Indian Rupee, the official currency of Republic of India;
2. “USD” or “US$” or “$” or “U.S. Dollar” are to the United States Dollar, the official currency of the United
States of America; and
Except otherwise specified, our Company has presented certain numerical information in this Updated Draft Red
Herring Prospectus-I in “lakh”, “million”, “crore” “billion” and “trillion” units. One million represents 1,000,000,
one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh represents 100,000
and one crore represents 10,000,000.
Figures sourced from third-party industry sources may be expressed in denominations other than million or may be
rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this
Updated Draft Red Herring Prospectus-I in such denominations or rounded-off to such number of decimal points as
provided in such respective sources. In certain instances, (i) the sum or percentage change of such numbers may not
16conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain tables may
not conform exactly to the total figure given for that column or row.
Time
All references to time in this Updated Draft Red Herring Prospectus-I are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Updated Draft Red Herring Prospectus-I are to a calendar year.
Exchange Rates
This Updated Draft Red Herring Prospectus-I contains conversions of certain other currency amounts into Indian
Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not
be construed as a representation that these currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Indian Rupee and other foreign currencies:
(in ₹)
Currency As on September 30, As on March 31, 2025
As on March 31, 2024 As on March 31, 2023
2025
1 USD 88.79 85.58 83.37 82.22
(Source: www.fbil.org.in)
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day have been
disclosed
Industry and Market Data
Unless stated otherwise, industry and market data used in this Updated Draft Red Herring Prospectus-I , including
in “Industry Overview” and “Our Business” on pages 210 and 284, respectively, has been obtained or derived from
the report titled “Industry Report on Community Industrial Gases Generation & Distribution in India” dated
November 28, 2025 (“F&S Report”) prepared and issued by Frost & Sullivan (“F&S”) and publicly available
information as well as other industry publications and sources. The F&S Report has been commissioned and paid
for by our Company exclusively for the purposes of the Offer, pursuant to an engagement letter dated December
21, 2024 and is available on the website of our Company at https://steamhouse.in/. Further, Frost & Sullivan vide
their letter dated November 28, 2025 (“Letter”) has accorded their no objection and consent to use the F&S Report,
in full or in part, in relation to the Offer. Further, Frost & Sullivan, vide their Letter has confirmed that they are an
independent agency, and confirmed that it is not related to our Company, our Directors, our Promoters, our KMP,
our members of Senior Management, our Subsidiary and the BRLM.
The extent to which the industry and market data presented in this Updated Draft Red Herring Prospectus-I is
meaningful depends upon 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 market and industry sources. This Updated
Draft Red Herring Prospectus-I contains certain data and statistics from the F&S Report, which is available on the
website of our Company at https://steamhouse.in/.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 194 includes
information relating to our peer group companies, which has been derived from publicly available sources.
Disclaimer by Frost & Sullivan
Frost & Sullivan has required us to include the following disclaimer in connection with the F&S Report:
“Frost & Sullivan has taken due care and caution in preparing this report (“Report”) based on the information
obtained by Frost & Sullivan from sources which it considers reliable (“Data”). This Report is not a
recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any
law or regulation. Without limiting the generality of the foregoing, nothing in the Report is to be construed as Frost
& Sullivan providing or intending to provide any services in jurisdictions where Frost & Sullivan does not have the
necessary permission and/or registration to carry out its business activities in this regard. Steamhouse India Limited
will be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part
17thereof outside India. No part of this Frost & Sullivan Report may be published/reproduced in any form without
Frost & Sullivan’s prior written approval.”
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 Updated Draft Red Herring Prospectus-I is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There
are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies
and assumptions may vary widely among different industry sources.
Accordingly, no investment decision should be made solely on the basis of such information. Such data involves
risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those
disclosed in “Risk Factors – Certain sections of this Updated Draft Red Herring Prospectus-I contain information
from the F&S Report which we commissioned and purchased and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks ” on page 83.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 194, includes
information relating to our peer company and industry averages. Such information has been derived from publicly
available sources. Such industry sources and publications are also prepared based on information as at specific dates
and may no longer be current or reflect current trends. Industry sources and publications may also base this
information on estimates and assumptions that may prove to be incorrect.
18FORWARD LOOKING STATEMENTS
This Updated Draft Red Herring Prospectus-I contains certain statements which are not statements of historical fact
and may be described as “forward-looking statements”. These forward-looking statements include statements which
can generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”,
“can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”,
“seek to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our business
strategy, plans, revenue and profitability (including, without limitation, any financial or operating projections or
forecasts) and other matters discussed in this Updated Draft Red Herring Prospectus-I that are not historical facts.
However, these are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may
differ materially from those suggested by such forward-looking statements. All forward-looking statements are
subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to
the industry in which our Company operates 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,
investments, or the industry in which we operate, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes, changes
in competition in the industry in which we operate and incidents of any natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:
1. Our operations are limited to providing steam and other industrial gases to customers in close
proximity to our facilities. Further, our business and growth plans are dependent on our ability to find
suitable land for the development of our steam and other industrial gas facilities which are in close
proximity to the industrial clusters where our potential customers are located.
2. Our top ten customers contributed 52.83% of our revenue from operations in the six months period
ended September 30, 2025 and 53.95% of our revenue from operations in Fiscal 2025. We also derive
a significant portion (more than 96.64% in the six months period ended September 30, 2025 and
88.01% in Fiscal 2025) of our revenue from operations from repeat orders. Loss of any of these
customers or a reduction in purchases or repeat orders by any of them could adversely affect our
business, results of operations, cash flows and financial condition.
3. Our business and profitability are substantially dependent on the availability of coal for our steam
production with purchases of coal contributing 77.97%, 76.19%, 92.01% and 95.91% of our total
purchases for the six months period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and
Fiscal 2023, respectively.
4. We have previously entered into related party transactions with Group Companies, which constituted
61.72%, and 70.41% of our revenue from operations in the six months ended September 30, 2025 and
Fiscal 2025, respectively. We may continue to enter into related party transactions with Group
Companies in the future.
5. We have previously entered into related party transactions, and we may continue to do so in the future.
6. We rely on our top ten suppliers for our material requirements which constituted 91.52%, 75.35%,
76.53%, and 79.43% of our overall purchases for the six months period ended September 30, 2025,
Fiscal 20254, Fiscal 2024 and Fiscal 2023 respectively. Any increase in the prices, availability and
quality of materials or loss of these suppliers could adversely affect our reputation, business, results
from operations, financial conditions and cash flows.
7. The success of our business depends on the continued demand for steam and industrial gas, and any
change in this demand could materially and adversely affect our business, results of operations, cash
flows and financial condition.
8. We have in past been in violation of certain material approvals of the Gujarat Pollution Control Board
such as operating a boiler before receiving the final approval from the regulatory authority. In the
19future, we may incur increased costs, be subject to penalties, or have our approvals and permits
revoked for non-compliance with the approvals of the Gujarat Pollution Control Board.
9. Our Statutory Auditors have included in their examination report emphasis of matters that were
included in the underlying auditor’s reports on our financial statements for the six months period
ended September 30, 2025.
10. We require various permits, licenses and approvals to operate our businesses, and the failure to obtain
or retain such licenses or approvals in a timely manner or at all may adversely affect our business,
results of operations, cash flows and financial condition.
For further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 34, 284, 210 and 480, respectively. By their nature, certain market
risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a
result, actual gains or losses could materially differ from those that have been estimated.
We cannot assure 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 as a guarantee of our future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Updated Draft Red
Herring Prospectus-I and are not a guarantee of future performance. These statements are based on our
management’s beliefs, assumptions, current plans, estimates and expectations, 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, Promoter Selling Shareholder, our Directors, our Promoters, the Book Running Lead
Manager, the Syndicate Members nor any of their respective affiliates or advisors have any obligation to update or
otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR
Regulations, our Company will ensure that investors in India are informed of material developments pertaining to
our Company and the Equity Share forming part of the Offer from the date of the Red Herring Prospectus until the
time of the grant of listing and trading permission by the Stock Exchanges. In accordance with the SEBI ICDR
Regulations, the Promoter Selling Shareholder shall ensure (through our Company) that the investors are informed
of material developments in relation to statements and undertakings specifically confirmed or undertaken by the
Promoter Selling Shareholder in relation to him and his Offered Shares from the date of the Red Herring Prospectus,
until the date of Allotment. Only statements and undertakings which are specifically confirmed or undertaken by
the Promoter Selling Shareholder to the extent of information pertaining to him and/or the Offered Shares, as the
case may be, in this Updated Draft Red Herring Prospectus-I shall be deemed to be statements and undertakings
made by the Promoter Selling Shareholder, as of the date of this Updated Draft Red Herring Prospectus-I .
20OFFER DOCUMENT SUMMARY
This section is a general summary of the terms of the Offer, certain disclosures included in this Updated Draft Red
Herring Prospectus-I and are neither exhaustive, nor does it purport to contain a summary of all the disclosures in
this Updated Draft Red Herring Prospectus-I or all details relevant to prospective investors. This summary should
be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere
in this Updated Draft Red Herring Prospectus-I, including the sections titled “Risk Factors”, “The Offer”, “Capital
Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”,
“Financial Statements”, “Management’s Discussions and Analysis of Financial Condition and Results of
Operations”, “Outstanding Litigation and Material Developments”, “Offer Procedure”, “Main Provisions of
Articles of Association” and “Offer Structure”, on pages 34, 93, 110, 133, 210, 284, 365, 372, 480, 540, 579, 603
and 574 respectively.
Primary business of our Company
We are an Indian company specializing in the generation and centralized distribution of industrial gases, including
steam and nitrogen, through our pipeline network. We currently operate seven community steam boilers (six owned
and one leased) including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam,
Nandesari and Panoli. As of September 30, 2025, our combined installed plant capacity for steam across our seven
boilers is an aggregate of 345 tonnes per hour (“TPH”). We also have one nitrogen generation and distribution
facility, which is located in Ankleshwar and commenced commercial operations in February 1, 2025 with a capacity
of 350 NM3/hour. We utilize a diverse range of fuels in our operational community steam boiler facilities, including
coal and non-fossil fuels like plastic waste to generate steam. As of November 15, 2025, we owned, operated and
maintained a 56,236 metres operational pipeline system connecting our facilities to our customers’ premises. We
served 174 customers during the six months ended September 30, 2025. Our customers are across key sectors
including, pharmaceuticals, chemicals, agro-chemicals, textiles, tyres, dyes and pigments, polymers, paints and
other sectors.
Summary of the Industry in which our Company operates
Industrial gases are indispensable to large-scale industries such as pharmaceuticals, chemicals and textiles, where
they play a critical role in optimizing production efficiency and ensuring operational stability. As of Fiscal 2025,
cylinder-based supply accounts for 42.0% of India’s industrial gas (excluding steam) demand by value. As the
Indian industrial sector continues to expand, the supply of industrial gases through pipelines is emerging as a
preferred alternative. According to F&S, in Fiscal 2025, India's total process steam demand was approximately
186,000 TPH. With a projected CAGR of 9.5% from Fiscal 2025 to 2030, the market is poised for significant
expansion. (Source: F&S Report). Recognizing the challenges posed by managing individual generation assets,
process industries are increasingly turning to centralized generation and distribution services. This shift is primarily
driven by the potential for significant operational and financial advantages, enabling shared resources and
collaborative management to alleviate the burdens of infrastructure maintenance. (Source: F&S Report).
Name of the Promoters
Our Promoters are Vishal Sanwarprasad Budhia, Ritu Budhia, VSB Business Trust, Budhia Business Trust and VB
Business Trust. For further details, see “Our Promoters and Promoter Group” on page 365.
Offer Size
Offer of Equity Shares(1)(2)(3)(4) Up to [●] equity shares of face value of ₹2 each, aggregating up to ₹ 4,250.00 million
of which:
(i) Fresh Issue(1)(4) Up to [●] equity shares of face value of ₹2 each, aggregating up to ₹ 3,450.00 million
(ii) Offer for Sale(2)(3) Up to [●] equity shares of face value of ₹2 each, aggregating up to ₹ 800.00 million
(1) The Offer has been authorized by a resolution of our Board dated June 17, 2025 and the Fresh Issue has been authorised by a special
resolution of our Shareholders dated June 18, 2025.
(2) Our Board has taken on record the consent of the Promoter Selling Shareholder to participate in the Offer for Sale. The Promoter Selling
Shareholder has authorised his participation in the Offer for Sale to the extent of Offered Shares pursuant to his consent letter. Further,
the Promoter Selling Shareholder, confirms that the Offered Shares is eligible to be offered for sale in the Offer in accordance with
Regulation 8 of the SEBI ICDR Regulations at the time of filing of this UDRHP-I. For further details, see “The Offer” and “Other
Regulatory and Statutory Disclosures” on pages 93 and 553 respectively.
(3) The name of the Promoter Selling Shareholder and the Offer for Sale is as follows:
21S. Name of the Promoter Selling Number of Offered Shares Type Proportion in OFS
No. Shareholder size (%)
1. Vishal Sanwarprasad Budhia Up to [●] Equity Shares of face value of Promoter 100%
₹2 each, aggregating up to ₹ 800.00
million
(4) Our Company, in consultation with the BRLM may consider an issue of specified securities, as may be permitted under the applicable
law, aggregating up to ₹150.00 million, at its discretion, between the date of filing of this Updated Draft Red Herring Prospectus – I and
prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company,
in consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be
reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not
exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers
to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may
proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and the Prospectus.
The Offer shall constitute [●]% of the post Offer paid up Equity Share capital of our Company. For further details
of the offer, see “The Offer” and “Offer Structure” on pages 93 and 574, respectively.
The above table summarises the details of the Offer. For further details of the Offer, see “The Offer” and “Offer
Structure” on pages 93 and 574, respectively.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
Particulars Estimated amount to be funded from
Net Proceeds
Repayment or prepayment of all or a portion of certain outstanding 1,500.00
borrowings availed by our Company
Funding capital expenditure requirements for augmenting infrastructure 708.98
development of our Company towards
- capacity expansion of the Ankleshwar Facility (Phase 3) 350.99
- capacity expansion of the Panoli Facility (Phase 2) Facility 357.99
Funding capital expenditure in relation to the setting up of a new
373.80
manufacturing facility for generation of steam
Dahej SEZ 373.80
General corporate purposes*# [●]
Total* [●]
*To be determined upon finalisation of the Offer Price and will be updated in the Prospectus prior to filing with the RoC.
#The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Offer, in accordance with the SEBI
ICDR Regulations. Our Company, in consultation with the BRLM may consider an issue of specified securities, as may be permitted under the
applicable law, aggregating up to ₹150.00 million, at its discretion, between the date of filing of this Updated Draft Red Herring Prospectus –
I and prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size
of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation
to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.
Note: The name of the Promoter Selling Shareholder and his proportion in the Offer for Sale is as follows:
S. Name of the Promoter Selling Number of Offered Shares Type Proportion in OFS
No. Shareholder size (%)
1. Vishal Sanwarprasad Budhia Up to [●] Equity Shares of face value of Promoter 100%
₹2 each, aggregating up to ₹ 800.00
million
For further details, see “Objects of the Offer” on page 133.
22Aggregate pre-Offer Shareholding of our Promoters, members of our Promoter Group and our Promoter
Selling Shareholder
The aggregate pre-Offer shareholding and percentage of the pre-Offer paid-up Equity Share capital, of each of our
Promoters, members of our Promoter Group and our Promoter Selling Shareholder as on the date of this Updated
Draft Red Herring Prospectus-I is set forth below:
Number of Equity Shares of Percentage of pre-Offer Equity
S. No Name of the shareholder
face value of ₹2 each Share capital (%)
Promoters
1. Vishal Sanwarprasad Budhia* 202,500,000 89.61
2. Ritu Budhia 300 Negligible
3. VSB Business Trust 8,010,425 3.54
4. Budhia Business Trust 6,387,000 2.83
5. VB Business Trust 4,263,000 1.89
Total (A) 221,160,725 97.87
Promoter Group
1. Sanwarprasad Ramkumar Budhia 100 Negligible
2. Budhia Kumaresh Sanwarprasad 900,750 0.40
3. Kamal Yogesh Agarawal 900,750 0.40
4. Pushpadevi Sanwarprasad Budhia 750 Negligible
5. Sangeeta Gaurav Parasrampuria 50,000 0.02
Total (B) 1,852,350 0.82
Total (C=A+B) 223,013,075 98.69
* Also being the Promoter Selling Shareholder.
Aggregate pre- Offer shareholding of our Promoters, the Promoter Group and the Additional top 10
Shareholders of our Company
The aggregate pre- Offer shareholding of our Promoters, Promoter Group and additional top 10 Shareholders of our
Company as a percentage of the pre-Offer paid-up Equity Share capital and post-Offer Equity shareholding of our
Company is set out below:
S No. Name of Shareholder Pre-Offer Post-Offer shareholding as at Allotment(2)
Number Percentage At the lower end of the At the upper end of
of Equity of total pre- Price Band (₹[●]) the Price Band (₹[●])
Shares^ Offer paid Number Percenta Number Percenta
up Equity of Equity ge of total of Equity ge of total
Share Shares of post- Shares of post-
capital (%) face Offer face Offer
value ₹ 2 paid up value ₹ 2 paid up
each held Equity each held Equity
(1) Share (1)) Share
capital (1) capital (1)
Promoters
1. 202,500,0 [●] [●] [●] [●]
Vishal Sanwarprasad Budhia 89.61
00
2. [●] [●] [●] [●]
Ritu Budhia 300 Negligible
3. VSB Business Trust 8,010,425 3.54 [●] [●] [●] [●]
4. Budhia Business Trust 6,387,000 2.83 [●] [●] [●] [●]
5. VB Business Trust 4,263,000 1.89 [●] [●] [●] [●]
Total (A) 221,160,7 97.87 [●] [●] [●] [●]
25
Promoter Group
1. Sanwarprasad Ramkumar 100 Negligible [●] [●] [●] [●]
Budhia
2. Budhia Kumaresh 900,750 0.40 [●] [●] [●] [●]
Sanwarprasad
3. Kamal Yogesh Agarawal 900,750 0.40 [●] [●] [●] [●]
4. Pushpadevi Sanwarprasad 750 Negligible [●] [●] [●] [●]
Budhia
23S No. Name of Shareholder Pre-Offer Post-Offer shareholding as at Allotment(2)
Number Percentage At the lower end of the At the upper end of
of Equity of total pre- Price Band (₹[●]) the Price Band (₹[●])
Shares^ Offer paid Number Percenta Number Percenta
up Equity of Equity ge of total of Equity ge of total
Share Shares of post- Shares of post-
capital (%) face Offer face Offer
value ₹ 2 paid up value ₹ 2 paid up
each held Equity each held Equity
(1) Share (1)) Share
capital (1) capital (1)
5. Sangeeta Gaurav 50,000 0.02 [●] [●] [●] [●]
Parasrampuria
Total (B) 1,852,350 0.82 [●] [●] [●] [●]
Additional top 10 Shareholders (other than Promoters and Promoter Group)
1. Suchi Goenka 450,000 0.20 [●] [●] [●] [●]
2. Gitadevi Vijaykumar Agrawal 382,500 0.17 [●] [●] [●] [●]
3. Rahul Vijaykumar Agarwal 275,000 0.12 [●] [●] [●] [●]
4. Manish Vijaykumar Agrawal 195,000 0.09 [●] [●] [●] [●]
Ruchi Agrawal 195,000 0.09 [●] [●] [●] [●]
5. Sweta Agarwal 189,000 0.08 [●] [●] [●] [●]
6. Suchika Agrawal 187,500 0.08 [●] [●] [●] [●]
Vikas Vijaykumar Agrawal 187,500 0.08 [●] [●] [●] [●]
7. Anilkumar Hasmukhbhai Patel
jointly with Rita Anilkumar 55,000 0.02 [●] [●] [●] [●]
Patel
8. Swastik Polyprints Private
50,000 0.02 [●] [●] [●] [●]
Limited
Rajivkumar Narayandas Batra 50,000 0.02 [●] [●] [●] [●]
Saloni Rathi Jhawar 50,000 0.02 [●] [●] [●] [●]
9. Bhavdip Rameshchandra
28,125 0.02 [●] [●] [●] [●]
Gajjar
10. Saraogi Viniyog Pvt Ltd 25,000 0.01 [●] [●] [●] [●]
Mamta Rahul Sharma 25,000 0.01 [●] [●] [●] [●]
Komal Rajivkumar Batra 25,000 0.01 [●] [●] [●] [●]
Sahil Yudhisthir Batra 25,000 0.01 [●] [●] [●] [●]
Samarth Rajivbhai Batra 25,000 0.01 [●] [●] [●] [●]
Abhishek Yudhishter Batra 25,000 0.01 [●] [●] [●] [●]
Vinay Yudhisthir Batra 25,000 0.01 [●] [●] [●] [●]
Sudarshan Taparia 25,000 0.01 [●] [●] [●] [●]
Vedika Vinay Khemka 25,000 0.01 [●] [●] [●] [●]
Gaurav Sanjaybhai Sudrania 25,000 0.01 [●] [●] [●] [●]
Priyansh Sanjaykumar
25,000 0.01 [●] [●] [●] [●]
Sudrania
Atul H Mehta 25,000 0.01 [●] [●] [●] [●]
Total (C)
2,594,625 1.15 [●] [●] [●] [●]
Total (D) = (A) + (B) + (C) 225,607,7
99.84 [●] [●] [●] [●]
00
(1) To be updated upon finalisation of Price Band.
(2) To be updated at the Prospectus stage.
^ Based on the beneficiary position statement dated December 5, 2025.
For further details, see “Capital Structure” beginning on page 110.
Summary of Selected Financial Information derived from our Restated Financial Information
The following information has been derived from our Restated Financial Information for six months period ended
September 30, 2025 and the last three Fiscals:
(In ₹ million, except per share data)
Particulars* Six months Fiscal ended Fiscal ended Fiscal ended
ended March 31, 2025 March 31, 2024 March 31, 2023
September 30,
2025
24Equity Share capital 451.95 451.95 451.95 150.00
Net worth(1) 1,396.70 1,310.00 1,027.09 568.42
Revenue from operations 2,384.17 3,951.06 2,917.10 3,155.39
Profit/ (loss) after tax 130.85 311.61 271.86 333.99
Basic earnings per equity share (EPS)
0.58 * 1.38 1.21 1.48
(in ₹/share)(2)
Diluted earnings per equity share (in
0.58 * 1.38 1.21 1.48
₹/share)(3)
Net Asset Value per share (in
6.18 5.80 4.55 7.58
₹/share)(4)
Total borrowings (as per balance
2,165.97 2,229.47 2,027.06 1,059.41
sheet)(5)
*Not annualised
Notes:
(1) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation.
(2) Basic EPS (₹) = Basic earnings per share are calculated by dividing the restated profit for the year/period by the weighted average number
of Equity Shares outstanding during the year/ period.
(3) Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the restated profit for the year/period by the weighted average
number of Equity Shares outstanding during the year/period.
(4) Net asset value per equity share is calculated as total equity (excluding non-controlling interest) divided by number of equity shares
outstanding at the end of the year/ period.
(5) Total borrowings consists of current and non-current borrowings.
For further details, see “Restated Financial Information” on page 372.
Qualifications of the Auditors which have not been given effect to in the Restated Financial Information
There were no auditor qualifications in the examination report, which require adjustment in the Restated Financial
Information. For further details, see “Restated Financial Information - Notes to the Restated Financial Information
– Note 49 – Statement of restatement of prior periods” on page 473.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, Promoters, Directors, Subsidiary, Group
Companies, Key Managerial Personnel and members of Senior Management as on the date of this Updated Draft
Red Herring Prospectus-I and as disclosed in the section titled “Outstanding Litigation and Material Developments”
in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below:
Name of Criminal Tax Statutory or Disciplinary Material Aggregate
Entity/Individual(1) Proceedings Proceedings Regulatory actions by civil amount
actions SEBI or litigation involved*
Stock (₹ in
Exchanges million)
against our
Promoters
in the last
five
financial
years
Company
By our Company 1 N.A. N.A. N.A. Nil 0.90
Against our 3 3 N.A. 1 52.68
Nil
Company
Directors (Other than our Promoters)
By our Directors Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Directors
Promoters
25Name of Criminal Tax Statutory or Disciplinary Material Aggregate
Entity/Individual(1) Proceedings Proceedings Regulatory actions by civil amount
actions SEBI or litigation involved*
Stock (₹ in
Exchanges million)
against our
Promoters
in the last
five
financial
years
By our Promoters Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil Nil Nil Nil
Promoters
Key Managerial Personnel and members of Senior Management (excluding our Chairman and Managing Director
and Executive Directors)
By our Key Nil - N.A. N.A. - Nil
Managerial
Personnel and
members of Senior
Management
Against our Key Nil - Nil N.A. - Nil
Managerial
Personnel and
members of Senior
Management
Subsidiary
By our Subsidiary Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Subsidiary
*To the extent quantifiable
As on the date of this Updated Draft Red Herring Prospectus-I, there is no outstanding litigation involving our
Group Companies which may have a material impact on our Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” on page 540.
Risk Factors
Specific attention of the investors is invited to “Risk Factors” on page 34.
Summary of Contingent Liabilities and Capital Commitments of our Company
Details of the contingent liabilities (as per Ind AS 37) and capital commitments of our Company as on September
30, 2025 derived from the Restated Financial Information are set forth below:
(₹ in million)
Particulars As at
September
30, 2025
Contingent Liabilities
GST -
Litigation under income tax 0.01
Order of Superintendent of Stamps 35.77
Bank Guarantee 72.47
Total Contingent Liabilities 108.25
Capital Commitments
Estimated amount of contracts remaining to be executed for purchase of property, plant and equipments and not 916.00
provided for
Total Capital Commitments 916.00
For further details of the contingent liabilities (as per Ind AS 37) of our Company as at September 30, 2025, see
“Restated Financial Information – Note 28 – Contingent Liabilities and Capital Commitments” on page 451.
26Summary of Related Party Transactions
Summary of the related party transactions as per Ind AS 24-Related Party Disclosures or the six months ended
September 30, 2025, and Fiscals 2025, 2024 and 2023, read with the SEBI ICDR Regulations, derived from Restated
Financial Information, is as follows:
(₹ in million)
Relations Nature of Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
Name of of the Transactio ended
the company n September 30,
related with 2025
party Related Amou % of Amou % of Amou % of Amou % of
Party nt revenu nt revenu nt revenu nt revenu
e from e from e from e from
operati operati operati operati
on on on on
Sanjoo Companie
Dyeing & s under
Interest
Printing the same 11.19 0.47% 4.32 0.11% 5.08 0.17% - -
Expense
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under
Interest
Printing the same - - - - - - 0.54 0.02%
Income
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under
Printing the same Loan Given - - - - - - 67.36 2.13%
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under
Loan
Printing the same 697.70 29.26% 795.84 20.14% 365.71 12.54% - -
Obtained
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under
Printing the same Purchase 142.74 5.99% 328.49 8.31% 57.00 1.95% 69.71 2.21%
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under
Printing the same Rent - - - - 38.35 1.31% 32.43 1.03%
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under Purchase of
Printing the same Fixed - - 63.36 1.60% - - 0.90 0.03%
Mills Pvt managem Assets
Ltd ent
Sanjoo Companie
Dyeing & s under
Receipt of
Printing the same - - - - - - 67.36 2.13%
Loan Given
Mills Pvt managem
Ltd ent
Sanjoo Companie
Dyeing & s under Repayment
Printing the same of Loan - - 800.16 20.25% 366.36 12.56% 0.57 0.02%
Mills Pvt managem Obtained
Ltd ent
Sanjoo Companie
Dyeing & s under
Printing the same Sales 563.88 23.65% 656.02 16.60% 55.18 1.89% 58.51 1.85%
Mills Pvt managem
Ltd ent
27Companie
Sanjoo s under
Loan
Filaments the same - - - - 0.02 0.00% 0.09 0.00%
Obtained
Pvt Ltd managem
ent
Companie
Sanjoo s under Repayment
Filaments the same of Loan - - - - 0.02 0.00% 0.09 0.00%
Pvt Ltd managem Obtained
ent
Companie
Sanjoo s under
Interest
Prints Pvt the same 1.91 0.08% 0.95 0.02% - - 0.80 0.03%
Expense
Ltd managem
ent
Companie
Sanjoo s under
Prints Pvt the same Loan Given - - - - - - 0.38 0.01%
Ltd managem
ent
Companie
Sanjoo s under
Loan
Prints Pvt the same 43.00 1.80% 61.18 1.55% - - 1.18 0.04%
Obtained
Ltd managem
ent
Companie
Sanjoo s under
Prints Pvt the same Purchase - - - - 52.34 1.79% 12.91 0.41%
Ltd managem
ent
Companie
Sanjoo s under Purchase of
Prints Pvt the same Fixed - - 4.22 0.11% 2.29 0.08% - -
Ltd managem Assets
ent
Companie
Sanjoo s under
Prints Pvt the same Rent 0.62 0.03% 1.24 0.03% 20.14 0.69% 14.05 0.45%
Ltd managem
ent
Companie
Sanjoo s under
Receipt of
Prints Pvt the same - - - - - - 0.38 0.01%
Loan Given
Ltd managem
ent
Companie
Sanjoo s under Repayment
Prints Pvt the same of Loan 5.94 0.25% 62.13 1.57% - - 113.21 3.59%
Ltd managem Obtained
ent
Companie
Sanjoo s under
Prints Pvt the same Sales 2.06 0.09% - - 74.17 2.54% 78.08 2.47%
Ltd managem
ent
Parties
Green
Related to Purchase - - - - - - 7.97 0.25%
Energy
Director
Parties
Green
Related to Legal Fees - - - - - - 2.42 0.08%
Energy
Director
28Parties
Green Advance to
Related to - - - - - - 27.74 0.88%
Energy supplier
Director
Brickcrest
Infrasol
Private Companie
Limited s under Repayment
(Formerly the same of Loan - - - - - - 0.01 0.00%
known as managem Given
Steamhous ent
e Private
Limited)
Vishal
Directors
Sanwarpra Loan
of the - - 1.03 0.03% 27.02 0.93% 2.81 0.09%
sad Obtained
company
Budhia
Vishal
Directors Repayment
Sanwarpra
of the of Loan - - 1.03 0.03% 27.02 0.93% 2.32 0.07%
sad
company Obtained
Budhia
Vishal
Sanwarpra Parties Repayment
sad Related to of Loan - - - - - - 0.04 0.00%
Budhia Director Obtained
HUF
Relative
of Key
Khushi
Managem Salary 0.18 0.01% 0.06 0.00% 0.19 0.01% - -
Budhia
ent
Personnel
Relative
of Key
Zheel
Managem Salary 0.18 0.01% 0.06 0.00% - - - -
Budhia
ent
Personnel
Steamhous
Wholly-
e Welfare Donation
owned 4.18 0.18% 2.25 0.06% 0.96 0.03% - -
Foundatio Given
subsidiary
n
Companie
Sanjoo s under
Rent
Dyeing the same 2.58 0.11% 3.87 0.10% - - - -
Expense
INC managem
ent
Vishal
Directors
Sanwarpra
of the Salary 2.70 0.11% 0.84 0.02% - - - -
sad
company
Budhia
Vishal
Directors Reimburse
Sanwarpra
of the ment of 2.65 0.11% - - - - - -
sad
company Expenses
Budhia
Key
Shyam
Manageri
Bhadresh Salary 0.75 0.03% 1.01 0.03% 0.78 0.03% 0.46 0.01%
al
Kapadia
Personnel
Key
Vaibhav Manageri
Salary 3.67 0.15% 4.80 0.12% 4.30 0.15% 2.80 0.09%
Gattani al
Personnel
29Directors
Richa Director
of the 0.20 0.01% 0.60 0.02% 0.55 0.02% 0.15 0.00%
Goyal Sitting Fees
company
Vinay
Directors
Omprakas Director
of the 0.40 0.02% 0.70 0.02% 0.80 0.03% 0.10 0.00%
h Sitting Fees
company
Sonthalia
Rathod
Baldevsin Directors
Director
h of the 0.25 0.01% 0.35 0.01% 0.55 0.02% 0.15 0.00%
Sitting Fees
Yogendras company
inh
Rampraka Directors Director
sh B of the Remunarati 1.07 0.04% 1.80 0.05% 1.68 0.06% 1.56 0.05%
Sharma company on
Yadav
Directors Director
Lalankum
of the Remunarati 0.36 0.02% 0.59 0.01% 0.50 0.02% 0.42 0.01%
ar
company on
Dayanand
For further details, see “Financial Statements- Note 46 – Related Party Disclosure” on page 466.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors,
and their relatives have financed the purchase of any securities of our Company, by any other person during a period
of six months immediately preceding the date of the Pre-filed Draft Red Herring Prospectus and this Updated Draft
Red Herring Prospectus-I.
Average cost of acquisition for our Promoters (including the Promoter Selling Shareholder)
The average cost of acquisition per Equity Share for shares held by our Promoters (including the Vishal
Sanwarprasad Budhia, who is also a Promoter Selling Shareholder), as at the date of this Updated Draft Red Herring
Prospectus-I is:
Name of the Promoters Number of Equity Shares of Average cost of acquisition
face value of ₹ 2 each held per Equity Share (in ₹)*
Vishal Sanwarprasad Budhia^ 202,500,000 0.04
Ritu Budhia 300 Nil
VSB Business Trust (Trustees: Vishal Sanwarprasad 8,010,425 Nil
Budhia and Ritu Budhia)
Budhia Business Trust (Trustees: Vishal Sanwarprasad 6,387,000 Nil
Budhia and Ritu Budhia)
VB Business Trust (Trustees: Vishal Sanwarprasad 4,263,000 Nil
Budhia and Ritu Budhia)
* As certified by Natvarlal Vepari & Co, Chartered Accountants by way of their certificate dated December 8, 2025.
^ Also being the Promoter Selling Shareholder.
Weighted average price at which specified securities were acquired by our Promoters (including the
Promoter Selling Shareholder) in the one year preceding the date of this Updated Draft Red Herring
Prospectus-I
30The weighted average price at which specified securities have been acquired by our Promoters (including the Vishal
Sanwarprasad Budhia, who is also a Promoter Selling Shareholder), in the one year preceding the date of this
Updated Draft Red Herring Prospectus-I is provided below.
Name of the Promoters Number of Equity Shares acquired Weighted average price of acquisition
in the last one year per Equity Share (in ₹)*
Vishal Sanwarprasad Budhia^ Nil Nil
Ritu Budhia Nil Nil
VSB Business Trust (Trustees: Vishal Nil Nil
Sanwarprasad Budhia and Ritu Budhia)
Budhia Business Trust (Trustees: Vishal Nil Nil
Sanwarprasad Budhia and Ritu Budhia)
VB Business Trust (Trustees: Vishal Nil Nil
Sanwarprasad Budhia and Ritu Budhia)
^ Also being the Promoter Selling Shareholder.
* As certified by Natvarlal Vepari & Co, Chartered Accountants by way of their certificate dated December 8, 2025.
Weighted average cost of acquisition of Equity Shares transacted in one year, eighteen months and three
years preceding the date of this Updated Draft Red Herring Prospectus-I :
Period Weighted average Cap Price is ‘x’ times the Range of acquisition price
cost of acquisition per weighted average cost of per Equity Share: lowest
Equity Share (in ₹)* acquisition*^ price – highest price (in ₹)*
Last 1 year preceding the date of Nil [●] Nil
this Updated Draft Red Herring
Prospectus-I
Last 18 months preceding the 220.00 [●] 0-220
date of this Updated Draft Red
Herring Prospectus-I
Last 3 year preceding the date of 1.20 [●] 0-220
this Updated Draft Red Herring
Prospectus-I
* As certified by Natvarlal Vepari & Co, Chartered Accountants by way of their certificate dated December 8, 2025.
^ To be updated in the Prospectus, once the Price Band information is available.
Note: Weighted average cost of acquisition is calculated based on all issue and allotment of Equity Shares, and secondary acquisitions of
Equity Shares by our Promoters and members of our Promoter Group.
Details of price at which specified securities were acquired by the Promoters (including the Promoter Selling
Shareholder), members of our Promoter Group, and Shareholders with right to nominate directors or any
other rights (“Shareholders”) in the last three years preceding the date of this Updated Draft Red Herring
Prospectus-I
Name of the acquirer / Date of acquisition Number of Equity Acquisition Nature of
shareholder of Equity Shares Shares acquired price per Equity Transaction
Share (in ₹)
Equity Shares
Promoters
Vishal Sanwarprasad October 5, 2023 142,100,000 Nil Bonus issue in the
Budhia* ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4,
2023
Ritu Budhia October 5, 2023 200 Nil Bonus Issue in the
ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4,
2023
VSB Business Trust November 30, 2023 8,010,425 Nil Gift of shares by
(Trustees: Vishal Sanwarprasad
Ramkumar Budhia
31Name of the acquirer / Date of acquisition Number of Equity Acquisition Nature of
shareholder of Equity Shares Shares acquired price per Equity Transaction
Share (in ₹)
Sanwarprasad Budhia, and
Ritu Budhia)
Budhia Business Trust November 30, 2023 6,387,000 Nil Gift of Shares by
(Trustees: Vishal Vishal
Sanwarprasad, Budhia and Sanwarprasad
Ritu Budhia) Budhia
VB Business Trust (Trustees: November 30, 2023 4,263,000 Nil Gift of Shares by
Vishal Sanwarprasad Budhia, Vishal
and Ritu Budhia) Sanwarprasad
Budhia
Promoter Group
Sanwarprasad Ramkumar August 24, 2023 1,613,900 Nil Gift of shares by
Budhia Ritu Budhia
Sanwarprasad Ramkumar October 5, 2023 5,340,350 Nil Bonus issue in the
Budhia ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4, 2023
Budhia Kumaresh October 5, 2023 600,500 Nil Bonus issue in the
Sanwarprasad ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4, 2023
Kamal Yogesh Agarwal October 5, 2023 600,500 Nil Bonus issue in the
ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4, 2023
Pushpadevi Sanwarprasad October 5, 2023 500 Nil Bonus issue in the
Budhia ratio of two Equity
Shares for every one
Equity Share held as
on the record date
being October 4, 2023
Sangeeta Gaurav October 28, 2024 25,000 220 Transfer
Parasrampuria
Sangeeta Gaurav November 8, 2024 25,000 220 Transfer
Parasrampuria
Shareholders with a right to nominate a director or any other rights
Nil
* Also being the Promoter Selling Shareholder.
Details of pre-IPO Placement
Our Company, in consultation with the BRLM may consider an issue of specified securities, as may be permitted
under the applicable law, aggregating up to ₹150.00 million, at its discretion, between the date of filing of this
Updated Draft Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus. The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue,
subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed
20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red
Herring Prospectus and the Prospectus.
Issue of Equity Shares for consideration other than cash in the last one year including through bonus issuance
32in the last one year or out of revaluation of reserves
Our Company has not issued any Equity Shares out of revaluation reserves since incorporation. Our Company has
not issued any Equity Shares in the one year immediately preceding the date of this Updated Draft Red Herring
Prospectus-I, for consideration other than cash.
Split / Consolidation of Equity Shares in the last one year
Our company has not undertaken any split or consolidation of its equity shares in the one year proceeding the date
of this Updated Draft Red Herring Prospectus-I.
Exemption from complying with any provisions of securities laws granted by SEBI
Our Company had filed an application dated August 8, 2025, with SEBI seeking an exemption under Regulation
300(1)(c) of the SEBI ICDR Regulations from including information and confirmations relating to Ambika Agarwal
and her connected entities in the UDRHP-1, UDRHP-II, RHP and Prospectus, solely based on the public search.
SEBI has, vide its letter dated October 6, 2025 bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2025/25967/1 rejected our application and has not granted us the exemption sought therein.
In view of non-receipt of the relevant confirmations and undertakings by Ambika Agarwal and her connected
entities, in order to comply with the disclosure requirements specified under the SEBI ICDR Regulations, our
Company has disclosed such details pertaining to Ambika Agarwal and her connected entities, in this Updated Draft
Red Herring Prospectus-I, only to the extent such information is publicly available from the websites of certain
government authorities and other public databases.
33SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in
this Updated Draft Red Herring Prospectus – I, including the risks and uncertainties described below before making
an investment in the Equity Shares.
The risks set out below are not exhaustive and we have described the risks and uncertainties that our management
believes are material, but these risks and uncertainties may not be the only risks relevant to us, the Equity Shares
or the industrial gas generation industry in which we currently operate. Unless specified or quantified in the
relevant risk factor below, we are not in a position to quantify the financial or other implication of any of the risks
mentioned in this section. If any or a combination of the following risks actually occur, or if any of the risks that
are currently not known or deemed to be not relevant or material now actually occur or become material in the
future, our business, results of operations, cash flows and financial condition could suffer, the trading price of the
Equity Shares could decline, and you may lose all or part of your investment. For more details on our business and
operations, see “Our Business,” “Industry Overview,” “Key Regulations and Policies,” “Restated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 284, 210, 320, 372 and 480, respectively, as well as other financial information included elsewhere in this
Updated Draft Red Herring Prospectus – I. In making an investment decision, you must rely on your own
examination of us and the terms of the Offer, including the merits and risks involved, and you should consult your
tax, financial and legal advisors about the particular consequences of investing in the Offer. Prospective investors
should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject
to a legal and regulatory environment which may differ in certain respects from that of other countries.
This Updated Draft Red Herring Prospectus – I also contains forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the considerations described below. For details,
see “Forward-Looking Statements” on page 19.
Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” or “our” are to
Steamhouse India Limited together with its subsidiary (which is a non-profit organisation). Our financial or fiscal
year ends on March 31st of each calendar year. Accordingly, references to a “Fiscal” or a “fiscal year” are to
the 12-month period ended March 31st of the relevant year. References in this section to a “six months period”
refers to the six months period ended September 30th of a particular fiscal year. Unless otherwise stated or the
context otherwise requires, the financial information included in this section is based on the restated financial
information included in this Updated Draft Red Herring Prospectus – I. For further information, see “Restated
Financial Information” on page 372.
We have also included various operational and financial performance indicators in this Updated Draft Red Herring
Prospectus – I, some of which have not been derived from our financial information. The manner of calculation
and presentation of some of the operational and financial performance indicators, and the assumptions and
estimates used in such calculation, may vary from that used by other companies in India and other jurisdictions.
Unless stated otherwise, industry and market data used in this section has been obtained or derived from the report
titled “Industry Report on Community Industrial Gases Generation & Distribution in India”, dated November 28,
2025 (“F&S Report”), prepared and issued by Frost & Sullivan (“F&S Report”) and publicly available
information as well as other industry publications and sources. The F&S Report has been commissioned and paid
for by the Company exclusively for the purpose of the Offering. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular year, refers to such information for the relevant calendar year. Frost & Sullivan was appointed
by our Company pursuant to an engagement letter dated December 21, 2024 and is not connected to our Company,
our Directors, our Promoters, our Subsidiary, our Key Managerial Personnel, Senior Management or BRLM. A
copy of the F&S Report is available on our website at https://steamhouse.in/.
Internal Risks
1. Our operations are limited to providing steam and other industrial gases to customers in close proximity to
our facilities. Further, our business and growth plans are dependent on our ability to find suitable land for
the development of our steam and other industrial gas facilities which are in close proximity to the industrial
clusters where our potential customers are located.
34Our operations are limited to providing steam and other industrial gases to customers in close proximity to our
facilities, which means that our customer base for each facility is limited geographically. The following table
sets forth our number of customers served for the periods indicated:
Six months
period ended
September 30,
Particulars 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of customers served 174 173 125 91
Our operations are dependent on the successful installation and operation of pipelines through industrial estates
to connect our facilities to our customers, and we also must be able to secure rights of way for these pipelines.
If our rights of way for our pipelines are terminated by the regulator, our business, results of operations, cash
flows and financial condition could be adversely affected.
Further, our ability to realize our business and growth plans is dependent on our ability to develop and secure
rights to land suitable for the development of our steam and other industrial gas facilities. Our facilities must
be developed on land in close proximity to the industrial clusters where our customers are located to minimise
transmission losses in our pipeline connecting our facility to our customers. We also must be able to secure
rights of way for these pipelines. There is also a geographical space limitation regarding the installation and
placement of new pipelines to distribute industrial gases in the established industrial clusters in India.
In addition, suitable sites are determined on the basis of cost, coal or other fuel availability (in light of available
transportation infrastructure) and other relevant factors. Any failure by us to secure suitable sites may materially
impact the development of a steam or other industrial gas project, and if this occurs across a number of our
proposed project locations, our business and prospects could be materially and adversely affected.
We have already experienced such risks in certain locations. In respect of the Tarapur property as per our land
agreement with the Maharashtra Industrial Development Corporation (“MIDC”), we were required to construct
on the land within a specified time, however as of the date of this Updated Draft Red Herring Prospectus – I,
we have not constructed a project there. MIDC has issued a letter requesting us to pay an additional premium
of ₹14.78 million in order for us to continue using the property. We have requested a waiver from this additional
premium due to justifiable delays; however, if MIDC does not agree to our requested waiver, we may be
required to pay the additional premium in order to further utilize this property. By order dated August 12, 2025,
we have paid the requested additional premium and now the permission to construction stands extended until
January 6, 2026. Under the terms of the order we must complete 40% of the construction by January 6, 2026,
and, if we fail to do so, additional premiums may be assessed by MIDC, which could adversely affect results
of operations, cash flows and financial condition.
If such incidents occur at multiple locations (including changes in policies of land authorities and/or non-
fulfilment of any of condition of our agreements with such authorities), or if we are unable to secure suitable
land and associated rights in future projects, our business, operations, expansion plans and prospects could be
materially and adversely affected.
2. Our top ten customers contributed 52.83% of our revenue from operations in the six months period ended
September 30, 2025 and 53.95% of our revenue from operations in Fiscal 2025. We also derive a significant
portion (more than 96.64% in the six months period ended September 30, 2025 and 88.01% in Fiscal 2025)
of our revenue from operations from repeat orders. Loss of any of these customers or a reduction in
purchases or repeat orders by any of them could adversely affect our business, results of operations, cash
flows and financial condition.
We served 174 customers during the six months period ended September 30, 2025, 173 customers during Fiscal
2025, 125 customers during Fiscal 2024 and 91 customers during Fiscal 2023.
We have a history of high customer retention since Fiscal 2023. Over the years, we have been able to attract
and service new customers and broaden our customer base. Many of our customers have entered into long-term
contracts with us. For the six months period ended September 30, 2025 and for Fiscal 2025, our revenues from
repeat customers accounted for 96.64% and 88.01% of our revenues from operations, respectively. Further, of
our top 10 largest customers by revenue for the six months period ended September 30, 2025, we have had a
relationship spanning over five years with four (4) customers
35The following table sets forth certain key information about our repeat customers for the periods indicated.
Number of Percentage of total Number of repeat
customers served revenue contribution from customers served during
Period during the period repeat customers the period*
Fiscal 2023 91 90.29% 68
Fiscal 2024 125 91.49% 74
Fiscal 2025 173 88.01% 120
Six months period ended 174 96.64% 151
September 30, 2025
*Revenues from repeat customers is revenues from customers where our Company has recognized revenues from such customer in at least
one fiscal/period during the last three fiscals preceding the fiscal/ period for which the data is being disclosed.-
Our business is concentrated with our top 10 customers. The table below sets forth our revenue from our largest
customer, top three customers and top 10 customers and their respective contributions to our revenue from
operations for the periods indicated.
Particulars Six months period
ended September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
₹ % of ₹ million % of ₹ million % of ₹ million % of
million revenue revenue revenue revenue
from from from from
operatio operatio operatio operatio
ns ns ns ns
Largest customer 563.88 23.65% 656.03 16.60% 314.19 10.77% 469.60 14.88%
Top 3 customers 829.80 34.80% 1,117.92 28.29% 833.92 28.59% 1,082.31 34.30%
Top 10 1,259.5 52.83% 2,131.67 53.95%
customers 5 1,744.12 59.79% 2,011.83 63.76%
The tables below set forth revenue from operations from our top 10 customers in each of the periods indicated.
Six months period ended
September 30, 2025
% of
revenue
from
Top 10 Customers* ₹ million operations
Sanjoo Dyeing and Printing Mills Private Limited(1) 563.88 23.65%
Customer 2 143.45 6.02%
Customer 3 122.47 5.14%
Customer 4 78.53 3.29%
Customer 5 64.14 2.69%
Customer 6 60.53 2.54%
Customer 7 60.44 2.54%
Aether Industries Limited 59.42 2.49%
Globe Enviro Care Limited 54.31 2.28%
Customer 10 52.38 2.20%
Total 1,259.55 52.83%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our sales to it are considered related party transactions.
36Fiscal 2025
% of
revenue
from
Top 10 Customers* ₹ million operations
Sanjoo Dyeing and Printing Mills Private Limited(1) 656.03 16.60%
Customer 2 233.53 5.91%
Customer 3 228.36 5.78%
Customer 4 222.05 5.62%
Customer 5 180.67 4.57%
Aether Industries Limited 164.61 4.17%
Customer 7 119.29 3.02%
Customer 8 114.29 2.89%
Globe Enviro Care Limited 106.87 2.70%
Customer 10 105.96 2.68%
Total 2,131.67 53.95%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our sales to it are considered related party transactions.
Fiscal 2024
% of
revenue
from
Top 10 Customers* ₹ million operations
Customer 1 314.19 10.77%
Customer 2 281.86 9.66%
Customer 3 237.87 8.15%
Aether Industries Limited 211.75 7.26%
Customer 5 193.03 6.62%
Customer 6 125.44 4.30%
Globe Enviro Care Limited 110.82 3.80%
Customer 8 110.78 3.80%
Customer 9 84.21 2.89%
Sanjoo Prints Private Limited(1) 74.17 2.54%
Total 1,744.12 59.79%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Prints Private Limited is a group company and our sales to it are considered related party transactions.
Fiscal 2023
% of
revenue
from
Top 10 Customers* ₹ million operations
Customer 1 469.60 14.88%
Customer 2 328.71 10.42%
37Customer 3 284.00 9.00%
Aether Industries Limited 171.36 5.43%
Anupam Rasayan India Limited 167.38 5.30%
Customer 6 146.71 4.65%
Globe Enviro Care Limited 139.66 4.43%
Customer 8 114.22 3.62%
Customer 9 107.42 3.40%
Customer 10 82.79 2.62%
Total 2,011.83 63.76%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
Except Sanjoo Dyeing and Printing Mills Private Limited and Sanjoo Prints Private Limited, none of our top
ten customers for the six months period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal
2023 are either related parties or related to our Company, our Promoters, our Directors or our Subsidiary.
Although we have planned new projects that should diversify our customer base, we expect that we will
continue to be reliant on our top 10 customers for a large portion of our revenue for the foreseeable future. We
typically enter into contracts for supply of industrial gases with our customers for a duration of between 12
months and 10 years. Our agreements with our top ten customers in the six months period ended September 30,
2025, are between two years and seven years. Our agreements with one of these customers agreement is
expiring in Fiscal 2026, four are expiring in Fiscal 2027 and one is expiring in Fiscal 2029, and we do not have
any agreements with four of our top ten customers for the six months ended September 30, 2025 and business
is carried out with them on a purchase order basis. We may not be able to reprocure purchase orders from these
existing customers whose agreements are expiring in the near-term future. We rely on these contracts and
purchase orders to govern the price , volume and other terms of sales for our steam. Our steam prices have two
components: variable cost and fixed cost. If coal prices increase, the variable cost component of the steam
prices goes up and if the coal prices decline, the variable cost component of the steam prices goes down. The
fixed cost component has a reserved escalation year on year which is designed to cover inflation (other than
coal prices). Our customers may terminate their contracts or choose to reduce offtake for a number of reasons
including, but not limited to, breach of agreement and reduction in demand in their end user industries. During
the six months period ended September 30, 2025, and during Fiscal 2025, Fiscal 2024 and Fiscal 2023, there
were 14 instances where customer agreements have been terminated by us or the customer. In the future, if any
of our customers become unable or unwilling to fulfil their contractual obligations to us or if they otherwise
terminate their agreements with us prior to the expiration thereof or not renew agreements with us that are
expiring or not issue purchase orders, our business, results of operations, cash flows and financial condition
could be adversely affected. In new contracts entered after June 30, 2025, we have committed to our customers
a minimum supply of steam. If we are unable to meet this minimum supply for any reason, our customers may
seek to terminate our supply agreements with them and/or seek damages from us for our failure to supply this
minimum level of steam.
Customers that do not have a written agreement with us procure industrial gases from us on an invoice basis
and have no continuing obligation to continue purchasing from us. These customers have no continuing
obligation to purchase steam from us and certain of these customers have chosen not to continue to purchase
industrial gases or coal from us during the six months period ended September 30, 2025 and during Fiscal 2025,
Fiscal 2024 and Fiscal 2023. Accordingly, our business, results of operations, cash flows and financial condition
could be adversely affected if our customers do not continue to purchase industrial gases or coal from us on an
invoice basis.
In the future if one or more of our major customers were to close or move their operations, our business, results
of operations, cash flows and financial condition could be adversely affected.
Furthermore, if the financial condition of one or more of our top 10 customers deteriorates or decide to relocate
or other government policies to which they are currently subject change, demand for the industrial gases
produced by us could be adversely impacted.
38There is no assurance that our customers (in particular our top 10 customers) will continue to source steam or
other industrial gases from us at volumes or rates consistent with, and commensurate to, the amount of business
received from them historically, or at all. We cannot assure you that we will be able to reduce our customer
concentration in the future and the loss of one or more of top 10 customers or a reduction in the amount of
business or a loss of repeat orders by any of them could have an adverse effect on our business, results of
operations, cash flows and financial condition.
3. Our business and profitability are substantially dependent on the availability of coal for our steam production
with purchases of coal contributing 77.97%, 76.19%, 92.01% and 95.91% of our total purchases for the six
months period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively
The primary raw material which we utilize at our facilities is coal. Coal is a commodity and coal prices fluctuate
based on a number of factors, such as, its availability and transportation cost, fluctuations in domestic and
international demand and supply of coal, international production and capacity, fluctuation in the volume of
coal imports, protective trade measures and various social and political factors, in the economies in which the
coal producers sell their products and are sensitive to the trends of particular industries, such as, the
steel and power industries.
The table set forth below provides the cost of coal purchased by us and such cost of coal purchases as a
percentage of our total purchases for the six months period ended September 30, 2025, and for Fiscal 2025,
Fiscal 2024 and Fiscal 2023 respectively.
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
purchases purchases purchases purchases
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
millions) millions) millions) millions)
Cost of coal 1,281.72 77.97% 2,160.50 76.19%
2,001.50 92.01% 2,234.11 95.91%
purchased
We purchase our coal as follows:
• We purchase coal from Indian importers after the coal has cleared Indian customs. These importers
predominantly obtain their coal from Indonesia.
• We also purchase coal on a “high seas’ basis”, which is where we purchase coal still in transit at
sea before it enters Indian customs territory, and after our purchase which we become responsible
for customs clearance.
• We purchase coal directly from overseas suppliers on a cost, insurance and freight basis to India
and are responsible for customs clearance.
The table below sets forth our total purchases from suppliers in India and outside India for the periods indicated.
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
purchases purchases purchases purchases
(₹
(%) (₹ millions) (%) (₹ millions) (%) (₹ millions) (%)
millions)
India 1,643.76 100.00% 2,728.95 96.24% 1,703.89 78.33% 2,064.76 88.64%
Outside India
High seas 0.00 0.00% 106.60 3.76%
359.30 16.52% - -
purchase(1)
Direct import 0.00 0.00% 0.00 0.00% 112.13 5.15% 264.63 11.36%
Total Outside 0.00 0.00% 106.60 3.76%
471.43 21.67% 264.63 11.36%
India
Total 1,643.76 100.00% 2,835.54 100.00% 2,175.32 100.00% 2,329.39 100.00%
(1) Coal purchases on a “high seas basis” or directly from overseas suppliers where we are responsible for customs clearance are
considered purchases outside of India. Coal purchases from Indian importers after the coal has cleared Indian customs are considered
39in India.
Any restriction on the purchase of coal on Indian importers or our Company from Indonesia or other sources
outside India, including as a result of any trade restrictions, sanctions or higher tariffs placed by India on
purchases made from other countries or similar restrictions are placed by the exporting country for supply of
products to India, may impact our sourcing decisions and may lead to increased costs of purchase and shortages
of coal. Any of these restrictions could have a material adverse effect on our business, results of operations,
cash flows and financial condition. If we are unable to import sufficient amounts of coal or find alternative
domestic supplies to fuel our boilers to fulfil our customers’ industrial gas generation requirements or to
otherwise meet our contractual obligations under our customer contracts, our business, results or operations,
cash flows and financial condition could be adversely affected.
Our dependence on the import of coal by Indian importers or by us subjects us to certain risks and uncertainties
which include political and economic instability in the countries in which such supplies and suppliers are
located, disruptions in transportation, currency exchange rates and transport costs amongst others. Although we
have not had any material disruptions to our coal supply chain during the six months period ended September
30, 2025 or during Fiscal 2025, Fiscal 2024 or Fiscal 2023, we are unable to assure you that there will be no
material disruptions to our coal supply chain in the future.
Further, in our coal trading business, the excess coal that we purchase in bulk is sold in the open market. The
table set forth below provides our consolidated revenue from operations from coal trading for the periods
indicated.
Six months period
ended September 30, Fiscal 2025
Fiscal 2024 Fiscal 2023
2025
% of % of % of % of
Business
revenue revenue revenue revenue
₹ millions from ₹ millions from ₹ millions from ₹ millions from
operation operation operation operation
s s s s
Coal 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
trading
We generally sell excess coal in the open market and whatever coal was purchased by us in Fiscal 2024 was
primarily utilized towards in-house consumption. Our coal trading sales increased from ₹ 0.19 million in Fiscal
2024 to ₹762.45 million in Fiscal 2025 primarily due to our Company’s sale of coal in Sachin to Sanjoo Dyeing
following the termination of the leave and license agreement and the cessation of the Company’s operations of
the steam generation facilities owned by Sanjoo Dyeing. Further we have entered into an O&M Agreement
with Sanjoo dyeing on April 1, 2025 for a term of three years. In the six months period, ended September 30,
2025, our coal trading sales were ₹ 670.99 million primarily due to our Company’s sale of coal in Sachin to
Sanjoo Dyeing. Our Company has sold, and expects to continue to sell, coal to Sanjoo Dyeing & Printing Mills
Private Limited at the prevailing market prices and on an arms’length basis.
If we are unable to sell coal in our coal trading business at a profit, we would likely need to consume the coal
in our operations which might adversely impact our operating expenses and profitability.
We generally purchase our coal in rupees. As a result, our expenditures on coal and other raw materials are
predominantly made in Indian Rupees. However, since our Indian importers source their supplies from outside
India, their raw materials imports are generally denominated in foreign currencies, primarily U.S. Dollars.
Accordingly, we have indirect currency exposures relating to buying and selling raw materials imported by our
Indian suppliers in currencies other than in Indian Rupees, particularly the U.S. Dollar. We do not enter into
any hedging activities for our raw materials procurements. We can, therefore, be indirectly affected by
fluctuations in exchange rates among the U.S. Dollar, Indian Rupee and other currencies, as any weakening of
the Indian Rupee against the U.S. Dollar, for example, could cause our expenses to increase. While we are able
to pass on any such cost increases to our customers, our cash outflows may increase, and our profit margins
may be adversely impacted.
4. We have previously entered into related party transactions with Group Companies, which constituted
61.72%, and 70.41% of our revenue from operations in the six months ended September 30, 2025 and Fiscal
2025, respectively. We may continue to enter into related party transactions with Group Companies in the
future.
40We have previously entered into the following related party transactions with Group Companies, which has
been significant to our business. The table below sets forth the total amount of our related party transactions
with Group Companies and such transaction as a percentage of total related party transactions and as a
percentage of our revenue from operations in the ordinary course of business for the periods indicated below.
Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Related party transactions with Group
1,471.62 2,781.79 1,036.66 518.56
Companies in (₹ millions) (A)
Total related party transactions in (
1,488.22 2,796.90 1,101.01 567.49
₹ millions) (B)
Related party transactions with Group
Companies as a percentage of total related 98.88% 99.46% 94.16% 91.38%
party transactions (%) (A/B)
Revenue from operations in ( ₹ millions) (C) 2,384.17 3,951.06 2,917.10 3,155.39
Related party transactions with Group
Companies as a percentage of revenue from 61.72% 70.41% 35.54% 16.43%
operations (%) (A/C)
Our Group Company, Sanjoo Dyeing and Printing Mills Private Limited (“Sanjoo Dyeing”), was one of our
top ten customers in the six months ended September 30, 2025 and in Fiscal 2025 and was one of our top ten
suppliers in the six months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Our Group Company, Sanjoo Prints Private Limited (“Sanjoo Prints”), was one of our top ten customers in
Fiscal 2024 and was one of our top ten suppliers in Fiscal 2024.
For information on all our related party transactions, see “Restated Financial Information – Note 46 – Related
Party Disclosure” on page 466.
Although, all our related party transactions with Group Companies in the six months period ended September
30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 have been carried out on arm’s length basis, we
cannot assure you that our related party transactions with Group Companies in the future will be carried out on
an arm’s length basis and on more favourable terms as compared to unrelated parties. We are likely to continue
to enter into related party transactions with Group Companies in the future. Some of these transactions may
require significant capital outlay and there can be no assurance that we will be able to make a return on these
investments. All related-party transactions that we may enter into will be subject to Audit Committee, Board
or Shareholder approval, as may be required under the Companies Act, 2013 and the SEBI Listing Regulations,
as applicable.
5. We have previously entered into related party transactions, and we may continue to do so in the future.
The table below sets forth the total amount of our related party transactions in the ordinary course of business
for the periods indicated.
Particulars Six months Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
September
30, 2025
Total related party
transactions 1,488.22 2,796.90 1,101.01 567.49
(in ₹ millions) (A)
Revenue from operations
2,384.17 3,951.06 2,917.10 3,155.39
(in ₹ millions) (B)
As a percentage of revenue
62.42% 70.79% 37.74% 17.98%
from operations (%) (A/B)
Although all the related party transactions in the six months period ended September 30, 2025 and in Fiscal
2025, Fiscal 2024 or Fiscal 2023 have been carried out on arm’s length basis, we cannot assure you that any of
our related party transactions will be carried out on an arm’s length basis in the future and on more favourable
terms as compared to unrelated parties. It is likely that we will continue to enter into related party transactions
in the future. Some of these transactions may require significant capital outlay and there can be no assurance
that we will be able to make a return on these investments. While all related-party transactions that we may
41enter into will be subject to Audit Committee, Board or Shareholder approval, as may be required under the
Companies Act, 2013 and the SEBI Listing Regulations, we cannot assure you that such transactions,
individually or in the aggregate, will perform as expected or result in the benefits contemplated.
For information on all our related party transactions, see “Restated Financial Information – Note 46 – Related
Party Disclosures” on page 466.
6. We rely on our top ten suppliers for our material requirements which constituted 91.52%, 75.35%, 76.53%,
and 79.43% of our overall purchases for the six months period ended September 30, 2025, Fiscal 2025,
Fiscal 2024 and Fiscal 2023 respectively. Any increase in the prices, availability and quality of materials or
loss of these suppliers could adversely affect our reputation, business, results from operations, financial
conditions and cash flows.
We are dependent on third party suppliers for meeting our materials requirements for boiler fuel, which
materials include coal, our primary raw material currently used for our boilers, as well as non-fossil fuels such
as plastic waste, textile chindi, agro-waste and refuse-derived fuel. Fuel supply disruptions pose a significant
risk to the efficiency and cost-effectiveness of community boilers. Further, variations in fuel prices or
interruptions in supply can disrupt the system’s performance, leading to increased operational costs. Moreover,
if a boiler system relies on a specific fuel type, it may be exposed to long-term sustainability risks, especially
if that fuel becomes more expensive. Any disruption to the timely and adequate supply of boiler fuel may
adversely impact our business, results of operations, cash flows and financial condition.
We procure these materials from third party suppliers and except Sanjoo Dyeing and Printing Mills Private
Limited and Sanjoo Prints Private Limited, none of our top ten suppliers of raw materials for the six months
period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are either related parties
or related to our Company, our Promoters, our Directors or our Subsidiary.
At present, we do not have any long-term supply contracts or arrangements with any of our suppliers, and we
typically source our requirements based on specific requirements on purchase order basis. Although we have
not had any past instances where the operation of any of our facilities was shut down or delayed due to non-
delivery of coal, any such delays could materially and adversely affect our business, results of operations, cash
flows and financial condition.
The table below sets forth our total purchases from our largest supplier and our top 10 suppliers for the periods
indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
total total total total
purchase purchase purchase purchase
Particulars ₹ million s ₹ million s ₹ million s ₹ million s
Largest
357.93 21.78% 331.64 11.70% 380.24 17.48% 290.94 12.49%
supplier
Top 10
1,504.45 91.52% 2,136.66 75.35% 1,664.74 76.53% 1,850.16 79.43%
suppliers
The tables below set forth our total purchases from our top 10 suppliers in each of the periods indicated.
Six months period ended
September 30, 2025
% of total
Top 10 Suppliers* ₹ million purchases
Maheshwari Logistics Limited 357.93 21.78%
Swastik Poly Prints Private Limited 221.09 13.45%
Saraogi Udyog Private Limited 210.57 12.81%
Supplier 4 178.93 10.89%
Supplier 5 156.15 9.50%
42Six months period ended
September 30, 2025
% of total
Top 10 Suppliers* ₹ million purchases
Sanjoo Dyeing & Printing Mills Private Limited(1) 142.74 8.68%
Ganpati Energy Private Limited 96.64 5.88%
Rawalwasia Textile Industries Private Limited 68.68 4.18%
Supplier 9 43.05 2.62%
Shree Hajarimal Dyeing And Printing Mills Private Limited 28.68 1.74%
Total 1,504.45 91.52%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it are considered related party
transactions.
Fiscal 2025
% of total
Top 10 Suppliers* ₹ million purchases
Maheshwari Logistics Limited 331.64 11.70%
Sanjoo Dyeing & Printing Mills Private Limited(1) 329.08 11.61%
Swastik Poly Prints Private Limited 313.05 11.04%
Rawalwasia Textile Industries Private Limited 211.58 7.46%
Supplier 5 210.32 7.42%
Supplier 6 177.43 6.26%
Saraogi Udyog Private Limited 172.55 6.09%
Ganpati Energy Private Limited 133.04 4.69%
Shree Hajarimal Dyeing And Printing Mills Private Limited 131.17 4.63%
Gandhar Coals & Mines Private Limited 126.79 4.47%
Total 2,136.66 75.35%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it are considered related party
transactions.
Fiscal 2024
% of total
Top 10 Suppliers* ₹ million purchases
Saraogi Udyog Private Limited 380.24 17.48%
Gandhar Coals & Mines Private Limited 290.07 13.33%
Maheswari Logistics Limited 249.87 11.49%
Shree Hajarimal Dyeing and Printing Mills Private Limited 248.30 11.41%
Swastik Polyprints Private Limited 161.18 7.41%
Supplier 6 89.19 4.10%
Sanjoo Dyeing and Printing Mills Private Limited(1) 65.60 3.02%
Rawalwasia Textile Industries Private Limited 64.53 2.97%
Sanjoo Prints Private Limited(1) 58.81 2.70%
Supplier 10 56.96 2.62%
Total 1,664.74 76.53%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited and Sanjoo Prints Private Limited are group companies and our purchases from them
are considered related party transactions.
Top 10 Suppliers* Fiscal 2023
43% of total
₹ million purchases
Maheshwari Logistics Limited 290.94 12.49%
Ganpati Energy Private Limited 255.47 10.97%
Supplier 3 255.34 10.96%
Rawalwasia Textile Industries Private Limited 225.05 9.66%
Supplier 5 215.51 9.25%
Swastik Polyprints Private Limited 192.07 8.25%
Supplier 7 160.54 6.89%
Saraogi Udyog Private Limited 99.87 4.29%
Supplier 9 85.65 3.68%
Sanjoo Dyeing and Printing Mills Private Limited(1) 69.71 2.99%
Total 1,850.16 79.43%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it is considered related party transactions.
In our steam trading business, we purchase steam produced by other steam generating entities and distribute it
to our customers through our pipeline network. If the price of third-party steam increases, we may not be able
to secure customers to purchase this steam which would have an adverse impact on our results of operations.
The quantity of steam we purchase and distribute onwards to our customers in our Dahej facility are subject to
mutually decided quantity on monthly basis.
If our suppliers, in particular our top 10 suppliers discontinue supply to our Company for reasons including due
to commercial disagreements, insolvency of the supplier or supply chain issues, we may be unable to source
our materials from alternative suppliers on similar commercial terms or within a reasonable timeframe which
could, in turn, adversely affect our manufacturing operations and eventually our business, results of operations,
financial conditions and cash flows. In such a scenario, we may also breach contractual terms of delivery which
we have entered into with our customers, which may have an adverse impact on our results of operations,
financial conditions and cash flows.
Further, our coal suppliers impose conditions including minimum order quantity, minimum lead time to
delivery, requirement for advance payments, quotas on supplies, which may require us to maintain higher
inventory levels. We cannot assure you that we will be able to pass on any increase in the cost of materials to
our customers in the event of any fluctuation in cost of materials, which may then lead to a decline in our profit
margins and adversely affect our results of operations.
7. The success of our business depends on the continued demand for steam and industrial gas, and any change
in this demand could materially and adversely affect our business, results of operations, cash flows and
financial condition.
The success of our business depends on the continued demand for industrial gas in India, including the particular
industries, which require industrial gas in their manufacturing. Demand growth for such gas depends primarily
on the capital expenditures of our customers. These capital expenditures of our customers and choices are
typically influenced by such factors as:
• demand for our customers’ products and services, which directly affects their demand for industrial
gas;
• availability and prices for industrial gas;
• the health and economic growth of the overall Indian economy, including in the regions where we
operate;
• requirements of environmental legislation and regulation, including potential requirements applicable
to emissions;
44• impact of potential regional, state, national and/or global requirements to significantly limit or reduce
emissions in the future;
• technological developments; and
• weather conditions and natural disasters, which may temporarily affect a particular region;
Reduced demand or significantly slowed growth in demand could materially and adversely affect our business,
results of operations, cash flows and financial condition.
8. We have in past been in violation of certain material approvals of the Gujarat Pollution Control Board such
as operating a boiler before receiving the final approval from the regulatory authority. In the future, we may
incur increased costs, be subject to penalties, or have our approvals and permits revoked for non-compliance
with the approvals of the Gujarat Pollution Control Board.
We have in past been in violation of certain material approvals of the Gujarat Pollution Control Board
(“GPCB”).
For our Panoli location, the application for Consent to Establish/Operate (CCA) was submitted to the GPCB on
April 19, 2025. The GPCB granted provisional approval on June 3, 2025, which permitted operation of the
boiler subject to certain conditions as outlined in the said provisional order. Accordingly, the boiler operations
commenced on June 5, 2025. The final CCA approval was subsequently received on June 23, 2025. As
operations were commenced only after receipt of the provisional approval, no action was taken by GPCB on
the same and accordingly no penalty was imposed by the GPCB while issuing the final CCA.
With respect to the nitrogen plant, which was our first nitrogen project with a distributed pipeline network, we
did a pilot project on a trial basis to check the commercial feasibility of the nitrogen project. Accordingly,
nitrogen supply to a single customer on trial basis was commenced, and once the project was found to be
feasible, the application for CCA was submitted to the GPCB on May 12, 2025. The provisional approval was
granted on June 20, 2023, and thereafter, operations at full capacity commenced strictly within the conditions
stipulated in the provisional order. The final CCA approval was granted on June 23, 2025. No action was taken
by GPCB on the same and accordingly no penalty was imposed by the GPCB while issuing the CCA.
In the future, we may incur increased costs, be subject to penalties, or have our approvals and permits revoked
for non-compliance with the approvals of the GPCB, and any adverse action by authority in future may
adversely affect our business, results of operations, cash flows and financial condition.
For further information on permits, licenses and approvals that we required to operate our business, see “- We
require various permits, licenses and approvals to operate our businesses, and the failure to obtain or retain
such licenses or approvals in a timely manner or at all may adversely affect our business, results of operations,
cash flows and financial condition” on page 46 and the section entitled “Government and Other Approvals” on
page 546.
9. Our Statutory Auditors have included in their examination report emphasis of matters that were included in
the underlying auditor’s reports on our financial statements for the six months period ended September 30,
2025.
Our statutory auditors have noted the matters of emphasis in their auditor report for the six months period ended
September 30, 2025 as highlighted in the table below.
Reporting Period Reservation, qualification or matter of emphasis
“We draw attention to Note 1(1) of Special Purpose Consolidated
Interim Ind AS Financial Statements which describes the purpose and
basis of preparation of Special Purpose Consolidated Interim Ind AS
Financial Statements and non-inclusion of comparative amounts for the
six months period ended September 30, 2024 and accounting ratio for
Six months period ended September 30,
the six months period ended September 30, 2024. These Special
2025
Purpose Consolidated Interim Ind AS Financial Statements are
prepared by the management and approved by the Board of Directors
of the Company solely for the purpose of preparation of Restated
Financial Information of the Company to be included in Updated Draft
Red Herring Prospectus -I (“UDRHP-I”), Updated Draft Red Herring
45Reporting Period Reservation, qualification or matter of emphasis
Prospectus – II (“UDRHP-II”), Red Herring Prospectus (“RHP”) and
Prospectus (collectively referred to as “Offer Documents”) in
connection with its proposed initial public offering of equity shares of
the Company as required by Sub section (1) of Section 26 of Part 1 of
Chapter II of the Act, Securities and Exchange Boad of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended
from time to time (“SEBI ICDR Regulations”) and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) (“the Guidance
Note”) issued by the ICAI. As a result, the Special Purpose
Consolidated Interim Ind AS Financial Statements may not be suitable
for any other purpose. Our report is addressed to the Board of
Directors of the Company solely for the purpose as specified above and
should not be distributed to or used by other parties. 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 with our prior consent in writing. Our
opinion is not modified in respect of the above matters.”
10. We require various permits, licenses and approvals to operate our businesses, and the failure to obtain or
retain such licenses or approvals in a timely manner or at all may adversely affect our business, results of
operations, cash flows and financial condition.
Our business operations are subject to various laws, the compliance of which is supervised by multiple
regulatory authorities and government bodies in India. In order to conduct our business, we are required to
obtain multiple licenses, approvals, permits and consents. We need to apply for certain approvals, including the
renewal of approvals that expire from time to time, in relation to our facilities, in the ordinary course of our
business. For further information, see “Government and Other Approvals.” We may, in the future, be subjected
to regulatory actions for violations including closure of our facilities, imposition of penalties and other penal
actions against our Company and management, which may have a negative impact on our business, reputation,
results of operations and cash flows. Further, any failure to comply with environmental laws including
Environment protection Act, 1986; The Water (Prevention and Control of Pollution) Act, 1974; The Water
(Prevention and Control of Pollution) Cess Act, 1977; The Air (Prevention and Control of Pollution) Rules,
1982; The Air (Prevention and Control of Pollution) Act; Hazardous and other wastes (Management &
Transboundary Movement) Rules, 2016; Solid Waste Management Rules, 2016; and/or the terms and
conditions of approvals issued under such environmental laws and other regulations governing the operations
including GIDC (General Development Regulations) Act; GIDC (Rent Regulation); MIDC Development
Control Rules; GIDC Drainage and Water Regulation; could also impact our ability to obtain or renew the
approvals with respect to our facilities in a timely manner or at all and may also adversely affect our ability to
operate our units and consequently affect our results of operations.
In addition, our government approvals and licenses are subject to numerous conditions, some of which are
onerous and include requirements to submit an application for amending any existing approvals. We operate a
highly regulated industry and some of our clearances and approvals are yet to be obtained. The clearances and
approvals that are yet to be received may not come in a timely manner. If we are unable to comply with any or
all of their applicable terms and conditions or seek waivers or extensions of time for complying with such terms
and conditions, and we cannot assure you that these would not be suspended or revoked in the event of non-
compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory
action and our operations may be interrupted and penalties may be imposed on us by the relevant authorities.
Further, a majority of these approvals and licenses are subject to ongoing inspection and compliance
requirements and are valid only for a fixed period of time subject to renewals. We may need to apply for
additional approvals in the future, including renewal of approvals that may expire from time to time. If we fail
to renew, obtain or retain any of such approvals, in a timely manner or at all our business, results of operations,
cash flows and financial condition may be adversely affected.
We have in past been in violation of certain material approvals such as operating a boiler before receiving the
final approval from the regulatory authority. We have also received closure notice from state pollution control
board for some of our units. Further, we have applied for certain material approvals that we have not received
as of the date of this Updated Draft Red Herring Prospectus – I.
46In particular, our boiler licenses in Vapi for Vapi WTE unit have expired on November 27, 2025. Application
to the Regional Officer was made, dated November 25, 2025, to obtain boiler certificate for Plot 1801/P/1, Dist.
1, Phase 3, GIDC, Vapi, Gujarat 396195.Inspection for the licenses and boiler have been completed, and we
are awaiting the renewed licences. For further information, see “Government and Other Approvals” on page
546. Any non-renewal of such license in the future could adversely affect our business, results of operations,
cash flows and financial condition.
In the future, we may incur increased costs, be subject to penalties, or have our approvals and permits revoked
for non-compliance with the applicable laws and conditions attached to our approvals and permissions. The
penalties for non-compliance can be severe, including imposition of fines. For details of litigation and
government actions against us in relation to such approvals and permissions, please see “Outstanding Litigation
and Other Material Developments” on page 540. Any such occurrence in the future could adversely affect
our business, results of operations, cash flows and financial condition.
11. We rely on securing rights of usage to lay and maintain our pipeline that connects our facilities to our
customers. If our rights of usage expire and are not renewed, our business, results of operations, cash flows
and financial condition may be adversely affected.
We rely on securing rights of usage to lay and operate our pipelines that connect our facilities to our customers.
Our rights of usage usually have a validity of ten years from the date of the orders granting such rights of usage.
Although we have not had any instances in the past, our rights of usage could be terminated before the expiry
of their term if we fail to comply with the terms of the particular deed granting the rights of usage In such event,
we may not be able to connect customers by pipeline to our facilities in respect of such terminated rights of
usage and, accordingly, our business, results of operations, cash flows and financial condition may be adversely
affected.
Although we have not had any instances in the past, if our rights of usage expire and are not renewed by the
relevant authority, we may not be able to connect customers by pipeline to our facilities in respect of such
expired rights of usage and, accordingly, our business, results of operations, cash flows and financial condition
may be adversely affected.
12. Our Promoters, Directors, Key Managerial Personnel and members of Senior Management are interested in
our Company other than reimbursement of expenses or normal remuneration or benefits which may result
in a conflict of interest with us. We cannot assure you that our Promoters, Directors, Key Managerial
Personnel and members of Senior Management will exercise their rights for the benefit, or in the best
interests of our Company.
Our Promoters, some of our Directors, Key Managerial Personnel and Senior Management may be regarded as
having an interest in us other than reimbursement of expenses incurred and normal remuneration or benefits.
In addition, our Promoters have an interest in our Group Companies.
Our Group Company, Sanjoo Dyeing, was one of our top ten customers in the six months ended September 30,
2025 and in Fiscal 2025 and was one of our top ten suppliers in the six months period ended September 30,
2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023. Our Group Company, Sanjoo Prints, was one of our top
ten customers in Fiscal 2024 and was one of our top ten suppliers in Fiscal 2024.
We have received a license to operate as a Non-Scheduled Operator from the Directorate General of Civil
Aviation (“DGCA”) on October 21, 2025, which is valid until October 20, 2030. As a process and in
anticipation for the approval of this license, we entered into a lease agreement with Sanjoo Dyeing Inc., a US
subsidiary of our Group Company, to charter one six-seater single engine aircraft at an annualized lease rental
of US$240,000 per annum from the date of receipt of the license. In addition to the above, our Company will
be responsible for all operation expenses including fuel costs, maintenance, crew costs, insurance, parking
charges and landing charges at respective airports.
We in past had utilized the facilities in Sachin from our group company, Sanjoo Dyeing on a rental basis, in
Fiscal 2023 and Fiscal 2024. See also, “- We operate our facilities in Sachin on an operation and maintenance
(O&M) basis. If the asset owner terminates or limits our rights to produce steam at these locations, our
business, results of operations, cash flows and financial condition may be adversely affected. We also have
been in non-compliance with certain subletting rules of Gujarat Industrial Development Corporation in
connection with our Sachin facilities” on page 50.
47For further information, see “Restated Financial Information – Note 46 – Related Party Disclosures” on page
466. Our Promoter, Directors, and certain Key Managerial Personnel and members of Senior Management may
be deemed to be interested to the extent of Equity Shares held by them as well. We cannot assure you that our
Promoters, Directors, Key Managerial Personnel and members of Senior Management will exercise their rights
for the benefit, or in the best interests of our Company. For further details, see “Our Management” and “Capital
Structure – Details of Equity Shares held by the members of Promoter Group, Directors, Key Managerial
Personnel and members of Senior Management” on pages 346 and 122, respectively.
13. There are outstanding legal proceedings against our Company and any adverse decision in such proceedings
may render us/them liable to liabilities/penalties and may adversely affect our business, results of operations,
cash flows and financial condition.
Certain legal proceedings involving our Company are pending at different levels of adjudication before various
courts, tribunals and authorities. In the event of adverse rulings in these proceedings or consequent levy of
penalties, we may need to make payments or make provisions for future payments, and which may increase
expenses and current or contingent liabilities.
A summary of outstanding litigation proceedings involving our Company, Promoter, Directors KMPs and
Senior Management as disclosed in “Outstanding Litigation and Material Developments” on page 540 in terms
of the SEBI ICDR Regulations as at the date of this Updated Draft Red Herring Prospectus – I is provided
below.
Name of Criminal Tax Statutory or Disciplinary Material Aggregate
Entity/Individual(1) Proceedings Proceedings Regulatory actions by civil amount
actions SEBI or litigation involved*
Stock (₹ in
Exchanges million)
against our
Promoters
in the last
five
financial
years
Company
By our Company 1 N.A. N.A. N.A. Nil 0.90
Against our Nil 3 3 N.A. 1 52.68
Company
Directors (Other than our Promoters)
By our Directors Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Directors
Promoters
By our Promoters Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil Nil Nil Nil
Promoters
Key Managerial Personnel and members of Senior Management (excluding our Chairman and Managing
Director and Executive Directors)
By our Key Nil - N.A. N.A. - Nil
Managerial
Personnel and
members of Senior
Management
Against our Key Nil - Nil N.A. - Nil
Managerial
Personnel and
members of Senior
Management
Subsidiary
By our Subsidiary Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Subsidiary
*To the extent quantifiable.
48For further information, see “Outstanding Litigation and Material Developments” on page 540.
We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no
(additional) liability will arise out of these proceedings. We are in the process of litigating these matters. Any
such proceedings could divert management time and attention and consume financial resources in their defence.
In addition, we could also be adversely affected by complaints, claims or legal actions brought by persons,
before various forums such as courts, tribunals, consumer forums or sector-specific or other regulatory
authorities in the ordinary course or otherwise, in relation to our products, our technology, our branding or our
policies or any other acts/omissions. Further, we may be subject to legal action by our employees and/or ex-
employees in relation to alleged grievances such as termination of their employment with us. There can be no
assurance that such complaints or claims will not result in investigations, enquiries or legal actions by any
courts, tribunals or regulatory authorities against us.
14. Our Company received orders from the Office of the Superintendent of Stamps, Gujarat in relation to a past
amalgamation, which resulted in the requirement to pay stamp duty of approximately ₹8.25 million and
₹27.52 million in penalties.
Our Company undertook a Scheme of Arrangement in the nature of amalgamation under Section 233 of the
Companies Act, 2013, involving the merger of its wholly-owned subsidiaries, namely Nandesari Eco Energy
Limited, Sarigam Eco Energy Limited, and Vapi Eco Energy Limited, with our Company (Steamhouse India
Limited). The said scheme was duly approved by the Regional Director, North-Western Region, Ministry of
Corporate Affairs, vide order dated August 5, 2022.
We have received two orders from the Office of the Superintendent of Stamps and Registration, Gandhinagar,
under Section 39(1)(b) of the Gujarat Stamp Act, 1958. Both orders relate to payment of stamp duty on past
amalgamation schemes undertaken by the Company.
Order 1 -
This order, dated October 15, 2025, pertains to the merger of three wholly-owned subsidiaries into Steamhouse
India Limited, namely:
• Nandesari Eco Energy Limited.
• Sarigam Eco Energy Limited.
• Vapi Eco Energy Limited.
This scheme was approved by the Regional Director, Ahmedabad, on 5th August 2022.
The Stamp Office has reviewed the documents and concluded that immovable properties (land, buildings, and
plant & machinery) were transferred to the Company through this merger. Hence, stamp duty is applicable.
Based on the value of these assets, the following stamp duties and penalties have been assessed:
• Nandesari: ₹300 (no property involved) and a penalty of ₹351 for a total ₹651.
• Sarigam: ₹11,24,235 and a penalty of ₹13,15,355 for a total of ₹24,39,590.
• Vapi: ₹26,75,779 and a penalty of ₹31,30,661 for a total of ₹58,06,440.
• Total Duty Claimed: ₹38,00,314 and a total penalty of ₹44,46,367.
The amount of stamp duty and penalties are due within 90 days of the date of this first order , and the Company
may exercise its option to appeal the order.
Order 2 -
This second order, dated October 15, 2025, relates to documents (lease deeds and allotment letters)for several
properties including GIDC plots and buildings in Vapi and Nandesari, where stamp duty is now being assessed.
• Total stamp duty: ₹44,09,343 and a penalty of ₹2,31,14, 256 for a total of ₹2,75,23,599.
• These notices allege that stamp duty is payable due to transfer of immovable properties under past merger
schemes.
49The amount of stamp duty and penalties are due within 90 days of the date of this second order , and the
Company may exercise its option to appeal the order.
If we are unsuccessful in any appeal on the order, then such orders may adversely affect our business, results
of operations, cash flows and financial condition.
15. Our contingent liabilities could materially and adversely affect our business, results of operations, cash flows
and financial condition.
The following table sets forth certain information relating to our contingent liabilities and claims against us, to the
extent not provided for, as at September 30, 2025 derived from the Restated Financial Information are set forth
below:
(₹ in million)
Particulars As at September
30, 2025
Contingent Liabilities
GST -
Litigation under income tax 0.01
Order of Superintendent of Stamps 35.77
Bank Guarantee 72.47
Total Contingent Liabilities 108.25
Capital Commitments
Estimated amount of contracts remaining to be executed for purchase of property, plant & equipments 916.00
and not provided for
Total Capital Commitments 916.00
For details, see “Financial Statements – Notes forming part of the Restated Financial Information – Note 28 –
Contingent liabilities and Capital Commitments” on page 451.
Most of the liabilities have been incurred in the normal course of business. If these contingent liabilities were to
fully materialize or materialize at a level higher than we expect, our business, results of operations, cash flows and
financial condition may be materially and adversely affected. Further, we cannot assure you that we will not incur
similar or increased levels of contingent liabilities or commitments in the future.
16. We operate our facilities in Sachin, Surat (Gujarat) on an operation and maintenance (O&M) basis. If the
asset owner terminates or limits our rights to produce steam at these locations, our business, results of
operations, cash flows and financial condition may be adversely affected. We also had been in non-
compliance with certain subletting rules of Gujarat Industrial Development Corporation in connection with
our Sachin facilities.
We operate our facilities in Sachin, Surat (Gujarat) in the industrial area managed by the Gujarat Industrial
Development Corporation (“GIDC”) on operation and maintenance (O&M) basis with our group company,
Sanjoo Dyeing and Printing Mills Private Limited (“Sanjoo Dyeing”). If the asset owner terminates or limits
our rights to produce steam at these locations, our business, results of operations, cash flows and financial
condition may be adversely affected. Further, the O&M agreement entered with Sanjoo Dyeing is for three
years with effect from April 1, 2025. If the term of this agreement is not extended by mutual consent our
business, results of operations, cash flows and financial condition may be adversely affected. In addition, we
have previously been in non-compliance with certain GIDC subletting rules concerning our right-of-use
arrangement at Plot No. 8108/1, Sachin. This plot, which was initially the registered office of our Company, is
owned by our group company, Sanjoo Dyeing. The premises were taken on rent by our Company without
obtaining prior subletting permission from GIDC, as required under applicable regulations. Subsequently,
between Fiscal 2022 and Fiscal 2024, we entered into a formal leave and license agreement with Sanjoo Dyeing,
without obtaining the requisite subletting permission from the GIDC, which resulted in non-compliance with
its subletting rules. We have voluntarily disclosed this non-compliance to GIDC via our letter dated July 23,
2024, outlining the historical arrangement and associated deviations. GIDC took cognizance of the disclosure
and imposed a penalty on Sanjoo Dyeing for the non-compliance relating to the use of the premises as a
registered office and under the leave and license arrangement.
50In Fiscal 2022, we supplied steam to customers by sourcing it from Sanjoo Dyeing, although the right of use
permission remained in Sanjoo Dyeing’s name. However, no penalty was imposed for the steam distribution in
Fiscal 2022 as GIDC had, by order dated December 28, 2023, transferred the right of use permission to our
Company, thereby regularizing the arrangement retrospectively.
17. We face risks and uncertainties when developing our steam and industrial gas projects, which may result in
time delays and cost overruns, which could materially and adversely affect our business strategy of expansion
and our business, results of operations, cash flows and financial condition.
The development and construction of our steam and industrial gas projects involve numerous risks and
uncertainties and require extensive research, planning and due diligence. We are planning new community
industrial gas facilities: Nandesari (Phase 2), Jhagadia, Vapi (Phase 3), Dahej SEZ, Ankleshwar (Phase 3),
Pirana (Ahmedabad), Panoli (Phase 2) and Tarapur. Among these planned facilities of Nandesari (Phase 2),
Vapi (Phase 3) and Pirana (Ahmedabad) are expected to use non-fossil fuel for generation of steam.
The table below sets forth details of our community boiler facilities that are currently under planning.
Plant capacity Means of Funding
Location Fuel type
(in TPH)
Nandesari (Phase 2) 30 MSW, RDF and agro-waste Debt funded
Jhagadia 30 Coal Lease
Vapi (Phase 3) 30 MSW, RDF and agro-waste Debt funded
Dahej SEZ 30 Coal Net Proceeds from the Offer
Ankleshwar (Phase 3) 60 Coal Net Proceeds from the Offer
₹ 347.50 million subsidy from
Ahmedabad Municipal
Pirana (Ahmedabad) 30 MSW, RDF and agro-waste
Corporation and Debt, subject to
terms and conditions
Panoli (Phase 2) 60 Coal Net Proceeds from the Offer
Tarapur 60 Coal Internal accruals and/or debt
As part of a new steam or industrial gas project, we may be required to incur capital expenditure for land and
buildings, regulatory approvals, construction and engineering, machine and equipment (including boilers), legal
matters and other matters. Success in developing a project depends on many factors, including:
• accurately assessing resources availability at levels deemed acceptable for project development and
operations and the demand for steam and industrial gas by our customers;
• fluctuations in the cost and availability of raw materials and purchased components;
• receiving critical components and equipment (that meet our design specifications) on schedule and on
acceptable commercial terms;
• securing necessary project approvals, licenses and permits in a timely manner;
• securing appropriate land and pipeline space, with satisfactory use permits, on reasonable terms;
• availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid
or to transmit energy;
• obtaining financing on competitive terms;
• completing construction on schedule without any unforeseeable delays; and
• entering steam purchase agreements with customers that will buy steam on acceptable terms.
There may be delays or unexpected difficulties in completing our projects because of these or other factors.
The table below sets forth details on the time and cost overrun that have occurred in our projects in the six
months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023.
51Project* Banks Scheduled Actual Reason Sanction Actual cost in
commercial commercial cost in ₹ million incurred
operational operation ₹ till date of
date as per date million commercialization
sanction of project
Due to delay in
security creation
we were not able
Axis September to avail the loan
Nandesari Phase 1 Finance March 2023 2023 on the date 150.00 358.90
expected and
plant
commissioning
was delayed.
HDFC October March 2024 In Dahej we sell
Bank 2023 steam purchased
from our
supplier.
Although our
pipeline network
Axis March 2024 was ready for
Dahej 150.00 105.80
Finance March 2023 use, our supplier
was not able to
supply steam to
us and we were
not able to start
revenue
generation.
HDFC October June 2025 Due to delay in
Bank 2023 security creation
we were not able
to avail the loan
Panoli Axis March 2023 June 2025 on the date 230.00 343.70
Finance expected and
plant
commissioning
was delayed.
*The scheduled implementation date for Nandesari Phase 2 project was September 30, 2025, for which we have taken loan from Yes Bank
Limited and the Company is intending to complete the project in Calendar Year 2026.
In the future if we are unable to adhere to project timelines for reasons other than as specifically contemplated
in steam purchase agreements, we could face monetary penalties. Further, if we experience such problems, our
business, results of operations, cash flows and financial condition could be materially and adversely affected.
We intend to use the net proceeds from the Fresh Issue to set up certain facilities, see “Objects of the Offer” on
page 133. Also see, “- The Objects of the Offer include orders for equipment and machinery which have not
yet been placed. Further, we are yet to place orders for capital expenditures. In the event of any delay in
placement of such orders, the proposed schedule of implementation and deployment of the Net Proceeds may
be extended or may vary” on page 72.
Any disruption in our ability to commission and develop new facilities will impair our business strategy and
may adversely affect our future business, results of operations, cash flows and financial condition.
18. Our steam generation and distribution plants and our nitrogen plant are concentrated in Gujarat, India and
our raw materials (including fuel sources other than coal) are sourced from suppliers located in the State of
Gujarat. Any significant social, political, economic or seasonal disruption, natural calamities or civil
disruptions in the Gujarat area could have an adverse effect on our business, results of operations, cash
flows and financial condition.
We currently own 6 community boilers and have 1 boiler on lease and operate seven community steam boilers
in Gujarat through which we generate and distribute steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar
Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari and Panoli. We also we distribute steam that we purchase in
Dahej GIDC and Sachin GIDC. We also have one nitrogen generation and distribution facility, which is located
in Ankleshwar. Further, we have additional capacity expansion planned in the State of Gujarat as part of our
52strategy. In addition, our raw materials (including fuel sources other than coal such as plastic waste textile
chindi, agro waste, RDF) are sourced from suppliers in the state of Gujarat. Our steam generation and nitrogen
plants’ operations are susceptible to local and regional factors, such as economic and weather conditions,
natural disasters, political, demographic and population changes, adverse regulatory developments civil unrest
and other unforeseen events and circumstances. Such disruptions at our facilities or inability of our suppliers
to cater to our requirements due to such circumstances could result in the damage or destruction of one or more
of our manufacturing capabilities, significant delays in shipments of our products or raw materials and/or
otherwise materially adversely affect our business, financial condition and results of operations. The occurrence
of any of these events could require us to incur significant capital expenditure or change our business structure
or strategy, which could have an adverse effect on our business, results of operations, future cash flows and
financial condition. While we have not faced any such disruptions in the past, we cannot assure you that there
will not be any significant developments in these regions in the future that may adversely affect our business,
results of operations, cash flows and financial condition.
19. Ambika Agarwal, a relative of our Promoter, is deemed to be a part of our Promoter Group. Our Company has
approached Ambika Agarwal for certain details and confirmations, including details of entities forming part
of Ambika Agarwal’s extended Promoter Group in terms of the SEBI ICDR Regulations (“Connected
Entities”). We cannot assure you that complete disclosures relating to Ambika Agarwal and her Connected
Entities are included in this Updated Draft Red Herring Prospectus – I, as we have sourced this information
from publicly available sources.
Ambika Agarwal, a relative of our Promoter, is deemed to be a part of our Promoter Group. Our Company had
sought information, confirmations and undertakings from Ambika Agarwal, however, Ambika Agarwal refused
to provide the requisite information (including details of her Connected Entities) in spite of repeated reminders,
citing that she has no association with our Company. Accordingly, due to factors beyond our control, our Company
is unable to obtain relevant confirmations and undertakings from Ambika Agarwal and her Connected Entities in
connection with the Offer.
We had sought exemption by way an application dated August 8, 2025 under Regulation 300(l)(c) of the SEBI
ICDR Regulations from with respect to certain disclosures required from Ambika Agarwal and her connected
entities by way of an exemption application dated August 8, 2025. In response of which SEBI has pursuant to its
letter dated October 6, 2025 bearing reference number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/25967/1 (“SEBI
Letter”) not acceded the exemption pursuant to the SEBI Letter, SEBI has advised us to disclose, among others,
our inability to obtain information about entities belonging to Ambika Agarwal in the offer document, and to make
all the applicable disclosures based on the information available in the public domain in the offer documents.
Further, the Company has disclosed information and confirmations in this Updated Draft Red Herring Prospectus
– I in relation to Ambika Agarwal and her Connected Entities, as required under the SEBI ICDR Regulations, as
members of the Promoter Group of the Company from the publicly available information published on: (i) the
Ministry of Corporate Affairs’ website; (ii) the “Credit Information Bureau (India) Limited” website; (iii) the
“Watchout Investors” website; (iv) Fugitive Economic Offenders; (v) NCLT website; (vi) SEBI website and the
(vii) website of Income Tax Tribunal. Based on these aforementioned searches, we do not believe that Ambika
Agarwal is debarred from accessing the capital markets by SEBI. In light of the above, we cannot assure you that
all relevant and/or complete disclosures pertaining to Ambika Agarwal and her Connected Entities are included
in our offer documents and this Updated Draft Red Herring Prospectus – I.
In view of non-receipt of the relevant confirmations and undertakings by Ambika Agarwal and her connected
entities, in order to comply with the disclosure requirements specified under the SEBI ICDR Regulations, our
Company has disclosed such details pertaining to Ambika Agarwal and her connected entities, in this Updated
Draft Red Herring Prospectus - I, only to the extent such information is publicly available from the websites of
certain government authorities and other public databases.
20. Our promoters and management have no experience in operations and management of aircraft services.
We have received a license to operate as a Non-Scheduled Operator from the DGCA on October 21, 2025,
which is valid until October 20, 2030. As a process and in anticipation for the approval of this license, we
entered into a lease agreement with Sanjoo Dyeing Inc., a US subsidiary of our Group Company, to charter one
six-seater single engine aircraft at an annualized lease rental of US$240,000 per annum from the date of receipt
of the license. In addition to the above, our Company will be responsible for all operation expenses including
fuel costs, maintenance, crew costs, insurance, parking charges and landing charges at respective airports.
53Our Company, promoters and management have no experience in managing aircraft operations and
maintenance. Further, DGCA requires all permit holders to adhere to certain conditions which are significantly
different to what we are used to in our principal business of generation and distribution of industrial gases. Any
inability to successfully manage such aircraft operations and meet regulatory requirements, may lead to
regulatory actions including monetary penalties, cancelation of permit and litigations being initiated against our
Company, our Promoters, our board of director or members of our management any of which will lead to our
business and results of operations may be adversely affected.
Our management will need to devote significant time and resources to understand this business and we cannot
assure you that it will not adversely impact their focus and ability to contribute to our primary business of
generation and distribution of industrial gases which may adversely impact our business and results of
operations.
21. Any shutdowns or maintenance issues with respect to our industrial gas generation facilities could adversely
affect our business, results of operations, cash flows and financial condition.
Our business model is premised upon the effective production, transmission and distribution of industrial gases
from our large-scale centralized industrial gas generation facilities. Any accidents at our facilities or any
emission or leakage from our facilities, including our boilers and pipelines, could lead to personal injury,
property damage, production loss, adverse publicity and legal claims. Any of these developments could result
in us having to shut down all or a portion of a project for a length of time. Such events could materially and
adversely impact our generating capacity. Although there had been no incidents in the six months period ended
September 30, 2025 or in Fiscal 2025, Fiscal 2024 or Fiscal 2023, if any shutdowns continue for extended
periods, our customers may be entitled to terminate their agreements with us and our reputation may be
damaged, which could in turn adversely affect our business, results of operations, cash flows and financial
condition.
Moreover, we may face the risk of mechanical problems and our facilities not operating as we expect. Over
time, boilers naturally experience wear and tear, which necessitates regular repairs to keep them functioning
efficiently. As the infrastructure ages, the cost of maintaining or replacing these systems can become
significant, requiring ongoing attention and investment.
The table set forth below provides our repair and maintenance expenses and such repair and maintenance
expenses as a percentage of our total expenses for the six months period ended September 30, 2025, and for
Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
Six months period
ended September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
expenses expenses expenses expenses
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
millions) millions) millions) millions)
Repair and
maintenance 16.69 0.75% 28.84 0.80%
52.73 2.11% 29.01 1.06%
expenses
The longer the system is in operation, the more frequent and costly repairs may become. As our boiler systems
may become less efficient over time, the amount of fuel required to keep them operational may rise, which
could impact our costs of operation. Additionally, many of our larger boiler systems require specialized
technicians for maintenance and repairs, which could further increase service expenses. Although we have not
faced unexpected mechanical or repair issues out of the ordinary course in the six months period ended
September 30, 2025 or in Fiscal 2025, Fiscal 2024 or Fiscal 2023, unexpected or increase mechanical, repair or
maintenance costs could adversely affect our business, revenue from operations, cash flows and financial
condition. See also, “- If we do not continue to invest in new technologies, boilers and equipment, our boilers
and other equipment may become obsolete and our production costs may increase relative to our competitors,
which may have an adverse impact on our business, results of operations, cash flows and financial condition”
on page 60.
22. We have capital expenditure and working capital requirements and we may require additional financing to
meet those requirements, which could have an adverse effect on our business, results of operations, cash
54flows and financial condition.
We require significant capital to operate and expand our steam generation facilities. Our historical capital
expenditure has been and is expected to be primarily used towards development and enhancement of production
capacities. Historically, we have funded our capital expenditure requirements through a combination of internal
accruals and external borrowings.
During the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023, we
incurred capital expenditure (defined as acquisition of property, plant & equipment, capital-work-in-progress
and intangible assets) on a restated basis of ₹493.67 million, ₹1,055.36 million, ₹850.52 million and ₹722.92
million, respectively.
As part of our strategy, we intend to expand our capacities in India. See “Our Business- Our Strategies ” on page
292. There can be no assurance that our expansion plans will be implemented as planned or on schedule, or that
we will achieve our increased planned output capacity or operational efficiency. Further, to the extent that we are
not able to attract sufficient customer interest to our new facilities or our planned expansion does not produce
anticipated or desired revenue or margins, our business, results of operations, cash flows and financial condition
would be adversely affected.
Furthermore, we require a working capital to maintain our coal inventory and waste materials for generation of
industrial gas.
The table below sets forth our net working capital and net working capital days as at the dates indicated.
Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September 30,
2025*
Amount As Amount As Amount As Amount As
(₹ number (₹ number (₹ number (₹ number
million) of days million) of days million) of days million) of days
of of of of
revenue revenue revenue revenue
from from from from
operatio operatio operatio operatio
ns ns ns ns
Inventories (I) 309.16 24 461.02 43 462.27 58 83.18 10
Trade 414.88 32 302.47 28 230.24 29 191.95 22
Receivables (II)
Other Financial 294.04 23 308.01 28 305.10 38 184.93 21
and current
assets (excluding
cash and cash
equivalents and
current
investments)
(III)
Trade payables 1,072.01 82 780.36 72 364.16 46 217.15 25
(IV)
Other financial 525.26 40 480.70 44 374.09 47 339.24 39
and current
liabilities
(excluding
current
borrowings) (V)
Net Working (579.19) (44) (189.56) (18) 259 32 (96) (11)
Capital*** (VI
= I + II + III –
IV – V)
*The number of days for the six months period ended September 30, 2025 are not comparable to Fiscal 2025, Fiscal 2024
and Fiscal 2023.
** The number of days for the six months period ended September 30, 2025 are not comparable to Fiscal 2025, Fiscal
2024 and Fiscal 2023.
55***Net Working Capital is computed as net current assets less net current liabilities, where net current assets represent
total current assets excluding investments and cash & cash equivalents, and net current liabilities represent total current
liabilities excluding current borrowings.
Our working capital requirements may increase if payment terms in our customer agreements lead to reduced
advance payments from our customers or longer payment schedules. We may need to raise additional capital
from time to time to meet these requirements and an inability to do so on terms acceptable to us could adversely
affect our business, results of operations, cash flows and financial condition. In view of our planned expansion
and the addition of new facilities in the future, we expect our working capital requirements to increase going
forward.
Our sources of additional financing, where required to meet our capital expenditure plans or working capital
requirements, may include the incurrence of debt or the issue of equity or debt securities or a combination of both.
If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations
will increase and could have a significant effect on our profitability and cash flows. We also may be subject to
additional covenants in the agreements evidencing the debt, which could limit our ability to access cash flows
from operations. Any issuance of equity upon conversion of debt, on the other hand, would result in a dilution of
your shareholding. For details in relation to the terms of our existing financing arrangements, see “Financial
Indebtedness” on page 537.
Moreover, our ability to obtain external financing is subject to several uncertainties, including:
• our future results of operations, financial condition and cash flows
• our credit history and credit ratings;
• the prevailing exchange rate of Indian rupee against major currencies;
• the continued confidence of banks, financial institutions and debt capital investors in us and the energy
industry in India;
• the interest rate environment in India and internationally;
• the general condition of global equity and debt capital markets;
• economic, political and other conditions in the regions where we operate; and
• our ability to comply with any financial covenants under our debt financing.
Failure to obtain additional financing on acceptable terms and in a timely manner could adversely affect our
business, results of operations, cash flows and financial condition.
23. We may not recover our capital investments or achieve profitability if our customers minimize their offtake
of steam or other industrial gases.
We offer industrial gases to our customers as a flexible solution where our customers pay us as per their
consumption or contractual obligation (whichever is higher). Our customers can control their consumption
through valves at their site. When a customer does not require steam or gas, the valve can be turned off by the
customer.
We typically enter into contracts with our customers for supply of industrial gases for a duration of between 12
months and 10 years. While we rely on these contracts to govern the price and steam quantity obligations in
our contracts , our customers may terminate their contracts or choose to reduce offtake for multiple reasons
including, but not limited to, breach of agreement and reduction in demand in their end user industries.
Customers that do not have a written agreement with us procure industrial gases from us on an invoice basis
and have no continuing obligation to continue purchasing from us. Under many of our customer supply
agreements, the customer is required to commit to a minimum consumption level, failing which charges towards
deficit consumption may be recovered by us. While we may have a minimum offtake requirement in our
customer contracts, we may choose to not enforce such provisions in light of long-term customer relationships.
In respect of customers supply contracts that we have entered and/or proposing to enter after June 30, 2025, we
have tried to negotiate and/or will negotiate with customers to agree to a minimum consumption amount in our
customer agreements with themIn addition, in these customer supply contracts entered after June 30, 2025, we
have committed to our customers a minimum supply of steam If we are unable to meet this minimum supply
for any reason, we will be required to compensate for the deficient supply done by us.
56The profitability of a facility is impacted by the aggregate offtake of steam or other industrial gasses by our
customers. As our community industrial gas generation and distribution systems require significant upfront
investments, we may not recover our investments or achieve profitability if customers minimize their offtake
of steam or gas using our plug and play technology.
24. Community boiler like ours may face threats that impact their operation and long term sustainability and
industry challenges including demand fluctuations, difficulty in capacity planning and scalability issues.
These threats and challenges if not properly addressed could adversely affect our business, results of
operations, cash flows and financial condition.
Community boilers like ours face a number of industry challenges including demand fluctuations, difficult
capacity planning and scalability issues. These challenges if not properly addressed could adversely affect our
business, results of operations, cash flows and financial condition.
In the industrial sector, community boilers face challenges due to fluctuating heating demand. Seasonal
changes, changes in production schedules, and unpredictable weather can cause significant variations in energy
consumption. Although our customer agreements require our customers to purchase a minimum amount of
steam, during periods of low demand, our boilers may need to operate at less-than-optimal efficiency, leading
to increased fuel consumption and wear. Conversely, high demand periods may cause the system to overload,
potentially resulting in equipment failure or reduced lifespan. Although we have had no incidents of system
overload in the six months period ended September 30, 2025 or in Fiscal 2025, Fiscal 2024 or Fiscal 2023, any
such future system overloads could reduce our profitability.
Effective capacity planning for community boilers involves anticipating both current and future needs of our
customers, which can be challenging in industries with variable production levels or growth plans. For example,
the textile industry has varying demand cycles and during a down-cycle will have very reduced demand for
steam. Properly sizing the system from the beginning is critical to minimizing unnecessary expenses and
ensuring the boiler’s long-term reliability. An undersized boiler may struggle to meet peak heating or hot water
demands, causing operational disruptions and extended downtime. On the other hand, an oversized system
consumes more energy than necessary, resulting in inefficiencies and higher operational costs. Although we
carefully plan our community boilers to optimise capacity, if we do not effectively plan our business, results of
operations, cash flows and financial condition could be adversely affected.
We build our community boiler facilities to be scalable. However, as demand for our operations grow, the
scalability of community boiler systems may become a challenge. Expanding the system to accommodate more
buildings or higher energy demand is often complex and costly, particularly in industries located in densely
built environments or areas with limited space for infrastructure upgrades. The need to integrate new systems
with existing ones further complicates the process, requiring sophisticated planning and design. Scalability
issues also involve ensuring that any expansion meets future energy needs without overburdening the system,
all while maintaining efficiency and minimizing disruption to daily operations during the upgrade process.
Although we have not faced scalability issues in the six months period ended September 30, 2025 or in Fiscal
2025, Fiscal 2024 or Fiscal 2023, our inability to meet demand growth at our existing and planned community
boiler facilities could adversely affect our business, revenue from operations, profitability and prospects.
25. Our steam and industrial gas facilities are dependent on government policy and support and changes in such
policy and support or the adoption of new restrictions on steam and industrial gas market could materially
impact our operations. Further, as coal is still our primary fuel source, the imposition of extra duties being
levied on coal, additional restrictions, regulations or tariffs on the import of coal or the restrictions on coal’s
use for community boiler facilities could materially impact our operations.
The development and profitability of steam and industrial gas facilities in the locations in which we operate are
dependent on policy and regulatory frameworks that support such developments. Changes in policies could
lead to a significant reduction in or a discontinuation of the support for steam and industrial gas facilities in
such locations. Without such support, our facilities might not be commercially viable in such locations. In
addition, further restrictions on the steam and industrial gas business may add compliance costs to our business
or impose restrictions on our operations that could materially impact our business, results of operations, cash
flows and financial condition.
Further, as coal is still our primary fuel source, any regulations which push for cleaner and environmentally
friendly alternatives to coal fired boilers may adversely could materially impact our operations. In addition,
57the imposition of extra duties being levied on coal, additional restrictions, regulations or tariffs on the import
of coal or the restrictions on coal’s use could materially impact our operations including increases to our
operating costs and reductions to our margins.
26. We may face increased competition from other industrial gas generation companies in the future, and any
inability to respond to market changes in our industry could adversely affect our business, results of
operations, cash flows and financial condition.
In the F&S report, F&S identified Linde India Limited, Ellenbarrie Industrial Gases Limited, PR Ecoenergy
Private Limited and Detox India Private Limited, as our peer group competitors offering industrial gases
through distributed pipeline networks. (Source: F&S Report). In addition, we may face significant competition
from other industrial gas generating companies in the future who will compete for the same customers. Further,
most of our customers have their own boilers, and if they become dissatisfied with our services, they could shift
their steam requirements temporarily or permanently toward their own boilers. We are the only company in
India that supplies nitrogen using a distributed pipeline network instead of the common practice of supplying
in cryogenic tanks and onsite nitrogen generation. (Source: F&S Report). We, however, do face competition
from companies that supply nitrogen cryogenically and who may choose to set up a pipeline network in the
future.
Our competitors may have greater operational, financial, technical, management or other resources to achieve
better economies of scale and lower cost of capital, allowing them to attract customers at more competitive
rates. Our competitors may also have a more effective or established localized business presence or a greater
willingness or ability to operate with little or no operating margins for sustained periods of time. Our
competitors may also enter into rights-of-use with existing boiler owners and compete with us. Our competitors
may also enter into strategic alliances or form affiliates with other competitors to our detriment. Moreover,
suppliers or contractors may merge with our competitors, which may limit our choices of suppliers or
contractors and hence the flexibility of our overall project execution capabilities. We depend on various
contractors to construct and develop our facilities, some of whom supply sophisticated and complex machinery
to us.
As the industrial gas service industry grows and evolves, we may also face new competitors who are not
currently in the market. Competition from such producers may increase if the technology used to generate
industrial gases from other sources becomes more sophisticated, or if the Government of India elects to further
strengthen its support of alternative technology. Any increase in competition during the bidding process or
reduction in our competitive capabilities could materially and adversely affect our market share and the profit
that we generate from our facilities.
27. We use water from tankers and through pipelines from local sources. In the summer season, water shortages
may take place, which could impact our operations and could have an adverse effect on our business, results
of operations, cash flows and financial condition.
We are dependent on water availability for our steam operations. We use water from tankers and pipelines
from local sources, and our primary source of water is GIDC, which is the nodal agency of the Government of
Gujarat for industrial development. For efficiency and safety, it is important to keep boiler water at appropriate
levels and without impurities like minerals, dissolved gases and other contaminants. In the summer season,
water shortages may take place due to extreme heat and increased consumption. We have had no incidents of
water shortages that have adversely impacted our results of operations during the six months period ended
September 30, 2025 and during Fiscal 2025, Fiscal 2024 and Fiscal 2023. While GIDC has provided a
connection in order to supply water to our facilities, if it is not able to fulfil its obligation to us in respect of the
supply of adequate water for our facilities and if we are unable to source suitable amounts of water for our
community boiler operations due to shortages or otherwise, steam production and our ability to service our
customers could be impacted, which in turn could lead to customer complaints and contractual issues as well
as reduced revenue, each which could have an adverse effect on our business, results of operations, cash flows
and financial condition.
The table below sets forth our water charges as percentage of total expenses for the periods indicated.
58Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
total total total total
Particulars ₹ million expenses ₹ million expenses ₹ million expenses ₹ million expenses
Water charges 24.84 1.11% 67.79 1.89% 86.49 3.46% 56.23 2.06%
At our facilities, we use various water treatment methods including a reverse osmosis plant and a
demineralization plant to remove impurities like minerals, dissolved gases and other contaminants. If our water
treatment fails to remove impurities for any reason, the efficiency of our boilers may be reduced, and over an
extended period of time, this reduced efficiency could adversely impact our operating expenses and results of
operations.
28. Our success largely depends upon the knowledge and experience of our Promoter, Directors, Key
Managerial Personnel, and Senior Management Personnel as well as our ability to attract and retain
personnel with technical expertise. Our inability to retain our personnel or our ability to attract and retain
other personnel with technical expertise could adversely affect our business, results of operations, cash flows
and financial condition.
We depend on the management skills and guidance of our Promoter and Board of Directors for development of
business strategies, monitoring their successful implementation and meeting future challenges. Further, we also
significantly depend on the expertise, experience and continued efforts of our Key Managerial Personnel and
Senior Management Personnel. Any loss of our Promoter, Directors, Key Managerial Personnel and Senior
Management Personnel or our ability to attract and retain them and other skilled personnel could adversely
affect our business, results of operations, cash flows and financial condition. Our future performance will
depend largely on our ability to retain the continued service of our management team.
If one or more of our Key Managerial Personnel or Senior Management Personnel are unable or unwilling to
continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and
our business, results of operations, cash flows and financial condition could be adversely affected. In addition,
we may require a long period of time to hire and train replacement personnel. We may also be required to
increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting
and retaining personnel with technical expertise that our business requires. The loss of the services of such
persons could have an adverse effect on our business, results of operations, cash flows and financial condition.
The table below set forth the attrition rate for our permanent employees for the periods indicated.
Six months period
ended September
Particulars 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition rate (%)* 10.12 37.83 22.74 30.29
*Attrition rate = (number of permanent employees that left during the year/ period)/ (number of permanent
employees at the start of the year/ period plus the number of permanent employees at the end of the year/
period).
While these positions have been appropriately filled and we have not faced any impact due to recent
resignations, we cannot assure that future resignations will not have any impact on the Company’s business or
operations.
There is significant competition for management and other skilled personnel, and it may be difficult for us to
attract and retain the personnel we require in the future. Although we require our employees to agree not to
compete with us in the event that they leave our Company, there can be no assurance that we will be able to
enforce these agreements and that our competitors will not offer better compensation packages, incentives and
other perquisites to such skilled personnel. Further, as on the date of this Updated Draft Red Herring Prospectus
– I, we do not have key man insurance policies. If we are not able to attract and retain talented employees as
required for conducting our business, if we experience high attrition levels which are largely out of our control
or if we are unable to motivate and retain existing employees, our business, results of operations, cash flows
59and financial condition may be adversely affected. For further information, see “Our Management” on page
346.
29. If we do not continue to invest in new technologies, boilers and equipment, our boilers and other equipment
may become obsolete and our production costs may increase relative to our competitors, which may have an
adverse impact on our business, results of operations, cash flows and financial condition.
We believe that our future profitability and competitiveness will depend in large part on our ability to maintain
low cost of operations, including our ability to upgrade and modernize our steam generation capabilities.
Acquisition of our machinery, equipment and facilities are capital intensive. Changes in technology may render
our current technologies obsolete or require us to make substantial capital investments. Integrating modern
technologies into existing community boiler systems is a complex and costly process. Moreover, older systems
may struggle to incorporate newer, more efficient technologies, which can result in lower performance or
missed opportunities for optimization. As a result, we may not recover our costs or see profitability and this
may impact our results of operations, cash flows and financial conditions
For example, we currently use AFBC boilers at our coal-based facilities, and these boilers have an expected
lifespan of 25 years. Upgrading these boilers may not be possible or practical due to the unavailability of
suitable upgraded replacement parts or system age.
If we are unable to respond or adapt to changing trends and standards in boilers, equipment and technologies,
or otherwise adapt or upgrade our boilers, equipment and technologies to changes in market conditions or
requirements, in a timely manner and at a reasonable cost, we may not be able to compete effectively and our
business, results of operations, cash flows and financial condition may be adversely affected.
30. Our cogeneration plants may produce energy below our expectations due unplanned outages or other
operational issues.
We co-generate electricity at our Nandesari facility, and we are in the process of operating turbines at other
locations. The electricity generated from our Nandesari helps operate our boilers, along with electricity
purchased from the electricity board. Our generation assets, including transmission lines and facilities that we
construct or own, may not continue to perform due to equipment failure, wear and tear, latent defects, design
error or operator error, early obsolescence or force majeure events, among other things, which may lead to
unexpected maintenance needs, unplanned outages or other operational issues and have a material adverse
effect on our electricity co-generation. Any mechanical failure or shutdown of equipment could result in
reduced electricity generation or no generation at all. If any shutdowns continue for extended periods, this may
give rise to contractual penalties or liabilities, loss of off-takers and damage to our reputation as well as a loss
of revenue from electricity offtaking.
31. Our business is dependent on and will continue to depend on our steam and other industrial gas generation
facilities and any underutilization of our generation capacities could have an adverse effect on our business,
results of operations, cash flows and financial condition.
We currently operate seven community steam boilers (six owned and one leased) in Gujarat through which we
generate and distribute steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase
2, Sarigam, Nandesari and Panoli. For details of our facilities, see ‘Our Business – Our Facilities’ on page 299.
Our success and our financial condition are predicated on our ability to operate our generation capacities at
high utilization levels.
The table below sets forth the years in which we started our operations, primary fuel used, installed capacities,
production, and capacity utilization for facilities operated by us for the six months ended September 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Vapi Facility Phase 1
Year of commencement of operations: 2017
Primary raw material for steam generation: Coal
60Boiler Installed
Production Capacity
capacity for capacity for
for the utilization for the
Period/Fiscal Year the the
period/fiscal period/fiscal
period/fiscal period/fiscal (%)
(TPA) [B] [A/B]
(TPH) (TPA) [A]
Six months period ended September 30, 2025 60 190,080.00 57,950.55 30.49%
Fiscal 2025 60 380,160.00 154,739.57 40.70%
Fiscal 2024 60 380,160.00 164,898.73 43.38%
Fiscal 2023 60 380,160.00 168,519.30 44.33%
Vapi WTE Unit1
Year of commencement of operations: 2025
Primary raw material for steam generation: Non-fossil fuels - plastic waste, textile waste, agro-waste and RDF
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 15 47,520.00 32,335.79 68.05%
2025
Fiscal 2025 15 15,840.00 6,354.52 40.12%
Fiscal 2024 - - - 0.00%
Fiscal 2023 - - - 0.00%
Ankleshwar Facility Phase 1 and Phase 22
Year of commencement of operations: 2018 for Phase 1 and 2023 for Phase 2
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 120 380,160.00 212,275.24 55.84%
2025
Fiscal 2025 120 760,320.00 421,068.66 55.38%
Fiscal 2024 120 760,320.00 419,797.98 55.21%
Fiscal 2023 120 475,200.00 301,927.94 63.54%
Sarigam Facility3
Year of commencement of operations: 2023
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 60 190,080.00 26,176.90 13.77%
2025
Fiscal 2025 60 380,160.00 50,267.32 13.22%
Fiscal 2024 60 380,160.00 12,396.15 3.26%
61Fiscal 2023 60 63,360.00 742.09 1.17%
Nandesari Facility4
Year of commencement of operations: 2023
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 30 95,040.00 47,956.22 50.46%
2025
Fiscal 2025 30 190,080.00 66,983.01 35.24%
Fiscal 2024 30 110,880.00 18,470.12 16.66%
Fiscal 2023 - - - -
Panoli Facility5
Year of commencement of operations: 2025
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six Months ended
60 1,26,720.00 4,574.33 3.61%
September 30, 2025
Fiscal 2025 - - - -
Fiscal 2024 - - - -
Fiscal 2023 - - - -
As certified by Dr. P. J. Gandhi, Chartered Engineer, by way of certificate dated December 1, 2025.
(1) Vapi WTE unit facility, which became operational in February 1, 2025. Vapi WTE unit facility was only operational for 2
months in fiscal 2025.
(2) Includes Ankleshwar Phase 2 facility, which became operational in January 2023.
(3) Sarigam facility was operational for only 2 months in Fiscal 2023
(4) Nandesari facility was operational for only 7 months in Fiscal 2024
(5) Panoli Facility is operational since June 2025
(6) Nitrogen Facility in Ankleshwar became operational in February 1, 2025.
Notes:
• TPH – Tonnes per Hour
• TPA – Tonnes per Annum
• The installed capacity for the fiscal year has been calculated based on 330 operational days, assuming boiler operations at an
optimal efficiency level of 80%. This calculation is prorated based on the actual operational period of the plant.
• Installed capacity for the six months period ended September 30, 2025 has been calculated by assuming 50% of the annualized
installed capacity.
• Capacity utilization has been calculated based on actual production during the relevant period/fiscal year divided by the
aggregate installed capacity of the relevant facility for the period/fiscal year.
We plan our capacity expansion taking into consideration existing capacities, delivery commitments, business
enquiries received by our sales and marketing team, lead time to expand capacities and availability of coal and
other fuel sources as well as financial resources. Excluding coal and other fuel costs which are completely variable,
significant parts of our costs including employee benefits expenses, finance costs, depreciation and amortization
expenses and other expenses have limited correlation with our production levels. Due to such reasons, if we are
unable to achieve and maintain optimum capacity utilization levels, our profitability may be significantly
impacted.
In the event we face disruptions at our facilities including as a result of labour unrest, unexpected events or
temporary schedule maintenance or inability to procure sufficient materials could result in operational
inefficiencies which could impact our actual production and capacity utilisation and eventually our sales. Such
disruptions would adversely impact our business and financial condition. There can be no assurance that such
instances will not occur in future which may have an adverse impact on our business, results of operations and
62financial condition. We intend to utilize the Net Proceeds towards (i) Repayment or prepayment of all or a portion
of certain outstanding borrowings availed by our Company; (ii) Funding capital expenditure requirements for
augmenting infrastructure development of our Company towards (a) capacity expansion of the Ankleshwar
Facility (Phase 3); and (b) capacity expansion of the Panoli Facility (Phase 2) Facility and (iii) funding capital
expenditure in relation to the setting up of a new manufacturing facility for generation of steam at Dahej SEZ. For
details see ‘Objects of the Offer’ on page 133. Once these facilities are set up along with current under construction
facilities, our annualized distribution capacity would be 675 TPH which translates to an increase in annual
installed capacity from 21,85,920.00 TPA to 42,76,800.00 TPA.1 The success of any capacity expansion and
expected return on investment on capital expenditure is subject to, among other factors, the ability to procure
requisite regulatory approvals in a timely manner; recruit and ensure satisfactory performance of personnel to
further grow our business; and the ability to absorb additional infrastructure costs. We cannot assure you that we
will be able to maintain a high rate of capacity utilisation and under-utilisation of our existing or proposed
capacities could result in lower revenues, which could affect our ability to fully absorb fixed costs and thus may
adversely impact our business, results of operations, cash flows and financial condition. Underutilization of our
manufacturing capacities over extended periods, or significant under-utilization in the short term, or an inability
to fully realize the benefits of our proposed capacity expansion, could adversely impact our business, results of
operations, cash flows and financial condition as well as our growth prospects and future financial performance.
32. Our inability to collect receivables on a timely basis or at all and default in payment from our customers
could result in the reduction of our profits and affect our cash flows.
We enter into steam purchase agreements with our customers that provide for periodic payments based on usage
as well as steam purchase orders. There have been delays in payments (or incremental payments for less than the
amount due) by some of our customers in the past. However, as the receivables are expected to be realised in the
normal course of business, these have not been considered as impaired. Our sales to customers are on an open
credit basis, with standard payment period of generally between 7 to 21 days. While we generally monitor the
ability of our customers to pay these open credit arrangements and limit the credit, we extend to what we believe
is reasonable based on an evaluation of each customer’s financial condition and payment history. Nevertheless,
we may still experience losses because of a customer’s inability to pay. As a result, we maintain what we believe
to be a reasonable allowance for doubtful receivables for potential credit losses based upon our historical trends
and other available information. However, there is a risk that our estimates may not be accurate, and we cannot
assure you that we will not experience such delays in payment or default by our customers in the future.
The table below sets forth our trade receivables and receivable turnover days in the periods indicated as well as
bad debts written off.
Particulars Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025*
Trade receivables(₹ million)
414.88 230.24 191.95
302.47
Bad debts written off (₹ million)
- 10.87 -
0.06
Trade receivables turnover ratio
5.75 12.67 16.44
(times) 13.06
*Not Annualised
(1) Trade receivables turnover ratio is calculated as revenue from operations divided by trade receivables as on the date of the specified
period/fiscal as disclosed in the Restated Financial Information.
The table below sets forth our trade receivables aging schedule for the periods indicated.
(₹ million)
1 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
63Outstanding for following periods from due date of payment
Greater Total
Trade Receivables Less than six months one to two two to than three
six months – one year years three years years
As at September 30, 2025 351.50 47.42 15.96 - - 414.88
As at March 31, 2025 279.45 23.02 - - - 302.47
As at March 31, 2024 220.54 3.50 5.02 0.66 0.54 230.24
As at March 31, 2023 171.47 4.70 15.77 -- - 191.95
Any increase in our receivable turnover days in the future will negatively affect our business, results of operations,
cash flows and financial condition. If we are unable to collect customer receivables or if the provisions for doubtful
receivables are inadequate, our business, results of operations, cash flows and financial condition could be
materially adversely affected.
Macroeconomic conditions could also result in financial difficulties, including insolvency or bankruptcy, for our
customers. As a result, our customers may be caused to delay payments to us, request modifications to their
payment arrangements, that could increase our receivables or affect our working capital requirements, or default
on their payment obligations to us. An increase in bad debts or in defaults by our customers may compel us to
utilize greater amounts of our operating working capital and result in increased interest costs, thereby adversely
affecting our business, results of operations, cash flows and financial condition.
33. We make advance payments to certain suppliers. If these suppliers default on our contracts or purchase
orders, we may be unable to secure the timely repayment of these advances, and our business, results of
operations, cash flows and financial condition could be adversely affected.
We make advance payments to certain suppliers, particularly in relation to our supply of coal. In the six months
period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024, and Fiscal 2023, our advance payments were
₹133.28 million, ₹174.95 million, ₹196.34 million and ₹127.92 million, respectively, which represented 5.98%,
4.87%, 7.86% and 4.70% of our total expenses, respectively. Although we have not experienced any instances in
the six months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, if the suppliers
to which we have made advanced payments, default on our supply contracts or purchase orders, we may be unable
to secure the timely repayment of these advances, and our business, results of operations, cash flows and financial
condition could be adversely affected.
34. We have incurred indebtedness, and an inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business and financial condition.
As at September 30, 2025, we had total borrowings (sum of current and non current borrowings) of ₹2,165.97
million. The table below sets forth certain information on our total borrowings, debt to equity ratio, finance cost
and debt service coverage ratio as at the dates indicated.
As at September As at March 31, As at March 31, As at March 31,
Particulars 30, 2025* 2025 2024 2023
Non-current borrowings
830.95 988.87 980.34 397.56
(₹ million)
Current borrowings including
current maturities of non-current 1,335.02 1,240.60 1,046.72 661.85
borrowings (₹ million)
Total Borrowings(1) (₹ million) 2,165.97 2229.47 2,027.06 1,059.41
Net Debt / Equity Ratio(2) 1.42 1.63 1.77 1.82
* Ratios not annualised.
(1) Total borrowings are calculated as the sum of current and non-current borrowings.
(2) Debt-Equity Ratio is calculated as Total Debt divided by total equity. Total Debt is calculated as the sum of (i) non-current borrowings
and (ii) current borrowings (including the current maturities of non-current borrowings).
64As at September 30, 2025, we had total secured borrowings (current and non-current borrowings) of ₹1,832.46
million. These borrowings are secured, among other things, through a charge by way of hypothecation on our
entire current assets and, with respect to our term loans, on fixed assets that includes land and building on which
our generation plants are located in favour of lenders. For further details, see “Financial Indebtedness” on page
537, “Restated Financial Information – Note 19 – Non-Current Borrowings” on page 431 and “Restated
Financial Information – Note 22 – Current Liabilities: Financial Liabilities – Borrowings ” on page 434. As
some of these secured assets pertain to our generation plants, our rights in respect of transferring or disposing of
these assets are restricted. In the event we are unable to service our debt obligations, our lenders have the right to
enforce the security in respect of our secured borrowings and dispose of our assets to recover the amounts due
from us. This may, in turn, compel us to shut down our generation plants and adversely affect our business, results
of operations, cash flows and financial condition.
As per the terms of the loan documentation, certain corporate actions for which the Company requires prior
written consent and/or intimation of the lenders include:
a) Implement any scheme of expansion/diversification/modernization other than intended capital
expenditure;
b) Effecting any change in shareholding, control, ownership, management, directorship of the Company;
c) Effect any change in the Company's capital structure;
d) taking any loan in the company or its group companies secured against common collateral;
We have not had any default under any of our borrowings during the six months period ended September 30, 2025
or during Fiscal 2025, Fiscal 2024 or Fiscal 2023. Any inability on our part to comply with the terms of our
financing agreements in the future would generally result in events of default under these financing agreements.
In such circumstances, the lenders under each of these respective financing agreements may, at their discretion,
accelerate payment and declare the entire outstanding amounts under these loans due and payable and, in certain
instances, enforce their security interests.
35. Our credit ratings were recently downgraded by ICRA on October 30, 2024. Any further downgrade of our
credit ratings could adversely affect our business.
The table sets forth credit ratings received by our Company in Fiscal 2025, 2024 and 2023, respectively. The
Company has not had any ratings assigned till date during the current fiscal.
Name of the Rating history
Instrument/Bank Ratings assigned in FY Ratings assigned in FY Ratings assigned in FY
Facilities 2025 2024* 2023*
Term loan ICRA BBB (Stable) ICRA BBB+ (Stable) -
Working Capital ICRA BBB (Stable) ICRA BBB+ (Stable) -
Facilities
Working Capital - ICRA BBB+ (Stable) -
Facilities- Demand Loan
Non-Fund based facilities ICRA A3+ ICRA A2 -
Unallocated limits ICRA BBB (Stable)/ ICRA ICRA BBB (Stable)/ ICRA -
A3+ A2
*Our Company did not receive any credit rating in Fiscal 2023.
In accordance with a letter of ICRA dated October 30, 2024, our debt was rated in accordance with a downgrade
as follows:
Instrument Rated Rating Action
amount
₹ crores
ICRA BBB (Stable)/A3+
Long term/short term - unallocated 53.18
Downgraded from BBB+(Stable)/A2
ICRA BBB (Stable)
Long term – fund based – term loan 81.80
Downgraded from BBB+(Stable)
65Instrument Rated Rating Action
amount
₹ crores
ICRA A3+
Short term – non fund based – letter of credit 42.00
Downgraded from A2
ICRA BBB (Stable)
Long term – fund based - overdraft 6.02
Downgraded from BBB+(Stable)
ICRA BBB (Stable)
Long term – fund based – working capital
0.00
demand loan
Downgraded from BBB+(Stable)
Any future downgrade of our credit ratings may increase interest rates for refinancing our borrowings, which
would increase our cost of borrowings, and may have an adverse effect on our future issuances of debt and our
ability to borrow on a competitive basis. Further, any downgrade in our credit ratings may also trigger an event
of default or acceleration of repayment of certain of our borrowings. If any of these risks materialise, it could
have a material adverse effect on our business, reputation, results of operations and financial condition.
These ratings assess our overall financial capacity to pay our obligations and are reflective of our ability to meet
financial commitments as they become due. There can be no assurance that these ratings will not be revised or
changed by the applicable rating agencies for various reasons. Any further downgrade in our credit ratings may
increase interest rates for refinancing our outstanding debt, which would increase our financing costs, and
adversely affect our future issuances of debt and our ability to raise new capital on a competitive basis.
36. We use flow meters to measure the amount of steam provided to a customer and to determine our sales. If
the flow meters do not provide an accurate reading due to tampering or a technical issue, we may not
accurately charge for our steam, which could adversely affect our revenues.
We use flow meters to measure the amount of steam provided to a customer and to determine our sales. Meters
are integrated with a centralized SCADA system for continuous tracking and anomaly alerts. Data is reviewed
periodically to identify irregularities, and we inspect our meters regularly for tampering. In the case of high-value
accounts or disputes we provide for third-party verification of meters. We also have technical teams that
investigate abnormal reading, and faulty meters are recalibrated or replaced. We have experienced two instances
in the six months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, where our
flow meters did not provide accurate readings but such instances did not have a materially impact our revenues.
However, if in the future our flow meters do not provide an accurate reading due to tampering or a technical issue
or otherwise for an extended period of time, we may not accurately charge for our steam, which could adversely
affect our business, results of operations, cash flows and financial condition.
37. We may not have sufficient insurance coverage to cover our economic losses as well as certain other risks
not covered in our insurance policies, which could adversely affect business, results of operations, cash flows
and financial condition.
Our operations are subject to risks, including liability for property damage, malfunctions and failures of equipment,
fire, explosions, accidents, personal injury or death, environmental pollution and natural disasters. We maintain
insurance coverage that we consider necessary for our business. We maintain an insurance policy that insures
against material damage to buildings, boiler blast incidents, fire, lightening, accident casualties, facilities and
machinery, furniture, fixtures, fittings, stocks and machinery breakdown. In addition, we maintain commercial
general liability insurance that covers liability in claims for bodily injury (and medical payments), property
damage, and personal and accidental injury. We have directors’ and officers’ insurance to offer protection for us
and our management.
The table below sets forth particulars of our insurance coverage as at the dates indicated.
As of and for As of and for the financial year ended March 31,
six months
Particulars period ended
September 30, 2025 2024 2023
2025
66Net assets* (in ₹ million)
3,751.21 3,297.98 2,322.97 1,543.88
Insurance Coverage (in ₹ million) 5,654.73 3,305.53 2,012.19 1,418.10
Percentage of insurance coverage
to 150.74% 100.23% 86.62% 91.85%
net assets
*Net assets means property, plant & equipment, capital work-in-progress, intangible assets but not include value of free hold land.
Our steam generation facilities could suffer physical damage from fire or other causes, resulting in losses which
may not be fully covered by our insurance policies. Further, we do not cover projects which are under construction.
These projects include Jhagadia, Nandesari (Phase 2),Vapi (Phase 3), Pirana AMC and Tarapur. We may also be
subject to claims resulting from defects in our facilities. The proceeds of any insurance claim with respect to
insurance that either we or our contractors have taken may be insufficient to cover any expenses faced by us,
including higher rebuilding costs as a result of inflation, changes in building regulations, environmental issues as
well as other factors. Further, we may not be able to successfully make a claim under our insurance policies where
our safety policies and procedures are considered inadequate. Should an uninsured loss or a loss in excess of
insured limits occur, we may lose the capital invested in and the anticipated revenue from the affected property.
We could also remain liable for any debt or other financial obligation related to that property. We have not
experienced any instances of where claims have exceeded insurance coverage in the six months period ended
September 30, 2025 or in Fiscal 2025, Fiscal 2024 or Fiscal 2023. We cannot assure you that losses in excess of
insurance proceeds will not occur in the future.
In addition, any payments we make to cover any uninsured loss may have a material adverse effect on our business,
results of operations, cash flows and financial condition. If we suffer any losses, damages and liabilities in the
course of our operations, we may not have sufficient insurance or funds to cover any such losses.
We have not taken insurance to protect against all risk and liabilities. For example, we do not have key man
insurance.
Further, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in
the normal course of our business. While none of our insurance policies are due for renewal as of the date of this
Updated Draft Red Herring Prospectus – I, we cannot assure you that such renewals in the future (on expiry) will
be granted in a timely manner, at acceptable cost or at all.
38. We have dues which are outstanding to our creditors. Our trade payables as on September 30, 2025, were
₹1,072.01 million. Any failure in payment of these dues may have a material adverse effect on our reputation,
business, results of operations, cash flows and financial condition.
We have dues which are outstanding to our creditors. Our trade payables as on September 30, 2025, were
₹1,072.01 million. The following table summarizes our amounts due to our creditors as on September 30, 2025.
S. No. Type of creditor No. of creditors Amount outstanding (in
₹ million)
1. Dues to Micro, Small and Medium Enterprises 64 28.57
2. Dues to other creditors 171 1,043.44
Total 235 1,072.01
(1) We consider a creditor to be a material creditor if amounts due to such creditor is equivalent to or in excess of 5% of the restated
trade payables of the Company as of end of the most recent financial period. The trade payables of the Company as on September 30,
2025, were ₹ 1,072.01 million. Accordingly, a Material Creditor, is a creditor if the amounts due to such creditor as on September 30,
2025 exceeded ₹ 53.60 million..
Any failure to satisfy our creditor in a timely manner, or otherwise perform any obligations to such creditors,
may lead to legal or other action by such creditors to collect the amounts due, which could impact our
relationship with our suppliers and other lenders and may adversely affect our business, results of operations,
cash flows and financial condition.
39. We have availed certain unsecured loans, which may be recalled by lenders.
As of September 30, 2025, we had availed unsecured borrowings aggregating to ₹333.51 million, from banks
and certain of our Promoter, members of the Promoter Group and others.
The following table sets forth our outstanding unsecured borrowings as at September 30, 2025, March 31, 2025,
March 31, 2024 and March 31, 2023.
67(₹ in millions)
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Non-current borrowings – Unsecured
Term Loan from Banks - - - 0.73
Working Capital from - -
- -
Loan
Loan from body corporate - - 12.21 11.00
Total non-current - -
12.21 11.73
unsecured borrowings
Current borrowings – Unsecured
From Body Corporate 233.35 - - -
Purchase financing 37.05 47.02 - -
Current maturities of Long - -
term unsecured 0.71 4.19
Borrowings
Credit Card Balance 63.11 19.73
3.15 4.39
payable to Bank
Total current unsecured 333.51 66.75
3.87 8.58
borrowings
Any failure to service such indebtedness, or otherwise perform any obligations under such financing agreements
may lead to acceleration of payments under such credit facilities, which may adversely affect our business,
results of operations, cash flows and financial condition. For further information, see “Financial Indebtedness”
on page 537 and “Restated Financial Information – Notes 19, 22 and 35 ” on pages 431, 434 and 453.
40. Conflicts of interest may arise out of business ventures in which certain of our Promoter and Directors are
interested by virtue of their shareholding in such ventures. Such potential conflict of interests could adversely
affect our business, results of operations, cash flows and financial condition.
Certain members of our Promoter Group operate in the same line of business as our Company in which our
Promoter, Mr. Vishal Sanwarprasad Budhia, and our directors Yadav Lalankumar Dayanand are Director.
These Promoter Group companies include Sanjoo Dyeing & Printing Mills Private Limited and Sanjoo Prints
Private Limited, which are in the business of generating and supplying steam. We entered into a non-compete
agreements with Sanjoo Dyeing & Printing Mills Private Limited and Sanjoo Prints Private Limited, whereby
such group companies each have agreed not to enter same line of business to that of our Company. The table
below sets forth the revenue from operations of these businesses attributable to industrial gas (including steam)
generation and distribution.
Six months period
ended September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Industr Industr
Industr % of % of Industri % of % of
ial gas ial gas
Entity ial gas total total al gas total total
revenu revenu
revenue revenue revenue revenue revenue revenue
e e
(₹ in from from (₹ in from from
(₹ in (₹ in
millions operatio operati millions operatio operati
million million
) ns ons ) ns ons
s ) s )
Sanjoo Dyeing
and Printing Mills 142.73 5.99% 328.48 8.31% - - - -
Private Limited
Sanjoo Prints
- - - - - - - -
Private Limited
Our steam supply contract with Sanjoo Dyeing and Printing Mills Private Limited has a non-compete clause
where Sanjoo Dyeing and Printing Mills Private Limited has agreed not to compete with us. Further, we do
68not believe that we have competed with any of these Promoter Group companies for customers or contracts or
purchase orders in the six months period ended September 30, 2025 and during Fiscal 2025, Fiscal 2024 or
Fiscal 2023. We cannot assure you, however, that these companies will not compete with our business in
respect of business in which we are already engaged or will enter into business or contracts in future, which
may conflict with our interests and interest of our shareholders. Such potential conflict of interests could
adversely affect our business, results of operations, cash flows and financial condition.
41. Non-compliance with, and changes in, safety, health and environmental laws could adversely affect our
facilities.
We are subject to a broad range of safety, health and environmental laws in the regions in which we operate in
the ordinary course of our business, including on controls on noise emissions, air and water discharges, on the
storage, handling, discharge and disposal of chemicals, employee exposure to hazardous substances and other
aspects of our operations. Under these laws, owners and operators of property may be liable for the costs of
removal or remediation of certain hazardous substances or other regulated materials on or in such property.
Although we believe that our steam generation plants are generally in compliance with such safety, health and
environmental laws, statutory authorities may allege non-compliance. While no instances have occurred in
relation to non-compliance with such safety, health and environmental laws in the six months period ended
September 30, 2025 or in Fiscal 2025, Fiscal 2024 or Fiscal 2023 that have had any material impact on our
business, results of operations, cash flows or financial condition, we cannot assure you that we will not be
subjected to any such regulatory action in the future, including penalties and other civil or criminal proceedings.
In addition, though we have been able to obtain the necessary approvals in the past, we cannot assure you that
we will be able to obtain approvals in relation to our new projects at such times or in such form as we may
require or at all.
These laws and their resulting obligations, under which we and our contractors, sub-contractors and special
agencies operate, may result in delays in construction and development, cause us to incur substantial
compliance and other related costs and prohibit or severely restrict our steam generation businesses. If we are
unable to continue to deliver products as a result of these restrictions, or if our compliance costs increase
substantially, our revenues and earnings may be reduced, which may adversely affect our business, results of
operations, cash flows and financial condition.
42. Delay or default in payment of statutory dues may attract penalties and adversely affect our business, results
of operations, cash flows and financial condition.
We are subject to ongoing reporting and compliance requirements and are required to make payments of
periodic statutory dues, which we may not be able to undertake at all times. The table below sets forth details
of statutory dues paid by us in relation to our employees and others for the years indicated:
Particulars Number Statutory Number Statutory Number Statutory Number Statutory
of dues paid of dues paid of dues paid of dues paid
employee (₹ in employee (₹ in employee (₹ in employee (₹ in
s as at million) s as at million) s as at million) s as at million)
Septembe March March March
r 30, 31, 2025* 31, 2024* 31, 2023*
2025*
The Employees 115 0.82 103 1.28 75 1.32 57 0.69
Provident Fund and
Miscellaneous
Provisions Act,
1952
Employee State 69 0.05 78 0.10 60 0.09 51 0.08
Insurance Act,
1948
Professional Taxes 206 0.23 187 0.40 121 0.29 79 0.19
Income Tax Act, 18 2.73 25 4.52 33 6.02 20 3.89
1961 (TDS on
salary)
Income Tax Act, - 22.85 - 38.51 - 22.93 - 24.26
1961 (TDS other
than salary)
69Particulars Number Statutory Number Statutory Number Statutory Number Statutory
of dues paid of dues paid of dues paid of dues paid
employee (₹ in employee (₹ in employee (₹ in employee (₹ in
s as at million) s as at million) s as at million) s as at million)
Septembe March March March
r 30, 31, 2025* 31, 2024* 31, 2023*
2025*
Goods and Service - 274.38 - 491.35 - 352.03 - 355.80
Tax
Gratuity 3 1.15 12 1.93 4 1.60 2 1.77
* As on the last date of the six months period ended September 30, 2025 and respective fiscal year.
The table below sets out details of non-payment, defaults or delays in payments of statutory dues in relation
to our Company for the years indicated:
Particulars Six months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September
30, 2025
Number Amount Number Amount Number Amount Number Amount
of delayed of delayed of delayed of delayed
Instances (₹ in Instances (₹ in Instances (₹ in Instances (₹ in
million) million) million) million)
The Employees Provident - - 1 0.03 3 0.14 7 0.14
Fund and Miscellaneous
Provisions Act, 1952
Employee State Insurance - - 3 0.01 3 0.05 8 0.02
Act, 1948
Professional Taxes 1 0.04 3 0.10 - - - -
Income Tax Act, 1961 - - - - - - - -
(TDS on salary)
Income Tax Act, 1961 - - - - - - - -
(TDS other than salary)
Goods and Service Tax - - - - - - - -
Gratuity - - - - - - - -
Total 1 0.04 7 0.14 6 0.19 15 0.16
We cannot assure you that we may face delays of payments of statutory dues in the future any may
subsequently be subject to penalties and fines in the future which may have a material adverse effect on our
financial condition and cash flows.
43. After the completion of the Offer, our Promoters will continue to hold substantial shareholding in our
Company.
Currently, our Promoters owns an aggregate of 97.87% of our issued, subscribed and paid-up Equity Share
capital. Following the completion of the Offer, our Promoter will continue to hold approximately [●] % of our
post-Offer Equity Share capital. For details of our Promoter’s shareholding pre- and post-Offer, see “Capital
Structure” on page 110. By virtue of his shareholding, our Promoter 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 Promoter in his capacity as
a Shareholder may be different from the interests of our other Shareholders. Any such conflict may adversely
affect our ability to execute our business strategy or operate our business.
44. We will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholder will receive the
net proceeds from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Promoter Selling Shareholder shall be entitled to
the net proceeds from the Offer for Sale, which comprise proceeds from the Offer for Sale net of Offer expenses
shared by the Promoter Selling Shareholder, and our Company will not receive any proceeds from the Offer
70for Sale.
45. One of our Promoters, Vishal Sanwarprasad Budhia, who is also the Selling Shareholder, has subscribed
to, and purchased, Equity Shares, at a price which could be below the Offer Price. The average cost of
acquisition of Equity Shares by our Promoters could also be lower than the Offer Price.
We have issued Equity Shares to one of our Promoters i.e., Vishal Sanwarprasad Budhia, who is also the Selling
Shareholder, and our Promoters have acquired Equity Shares by way of transfers, at a price which could be
below the Offer Price. For more details see ‘Capital Structure’ on page 110.
The average cost of acquisition of Equity Shares by our Promoters is set forth below.
Name of the Promoters Number of Equity Shares of Average cost of acquisition
face value of ₹ 2 each held per Equity Share (in ₹)*
Vishal Sanwarprasad Budhia* 202,500,000 0.04
Ritu Budhia 300 Nil
VSB Business Trust (Trustees: Vishal 8,010,425 Nil
Sanwarparasad Budhia and Ritu Budhia)
Budhia Business Trust (Trustees: Vishal 6,387,000 Nil
Sanwarparasad Budhia and Ritu Budhia)
VB Business Trust (Trustees: Vishal Sanwarparasad 4,263,000 Nil
Budhia and Ritu Budhia)
*For further details, see “Capital Structure” on page 110.
The aforementioned average cost of acquisition of Equity Shares by our Promoters may be lower than the Offer
Price. The price at which our Company has issued the Equity Shares in the past is not indicative of the price at
which they will be issued or traded.
46. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements,
including prior Shareholders’ approval.
Our proposed objects of the Fresh Issue are set forth under “Objects of the Offer” on page 133. At this stage,
we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or
fund any exigencies arising out of competitive environment, business conditions, economic conditions or other
factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot
undertake any variation in the utilisation of the Net Proceeds without obtaining our Shareholders’ approval
through a special resolution. In the event of any such circumstances that require us to undertake variation in the
disclosed utilisation of the Net Proceeds, we may not be able to obtain our 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 Promoter would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Fresh Issue or vary the terms of such contracts, at a price and manner
as prescribed by SEBI. In addition, the requirement on our Promoter to provide an exit opportunity to such
dissenting Shareholders may deter our Promoter 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
our Promoter or the controlling Shareholders of our Company will have adequate resources at their disposal at
all times to enable them to provide an exit opportunity at the price prescribed by SEBI. In light of these factors,
we may not be able to undertake variation of objects of the Fresh Issue to use any unutilized proceeds of the
Fresh Issue, if any, or vary the terms of any contract referred to in the Updated Draft Red Herring Prospectus
– I, 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, or varying the terms of contract, which may adversely affect our business, results of operations, cash flows
and financial condition.
Further, we will appoint a monitoring agency for monitoring the utilisation of proceeds of the Offer in
accordance with Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit its report
to us on a quarterly basis in accordance with the SEBI ICDR Regulations.
7147. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any
bank or financial institution or any other independent agency and our management will have broad
discretion over the use of the Net Proceeds.
We intend to utilize the Net Proceeds of the Fresh Issue as set forth in “Objects of the Offer” beginning on page
133. The funding requirements mentioned as a part of the objects of the Fresh Issue are based on internal
management estimates, and they have not been appraised by any bank or financial institution. These funding
requirements are based on current conditions and are subject to change in light of changes in external
circumstances, costs, business initiatives, other financial conditions or business strategies. Various risks and
uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to
achieve profitable growth in our business. Accordingly, use of the Net Proceeds for other purposes identified
by our management may not result in actual growth of our business, increased profitability or an increase in the
value of our business and your investment.
48. The Objects of the Offer include orders for equipment and machinery which have not yet been placed.
Further, we are yet to place orders for capital expenditures. In the event of any delay in placement of such
orders, the proposed schedule of implementation and deployment of the Net Proceeds may be extended or
may vary.
We intend to utilize a portion of the Net Proceeds for funding capital expenditure for purchase equipment and
machinery in respect of our construction of new facilities. Our Company proposes to utilize an amount of ₹
1,082.78 million for funding capital expenditure towards purchase of equipment and machinery, based on our
current estimates. While we have procured quotations from vendors in relation to the capital expenditure to be
incurred, as on the date of this Updated Draft Red Herring Prospectus – I, no orders for purchase of the
equipment and machinery are yet to be placed. See “Objects of the Offer” on page 133.
Such quotations are valid for a certain period of time and may be subject to revisions, and other commercial
and technical factors. We cannot assure you that we will be able to undertake such capital expenditure within
the cost indicated by such quotation or that there will not be cost escalations. Further, the actual amount and
timing of our future capital requirements may differ from our estimates as a result of, among other things,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, design changes and
technological changes. In the event of any delay in placing the orders, or an escalation in the cost of acquisition
of equipment and machinery or in the event the vendor is not able to provide equipment and machinery in a
timely manner, or at all, we may encounter time and cost overruns. Further, if we are unable to procure the
requisite plant and machinery from the vendors from whom we have procured the quotation, we cannot assure
you that we may be able to identify alternate vendor to provide us with the materials which satisfy our
requirements at acceptable prices.
Our inability to procure the machinery and equipment at acceptable prices or in a timely manner, may result in
an increase in capital expenditure, the proposed schedule of implementation and deployment of the Net
Proceeds may be extended or may vary accordingly, thereby resulting in an adverse effect on our business,
prospects and results of operations.
49. Our inability to successfully implement some or all our business strategies in a timely manner or at all could
have an adverse effect on our business, results of operations, cash flows and financial condition.
As part of our strategy aimed towards business growth and improvement of market position, we intend to
implement several business strategies, including:
• Expanding our capacity by setting up new facilities in and outside Gujarat;
• continue to diversify our business offerings;
• continue to focus on operational efficiency and reduction of our operating expenses;
• improve our debt profile; and
• reduce our carbon footprint.
Our strategies may not succeed due to various factors, including our inability to:
72• reduce our debt and our operating costs;
• effectively market our products or foresee challenges with respect to our business initiatives;
• sufficiently upgrade our infrastructure, machines, automation, equipment and technology as required
to cater to the requirement of changing demand and market preferences;
• maintain highest quality in our operations or ensure scaling of our operations to correspond with our
strategy and customer demand, changes in GoI policy or regulation;
• respond to regular competition; and
• other operational and management difficulties.
Moreover, we currently only have one customer for our nitrogen business. Any disruption in our ability to
distribute nitrogen or in the consumption by our customer could materially adversely affect this facility’s results
of operations and impede our growth of this business offering.
For further details of our strategies, see “Our Business – Our Strategies” on page 292.
50. We experience difficulties in expanding our business into additional geographical markets, which may
adversely affect our business, results of operations, cash flows and financial condition.
We may experience difficulties in expanding our business into additional geographical markets in India.
Currently, our business is located in the state of Gujarat. We may not be able to leverage our experience in existing
markets to expand our operations in other regions or into other cities should we decide to further expand our
operations. Factors such as competition, regulatory regimes, business practices and customs, behaviour and
preferences in these regions where we may plan to expand our operations may differ from those in the micro
markets where we are currently present. Our experience in such micro markets may not be applicable to other
regions. In addition, as we enter new regions, we will be required to understand local regulations and business
practices and liaison with local contractors, suppliers, relevant government authorities. Any or all of the foregoing
may provide them a competitive advantage over us.
If we plan to expand our geographical footprint, our business will be exposed to various additional challenges,
including:
• adjusting the configuration of our industrial gas generation systems as per different terrains;
• obtaining necessary governmental approvals and building permits under unfamiliar regulatory regimes;
• identifying and collaborating with local business partners, construction contractors and suppliers with
whom we may have no previous working relationship;
• successfully gauging market conditions in local markets with which we have no previous familiarity;
• successfully attracting potential customers in a market in which we do not have significant experience or
visibility or brand recognition; and
• adapting our marketing strategy.
Our inability to expand into other areas may adversely affect our business, results of operations, cash flows and
financial condition.
51. We use third party transportation and logistics service providers for delivery of coal, other fuel sources and
raw materials to our steam and other industrial gas facilities. Any delay in delivery of coal, other fuel sources
and raw materials or increase in the charges of these entities could adversely affect our business, results of
operations, cash flows and financial condition. We also may be exposed to the risk of theft, accidents and/or
loss of our products in transit.
Our operations are dependent on timely and cost-efficient transportation of coal, other fuel sources and raw
materials to our facilities. We do not own any vehicles for the transportation of coal, other fuel sources and raw
materials and instead use third party transportation and logistics providers for their delivery. We do not have any
73long term contractual arrangements with any such third-party transportation and logistics providers, and they could
stop providing transportation at any time. Any disruption in services by such third-party transportation provider
could impact our manufacturing operations and delivery of our products to our customers. Further, transportation
strikes could also have an adverse effect on supplies and deliveries from our suppliers. Although during the six
months period ended September 30, 2025 and during Fiscal 2025, Fiscal 2024 or Fiscal 2023 we did not face any
significant disruptions due to our use of third party transportation and logistics service providers, any disruptions
of logistics in the future could impair our ability to receive coal, other fuel sources and raw materials on time,
which could materially and adversely affect our business, results of operations, cash flows and financial condition.
The following table sets forth our consolidated freight charges and our consolidated freight charges as a percentage
of total expenses in the periods indicated.
Six months period Fiscal 2025
ended September 30, Fiscal 2024 Fiscal 2023
2025
Particulars
% of % of % of % of
₹ million total ₹ million total ₹ million total ₹ million total
expenses expenses expenses expenses
Freight charges 35.89 1.61% 114.35 3.18% 98.67 3.95% 80.46 2.95%
We are not subject to the risk of increases in freight costs as any increase in freight costs will be passed on to the
customer by way of increase in steam prices.
Furthermore, we are exposed to the risk of theft, accidents and/or loss of our products in transit. While we believe
we have adequately insured ourselves against such risk, we cannot assure you that our insurance will be sufficient
to cover the losses arising due to such theft, accidents and/or loss of our products in transit.
Our Company, through our Director, Yadav Lalankumar Dayanand, filed a first information report dated October
18, 2023 under the sections 34, 120B, 406 and 408 of the Indian Penal Code, 1860 at the Surat City police station
against the supervisors of our Company, Rudrapratapsingh Triloknath Singh and Bharat Patil for theft of coal
imported by our Company from Indonesia, weighing total of 119.09 tonnes, worth approximately ₹900,000
(“Purchased Coal”). The Purchased Coal was scheduled to be emptied at a designated port. However, upon
inspection of the designated port, it was found that the Purchased Coal was not available. The matter is still
pending. Except for this theft of the Purchased Coal, there have been no material instances of theft, accident or
loss not covered by insurance or transportation strikes during the six months period ended September 30, 2025
and during Fiscal 2025, Fiscal 2024 or Fiscal 2023, we cannot assure you that such incidents will not occur in
future. Any such acts could result in serious liability claims (for which we may not be adequately insured) which
could adversely affect our business, results of operations, cash flows and financial condition.
52. If we do not successfully install boilers that use non-fossil fuel sources in a timely and cost-effective manner,
our strategy to reduce our carbon footprint may be adversely affected.
As part of our business strategies, we are striving to reduce our carbon footprint. While the primary fuel for
most of our current community boilers is coal, our goal is to install boilers that use alternative sources of fuel
to generate industrial gas and reduce the use of traditional fossil fuels. We are actively exploring the increased
use of non-fossil fuel sources for our boilers, such as plastic waste, textile waste agro-waste and RDF. As a step
towards this goal, we have initiated commercial operation of our first waste to steam facility at Vapi WTE unit
which became operational in 2025 and will generate steam from the plastic waste generated in the textile and
paper mills located in the region along with MSW-RDF.
The development of boilers that use non-fossil fuel sources is complex, time-consuming and costly. The success
of any such facilities is dependent on significant upfront costs, and continued availability of non-fossil fuel in
a timely and cost-efficient manner. Unlike coal fired boilers, the boilers designed for non-fossil fuels tend to
have lower operating history exposing us to technology and implementation related challenges. Moreover, our
planned facilities in these areas could result in higher costs, especially in the event of cost overruns, without a
proportionate increase in revenues. We may be unable to successfully create these facilities or encounter
unexpected delays in the launch of these facilities and, even if launched as planned, such facilities may not
perform as we expect. If we do not successfully develop new facilities using non-fossil fuel sources in a timely,
cost-effective manner that are attractive to our customers, our strategy to reduce our carbon footprint may be
adversely affected.
7453. If we are unable to introduce industrial gas generation and distribution processes and are unable to respond
to changing customer preferences in a timely and effective manner or if our generation and distribution
processes become obsolete due to a breakthrough in the development of technology or alternate processes,
the demand for our steam and other industrial gases may decline, which may have an adverse effect on our
business, results of operations, cash flows and financial condition.
The success of our business depends upon our ability to anticipate and identify changes in customer preferences,
offering industrial gas generation and distribution that customers require and, on our ability to generate and
distribute steam and other industrial gases in a timely and cost-effective manner. Additionally, such customer
preferences are influenced by a number of factors beyond our control, such as the prices of alternative processes
and prevailing economic conditions. We constantly seek to develop our innovation capabilities to distinguish
ourselves from our competitors to enable us to introduce new industrial gas generation and distribution processes,
based on customer preferences and demand.
Although we seek to identify trends and introduce new products, we recognise that customer preferences cannot
be predicted with certainty and can change rapidly, and that there is no certainty that these will be commercially
viable or effective or accepted by our customers. Before we can introduce a new boiler or other industrial gas
generation process, we must successfully execute a number of steps, including successful engineering,
obtaining required approvals and registrations, effective marketing strategies for our target customers, while
scaling our vendor, production and infrastructure networks to increase or change the nature of our production
capacity. We cannot assure you that we will be able to successfully make timely and cost-effective
enhancements and additions to our technological infrastructure, keep up with technological improvements in
order to meet our customers’ needs or that the technology developed by others will not render our steam and
industrial gas generation and distribution less competitive or attractive. Our failure to successfully adopt such
technologies in a cost effective and a timely manner could increase our costs and lead to us being less
competitive.
In the event of a breakthrough in the development or growing popularity of alternate technology to generate or
distribute steam or other industrial gases, we may be exposed to the risk of our industrial gas generation and
distribution processes becoming obsolete or being substituted by alternatives, and any failure on our part to
effectively address such situations or to introduce new products could adversely affect our business, results of
operations, cash flows, and financial condition. Further, if our customers, defer or cancel orders for our existing
industrial gas services due to introduction of alternative offerings that are much more suitable and preferred as an
option, our business, results of operations, cash flows and financial condition could be adversely affected.
54. Our inability to manage employee benefits costs and industrial unrest may adversely affect our business,
results of operations, cash flows and financial condition.
As on September 30, 2025, our workforce comprised of 213 employees. Our employee benefits expense comprise
payments made to all the personnel on our payroll and engaged in our operations. The table below sets forth our
employee benefits expenses, including as a percentage of revenue from operations, for the periods indicated.
Six months period
ended September
30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
total total total total
Revenu Revenu Revenu Revenu
e from e from e from e from
₹ operati ₹ operati ₹ operati ₹ operati
Particulars million ons million ons million ons million ons
Employee benefits expenses 71.66 3.01% 97.84 2.48% 78.99 2.71% 60.39 1.91%
We operate in a labour-intensive industry and contract labour is hired by our civil construction contractors for our
facilities. If the relationships of the independent contractors and their personnel deteriorate, we may experience
labour unrest, strikes or other labour action and work stoppages. We do not have any registered labour unions and
there have been no material disruptions to our facilities during the six months period ended September 30, 2025
and during Fiscal 2025, Fiscal 2024 or Fiscal 2023 on account of labour-related disputes including strikes,
lockouts, or collective bargaining arrangements. However, there can be no assurance that we will not experience
75work disruptions in the future due to disputes or other problems with our workforce. Any such event may adversely
affect our ability to operate our business and complete our facilities on time and impair our relationships with our
customers, which may adversely impact our business, results of operations, cash flows and financial condition.
Further, significant increases in our employee remuneration and benefits may adversely affect our expenses and
may adversely affect our results of operations, cash flows and financial condition.
We are also subject to laws and regulations in India governing employees, including in relation to minimum
wage and maximum working hours, overtime, working conditions, hiring and termination of employees,
contract labour and work permits. These laws and regulations have become increasingly stringent, and it is
possible that they will become significantly more stringent in the future.
For instance, the GoI has recently notified the Code on Social Security, 2020 (“Social Security Code”); the
Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the
Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labor
legislations (collectively, the “Labour Codes”). Pursuant to notifications issued by the Ministry of Labour and
Employment, GoI dated November 21, 2025, the Industrial Relations Code, 2020 and the Occupational Safety,
Health and Working Conditions Code, 2020 have been made fully effective and certain provisions of the Code
on Wages, 2019 and Social Security Code have been made effective, each as of November 21, 2025. The
remainder of these codes shall come into force on the day that the Government shall notify for this purpose.
Further, rules under all these labour codes are yet to be notified by the GoI and the state governments. We are
yet to determine the impact of all or some such laws on our business and operations, including requirement of
any additional approvals and licenses pursuant to such laws, which may restrict our ability to grow our business
in the future and increase our expenses. The enforcement of these laws could lead to higher employee and labor
costs, which in turn could have a detrimental effect on our results of operations, financial condition and cash
flows.
If we are unable to obtain the services of skilled and unskilled workmen or at reasonable rates, our business,
results of operations, cash flows and financial condition may be adversely affected.
Extensive governmental regulation relating to employee safety and health impose significant costs. A violation of
health and safety requirements and the occurrence of accidents could disrupt our operations and increase operating
costs. For further information, see “Non-compliance with, and changes in, safety, health and environmental laws
could adversely affect our facilities” on page 69.
55. We are dependent on contract labour and any disruption to the supply of such labour for facilities or our
inability to control the composition and cost of our contract labour could adversely affect our business,
results of operations, cash flows and financial condition.
Our workforce includes personnel that we engage through independent contractors. As on September 30, 2025,
our workforce comprised 292 contract labourers. We incur certain contract labour charges for engaging
workforce through independent contractors. The table below sets forth the contractual labour charges and such
charges as percentage of revenue from operations for the periods indicated.
Six months period
ended September
30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
Revenue Revenue Revenue Revenue
from from from from
₹ operatio ₹ operatio ₹ operatio ₹ operatio
Particulars million ns million ns million ns million ns
Contractual labour 31.49 1.32% 50.12 1.27% 60.84 2.09% 34.72 1.10%
charges
We enter into arrangements with contractors for the recruitment of contract labour as per our requirements for
a fixed period of time. There is no assurance that we may be able to renew these arrangements on a timely basis
or at all. We do not have direct control over the timing or quality of the services and supplies provided by
such third parties. Contractors hired by us may be unable to provide the requisite manpower on a timely basis,
76or at all, or may be subjected to disputes with their personnel, which, in turn, may affect production at our
facilities and timely delivery of our industrial gas to our customers. Although our Company does not
engage such contract labour directly, we may be held responsible for any wage payments to be made to such
contract labourers in the event of default by the independent contractors. While the amount paid in such
an event can be recovered from the independent contractor, any requirement to fund the wage requirements
of the engaged labourers or delay in recovering such amounts from the independent contractors may have an
adverse effect on our cash flows and results of operations. Any disruption to the supply of such labour for our
facilities or our inability to control the composition and cost of our contract labour could adversely affect our
business, results of operations, cash flows and financial condition. Further, 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. We are also subject to laws and regulations governing
relationships with employees, in such areas as minimum wage and maximum working hours, overtime,
working conditions, hiring and terminating of employees and work permits. For further details, refer to “Key
Regulation and Policies” on page 320. If labour laws become more stringent, it may become difficult for us to
maintain flexible human resource policies, discharge employees or downsize, any of which could have an
adverse effect on our business, results of operations, cash flows and financial condition.
56. If we are unable to protect our intellectual property rights, our business, results of operations, cash flows
and financial condition may be adversely affected.
We have 6 trademark registrations in India with the Trade Marks Registry including our Company logos:
The logo was assigned to us by Sanjoo Dyeing and Printing Mills Private Limited pursuant to a
deed of assignment dated November 14, 2022 in relation to the steam manufactured by our Company at the
factory located at Plot No. 8108/1, Sachin GIDC Estate, Sachin, Surat 394230, Gujarat, India. We also have a
trademark registration in India with the Trade Marks Registry for the word mark “Community Boiler.” Further,
we have 8 additional trademark applications under process out of which 3 applications for which have received
objections. The pending trademark applications are not currently affecting our business; however, if our
applications for these trademarks are not approved these trademarks could potentially be used by other persons
which might create brand confusion and, accordingly, could have a material adverse impact on our business,
results of operations, cash flows and financial condition.
Our Company has applied for a patent having application number 202321026338 under Controller General of
Patents, Design and Trade Marks, dated April 8, 2023, which is published and has further processed for
examination under Indian Patent Act, 1970. We have received the First Examination Report (FER), which is
the first official communication from the Indian Patent Office (IPO). The Company is in the process of
preparing its response to this FER. If the patent is not granted for any reason, we do not expect that our business,
results of operations or financial condition would be materially and adversely affected.
As of the date of this Updated Draft Red Herring Prospectus – I, we had one patent application under process
as described below.
Patent Application
Status Description Product application
Number
This invention relates to a system for
recovery and charging of bed material in
Atmospheric Fluidized Boiler (AFB).
The said system is consisting of a bed
material drain assembly, a sieve shaker
Application
assembly for segregation of bed
referred u/s System for recovery and charging
material from Atmospheric Fluidized
12 for 202321026338 of bed material in atmospheric
Boiler (AFB), an elevator assembly for
examination fluidized boiler
lifting of the bed material at elevated
height for increasing its gravitational
potential energy and a storage and
supply assembly for storing of the bed
material at elevated height and feeding
it at a pressure higher than a furnace
77pressure of the Atmospheric Fluidized
Boiler (AFB).
The said system prevents frequent load
reduction during bed material charging
while Atmospheric Fluidized Boiler
(AFB) is in operation and reduces the
shutdown time during fresh charging of
bed material during lit up of
Atmospheric Fluidized Boiler (AFB).
The said invention helps in safe
operation and maintains a uniform load
by accurate control of combustion in
Atmospheric Fluidized Boiler (AFB)
which satisfies end requirements. The
said system prevents chronic problem of
cracking of bed drainpipes of
Atmospheric Fluidized Boiler (AFB)
For further information, see “Government and Other Approvals” on page 546. Further, we may not be able to
protect our intellectual property rights, including our trademarks even after receipt of approval from the
Trademark Registry, against third-party infringement and unauthorised use of our intellectual property,
including by our competitors.
While our agreements with our employees and consultants include confidentiality provisions and provisions on
ownership of intellectual property developed during employment or specific assignments, as applicable, these
agreements may not effectively prevent unauthorized use or disclosure of our confidential information and
intellectual property and may not provide an adequate remedy in the event of unauthorized use or disclosure of
our confidential information or infringement of our intellectual property. Despite our efforts to protect our
proprietary rights, unauthorized parties may copy aspects of our confidential information that we consider
proprietary. In addition, in respect of products without registered trademark protection, third parties may assert
rights in our name, brands and marks, although they have not done so in the past. Further, unauthorized parties
may also attempt, or successfully endeavour, to obtain our intellectual property, confidential information, and
trade secrets through various methods, including through cybersecurity attacks, and legal or other methods of
protecting this data may be inadequate. In addition, our trade secrets may become known or independently
developed by our competitors, and in such cases, we may no longer be able to maintain the confidentiality of
such information.
Although no such proceedings have been initiated during the six months period ended September 30, 2025 and
during Fiscal 2025, Fiscal 2024 or Fiscal 2023, we may need to litigate to protect our intellectual property or
to defend against third party infringement. Any such litigation could be time consuming and costly, and the
outcome cannot be guaranteed. We may not be able to detect any unauthorised use or take appropriate and
timely steps to enforce or protect our intellectual property. Any inability to use or protect our intellectual
property could affect our relationships with our customers, which could materially and adversely affect our
brand, business, results of operations, cash flows and financial condition.
In addition, we may become subject to claims by third parties if we use slogans, names, designs, software or
other such subjects in breach of any intellectual property rights registered by such third party. Any legal
proceedings pursuant to such claims, or settlements thereunder, may divert management attention and require
us to pay financial compensation to such third parties, as well as compel us to change our marketing strategies
or brand names of our products and services, which could adversely affect our business, results of operations,
cash flows and financial condition.
57. We lease our registered and corporate office and a number of our key facilities. A failure to renew our
existing lease arrangements at commercially favourable terms or at all may have a material adverse effect
on our business, results of operations, cash flows and financial condition.
Our registered and corporate office is located at Office No. 324, Second Floor, Four Point, V.I.P. Road, Surat
395 007, Gujarat, India. Our registered and corporate office is leased for a term of 11 months until the end of
May 2026.
The following table sets forth details of our primary properties as at the date of this Updated Draft Red Herring
78Prospectus – I.
Address Description Type of arrangement Date of expiry
Office No. 324, Second Floor, Four Registered office and corporate Leave and license May 31, 2026
Point, V.I.P. Road, Vesu, Surat, office
395007, Gujarat, India
Plot no. 302, Ankleshwar GIDC, Steam generation and distribution Registered Lease Deed December 31,
393002, India 2030
Plot 303/c, Ankleshwar GIDC, Extended plot for nitrogen and Leave and License May 31, 2027
393002, India expansion
Plot no. 1801/P/1 3rd phase, Vapi Steam generation and distribution Leave and License November 11,
GIDC, 396195, India 2029
Plot A2/14, Phase 1, Vapi GIDC, Steam generation and distribution Leave and license November 30,
396191, India 2029
Plot No. 2801, GIDC Sarigam, Steam generation and distribution Leave and License October 31, 2029
Valsad District, 396155, India
Plot no. 128/3 Nandesari GIDC, Steam generation and distribution Registered Lease Deed October 25, 2028
Vadodara, 391340, India
Plot 510-511-512, Panoli GIDC, Steam generation and distribution Deed of Assignment - September 8,
Bharuch, 394115, India 99 Years 2087 for Plot
510 and May 7,
2087 For Plot
511-512
Plot No. E136, MIDC Tarapur, Vacant premises (upcoming 95 Years Lease December 31,
industrial Area, Boisar, Dist, facility)* 2116
Palghar, 401506, India
Plot 680/2, Jhagadia GIDC, 393110, Steam generation and distribution 99 Year Lease March 18, 2107
India
Block. 213, Gabheni, Surat, 394230, Vacant premises (upcoming 15 Year Sub-Lease May 30, 2039
India facility)*
Plot No. Z/85/2/A/1, Dahej SEZ, Steam generation and distribution Leave and License May 29, 2026-
392130, India extendibility May
29, 2053
Block 310, Hasot, Astha Gam, Vacant premises (upcoming Agreement to Sale Sale deed
Bharuch, 393030, India facility)* executed and
registered on
December 2,
2025.
Sur no. / Block no. 337 part of Waste to steam plant Possession advice from March 14, 2034
village Shahwadi, Ahmedabad, Ahmedabad Municipal
382405, India Corporation
Block No 159, Survey No 132/1, Land only- for coal storage Rent agreement October 31 ,
Kharvasa, Dindoli Road, Surat, 2026
Surat, 394210, India
Plot No. D-2-CH-73, Dahej II Vacant premises (upcoming Leave and license April 2, 2027
Industrial Estate, Ankleshwar, India facility)*
Plot No. 81, Global Textile, Block Warehouse Lease deed February 28,
No. 68-71, 72(a), Palsana Road, 2035
Surat, Surat, India
Plot 8108/1 Sachin GIDC, Sachin, Office Operation and March 31, 2026
Surat,394230 Maintenance
Agreement
* We have acquired vacant lands to support growth opportunities in the future and expansion in new and existing territories, as may be
decided by our management in line with our business requirements. Currently, we have four vacant premises at Gabheni, Tarapur, Hasot
(Bharuch) and Dahej. As on the date of the Updated Draft Red Herring Prospectus-I, there is no immediate business requirement for the
utilization of these land parcels at Hasot (Bharuch) and Gabheni. For our vacant premises of Hasot, our Company have entered into a
registered sale deed dated December 2, 2025. Our Company will evaluate and explore suitable opportunities for their utilization as and
when such business requirements arise. For vacant property at Tarapur and Dahej, we already have an upcoming project and the details
of the same are present on page 317.
We cannot assure you that we will be able to renew our leases on commercially acceptable terms or at all. While
we were able to renew our lease arrangements for our material properties during the six months period ended
September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, in the event that we are unable to in the
future we may be required to vacate our current premises and make alternative arrangements. We cannot assure
you that the new arrangements will be on commercially acceptable terms. If we are required to relocate our
business operations or shut down our operations during this period, we may suffer a disruption in our operations
79or have to pay increased charges. These events could have an adverse effect on our business, financial condition,
cash flows and results of operations.
In addition, the deeds for our existing and future leased properties may not be adequately stamped or such stamp
duty may not be accepted as evidence in a court of law. In those cases, we may be required to pay penalties for
inadequate stamp duty.
58. Failure or disruption of our IT systems may adversely affect our business, results of operations, cash flows
and financial condition.
We have implemented various information technology (“IT”) and/or enterprise resource planning (“ERP”)
solutions to cover key areas of our operations and accounting. In addition, IT is important to our processes and
management. We use an in-house IoT and enabled monitoring system as well as a Supervisory Control and
Data Acquisition (“SCADA”) system in our operations. Our IT solutions are potentially vulnerable to damage
or interruption from a variety of sources, which could result from (among other causes) cyber-attacks on or
failures of such infrastructure or compromises to its physical security, as well as from damaging weather or
other acts of nature. A significant or large-scale malfunction or interruption of one or more of our IT or ERP
systems or our monitoring IT systems could adversely affect our ability to keep our operations running
efficiently and affect product availability, particularly in the country, region or functional area in which the
malfunction occurs, and a wider or sustained disruption to our business could also occur. In addition, it is
possible that a malfunction of our data system security measures could enable unauthorized persons to access
sensitive business data, including information relating to our business strategy or information of our customers.
While we have not faced significant disruptions in the six months period ended September 30, 2025 or in Fiscal
2025, Fiscal 2024 or Fiscal 2023, any such malfunction or disruptions in the future could cause economic losses
for which we could be held liable or cause damage to our reputation. Any of these developments, alone or in
combination, could have a material adverse effect on our business, results of operations, cash flows and
financial condition.
Although we have had no incidents during the six months period ended September 30, 2025 or during Fiscal
2025, Fiscal 2024 or Fiscal 2023, the unavailability of, or our inability to retain, well trained employees capable
of constantly servicing our IT and/or ERP or monitoring systems may lead to inefficiency or disruption of our
operations and adversely affect our business, results of operations, cash flows and financial condition.
59. Our operations and the workforce, customers and/or third parties on property sites are exposed to various
hazards, which could adversely affect our business, results of operations, cash flows and financial condition.
We conduct various site studies to identify potential risks prior to the acquisition of any parcel of land or
development rights for a parcel of land and its construction and development. However, there are certain
unanticipated or unforeseen risks that may arise due to adverse weather and geological conditions such as
outbreaks of storms, hurricanes, lightning, floods, landslides, rockslides and earthquakes and other reasons. In
addition, our operations are subject to hazards inherent in providing such services, such as risk of equipment
failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may
cause injury and loss of life, severe damage to and destruction of property and equipment, and environmental
damage. Accidents and, 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.
If any one of these hazards or other hazards were to occur involving our workforce, customers and/or third
parties on property sites, our business, results of operations, cash flows and financial condition may be
adversely affected. Further, we may incur additional costs for reconstruction of our facilities which are damaged
by hazards which may not be covered adequately or at all by the insurance coverage we maintain, and this may
adversely affect our business, results of operations, cash flows and financial condition.
60. Our employees may engage in misconduct or other improper activities, including noncompliance with
regulatory standards and requirements.
We are exposed to the risk of employee misconduct. Such misconduct may include fraud, inventory loss and
intentional failures to comply with regulations applicable to our operations, provide accurate information to
regulatory authorities, comply with professional standards we have established or report financial information
or data accurately or disclose unauthorized activities to us. There can be no assurance that we will be able to
identify and deter such misconduct, and the precautions we adopt to detect and prevent this activity may not be
80effective in controlling unknown or unmanaged risk.
Our Company, through our Director, Yadav Lalankumar Dayanand, filed a first information report dated October
18, 2023 under the sections 34, 120B, 406 and 408 of the Indian Penal Code, 1860 at the Surat City police station
against the supervisors of our Company, Rudrapratapsingh Triloknath Singh and Bharat Patil for theft of coal
imported by our Company from Indonesia, weighing total of 119.09 tonnes, worth approximately ₹900,000
(“Purchased Coal”). The Purchased Coal was scheduled to be emptied at a designated port. However, upon
inspection of the designated port, it was found that the Purchased Coal was not available. The matter is still
pending.
Although we have had no further material incidents of employee misconduct during the six months period
ended September 30, 2025 and during Fiscal 2025, Fiscal 2024 or Fiscal 2023, there is no assurance that our
employees will not engage in future misconduct. In such cases, we could face criminal penalties, fines,
revocation of regulatory approvals and harm to our reputation, which could adversely affect our business, results
of operations, cash flows and financial condition.
61. As a publicly listed company, we will be subject to additional compliance requirements and increased
scrutiny. Certain of our Directors do not have any prior experience in directorship of listed entities, which
may affect the ability to meet these additional compliance requirements and making key decisions.
As a publicly listed company we will be subjected to the compliance requirements and increased scrutiny of
our affairs by Shareholders, regulators and the public at large associated with being a publicly listed company.
As a publicly listed company, we will incur significant legal, accounting, corporate governance and other issues
that were not present as an unlisted company. Certain of our Directors do not have prior experience on the board
of directors of publicly listed companies which may affect our ability to meet the additional compliance
requirements and scrutiny we receive as a public listed company and be detrimental to our Board of Directors
when making key decisions, which in turn could adversely affect our business, results of operations and
financial condition. For further information on our Directors, see “Our Management - Board of Directors” on
page 346.
62. Information relating to the plant capacity, production and capacity utilisation and of our industrial gas
facilities included in this Updated Draft Red Herring Prospectus – I are based on various assumptions and
estimates and future generation and capacity may vary.
Information relating to the plant capacity, production in tonnes and capacity utilisation of our industrial gas
facilities included in this Updated Draft Red Herring Prospectus – I is based on various assumptions and
estimates of our management and independent certified engineers, including assumptions relating to capacity
calculation practice of the industrial gas industry, period during which the facility operates in a year, downtime
resulting from scheduled maintenance activities, unscheduled breakdowns, as well as expected operational
efficiencies. For detailed information on plant capacity, production in tonnes and capacity utilisation, see “Our
Business – Our Facilities” on page 299. Actual steam and other industrial gases generated, and capacity
utilization rates may differ significantly from historical capacity utilization of our industrial gas facilities.
Investors should therefore not place undue reliance on our historical installed capacity information included in
this Updated Draft Red Herring Prospectus – I.
63. We track certain operational metrics with internal systems and tools. Certain of our operational metrics are
subject to inherent challenges in measurement which may adversely affect our business and reputation.
We track certain operational metrics, including volumes, plant capacity, production, capacity utilization, steam
distributed and certain financial metrics with internal systems and tools which may differ from estimates or
similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on
which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking
these metrics may change over time, which could result in unexpected changes to our metrics. If the internal
systems and tools we use to track these metrics undercount or over count performance or contain algorithmic
or other technical errors, the data we report may not be accurate. While these numbers are based on what we
believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent
challenges in measuring how our platforms are used across large populations. In addition, limitations or errors
with respect to how we measure data or with respect to the data that we measure may affect our understanding
of certain details of our business, which could affect our long-term strategies. If our operating metrics are not
81accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if
we discover material inaccuracies with respect to these figures, we expect that our business, reputation, results
of operations, cash flows and financial condition would be adversely affected.
64. If we are unable to establish and maintain an effective internal controls and compliance system, our business
and reputation could be adversely affected.
We are responsible for establishing and maintaining adequate internal measures commensurate with the size
and complexity of our operations. Our internal audit functions evaluate the adequacy and effectiveness of our
internal systems on an ongoing basis to ensure our operations adhere to our policies, compliance requirements
and internal guidelines. We periodically test and update our internal processes and systems, and there have been
no past material instances of failure to maintain effective internal controls and compliance system. However,
we are exposed to operational risks arising from the potential inadequacy or failure of internal processes or
systems, and our actions may not be sufficient to ensure effective internal checks and balances in all
circumstances.
We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and prevent
financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis.
Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses
in judgment and failures that result from human error.
Further, our operations are subject to applicable anti-corruption laws. These laws generally prohibit us and our
employees and intermediaries from bribing, being bribed or making other prohibited payments to government
officials or other persons to obtain or retain business or gain some other business advantage. We participate in
collaborations and relationships with third parties whose actions could potentially subject us to liability under
these laws. While our code of conduct requires our employees and intermediaries to comply with all applicable
laws, and we continue to enhance our policies and procedures in an effort to ensure compliance with applicable
anti-corruption laws and regulations, these measures may not prevent the breach of such anti-corruption laws,
as there are risks of such breaches in emerging markets, such as India. If we are not in compliance with
applicable anti-corruption laws, we may be subject to criminal and civil penalties, disgorgement and other
sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business,
results of operations, cash flows and financial condition. Likewise, any investigation of any potential violations
of anti-corruption laws by the relevant authorities could also have an adverse impact on our business and
reputation.
65. Fraud or improper conduct may delay the development of a project and adversely affect our business, results
of operations, cash flows and financial condition.
The industrial gas generation market in India is subject to the risks of fraud and improper practices. Employees,
contractors or customers involved in our new project construction and our operations may become involved in
corruption, fraud or improper conduct, including bribery, deliberate poor workmanship, theft or embezzlement.
Our Company, through our Director, Yadav Lalankumar Dayanand, filed a first information report dated October
18, 2023 under the sections 34, 120B, 406 and 408 of the Indian Penal Code, 1860 at the Surat City police station
against the supervisors of our Company, Rudrapratapsingh Triloknath Singh and Bharat Patil for theft of coal
imported by our Company from Indonesia, weighing total of 119.09 tonnes, worth approximately ₹900,000
(“Purchased Coal”). The Purchased Coal was scheduled to be emptied at a designated port. However, upon
inspection of the designated port, it was found that the Purchased Coal was not available. The matter is still
pending.
No further instances have occurred in relation to material fraud or improper conduct (including bribery,
deliberate poor workmanship, theft or embezzlement) in our facilities during the six months period ended
September 30, 2025 or during Fiscal 2025, Fiscal 2024 or Fiscal 2023 that have had any material impact on our
business, results of operations, cash flows or financial condition. However, if we or any other persons involved
in any of our facilities are the victim of, or involved in, any such practices, our reputation or our ability to
complete the relevant facilities as contemplated may be disrupted, thereby adversely affecting our business,
results of operations, cash flows and financial condition.
66. Certain sections of this Updated Draft Red Herring Prospectus – I contain information from the F&S Report
which we commissioned and purchased and any reliance on such information for making an investment
82decision in the Offer is subject to inherent risks.
Certain sections of this Updated Draft Red Herring Prospectus – I include information based on, or derived
from, the F&S Report prepared and issued by Frost & Sullivan, which is not related to our Company, Promoter,
Directors, Key Managerial Personnel or Senior Management Personnel. We commissioned and paid for this
report exclusively for the purpose of confirming our understanding of the industrial gas generation industry in
connection with the Offer. All such information in this Updated Draft Red Herring Prospectus – I indicates the
F&S Report as its source. Accordingly, any information in this Updated Draft Red Herring Prospectus – I
derived from, or based on, the F&S Report should be read taking into consideration the foregoing.
Frost & Sullivan was appointed by our Company pursuant to an engagement letter dated December 21, 2024
and is not related to our Company, our Directors, our Promoters, our Subsidiary, our Key Managerial Personnel,
Senior Management or BRLM.
Industry sources and publications are prepared based on information as of specific dates and may no longer be
current or reflect current trends. Industry sources and publications may also base their information on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the
accuracy, adequacy or completeness of the data. Further, the F&S Report is not a recommendation to invest /
disinvest in any company covered in the F&S Report. Accordingly, prospective investors should not place
undue reliance on, or base their investment decision solely on this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking
any investment in the Offer pursuant to reliance on the information in this Updated Draft Red Herring
Prospectus – I based on, or derived from, the F&S Report . You should consult your own advisors and undertake
an independent assessment of information in this Updated Draft Red Herring Prospectus – I based on, or derived
from, the F&S Report before making any investment decision regarding the Offer. See “Industry Overview” on
page 210. For the disclaimers associated with the F&S Report , see “Certain Conventions, Presentation of
Financial, Industry and Market Data and Currency of Presentation – Industry and Market Data” on page 17.
67. We have in this Updated Draft Red Herring Prospectus – I included certain Non-GAAP Measures that may
vary from any standard methodology that is applicable across the industrial gas generation industry and may
not be comparable with financial information of similar nomenclature computed and presented by other
companies.
Certain Non-GAAP Measures relating to our operations have been included in this Updated Draft Red Herring
Prospectus – I. For further details on the key performance indicators and non-GAAP financial measures used
in this Updated Draft Red Herring Prospectus – I, see “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation—Non-GAAP financial measures” on page 16. We compute and
disclose such Non-GAAP Measures as we consider such information to be useful measures of our business and
financial performance, and because such measures are frequently used by securities analysts, investors and
others to evaluate the operational performance of industrial gas generation companies, many of which provide
such Non-GAAP Measures and other industry related statistical and operational information. Such
supplemental financial and operational information is therefore of limited utility as an analytical tool, and
investors are cautioned against considering such information either in isolation or as a substitute for an analysis
of our audited and restated financial statements as reported under applicable accounting standards disclosed
elsewhere in this Updated Draft Red Herring Prospectus – I. These Non-GAAP Measures and such other
industry related statistical and other information relating to our operations and financial performance may not
be computed on the basis of any standard methodology that is applicable across the industry and are not
measures of operating performance or liquidity defined by generally accepted accounting principles, and
therefore may not be comparable to financial measures and industry related statistical information of similar
nomenclature that may be computed and presented by other industrial gas generation companies.
External Risks
68. A slowdown in economic growth in India could have a negative impact on our business, results of operations,
cash flows and financial condition.
83Our performance and the growth of our business are dependent on the health and economic growth of the overall
Indian economy. Any slowdown or perceived slowdown in the Indian economy, including the Indian energy
sector, could materially and adversely affect our business, results of operations, cash flows and financial
condition. In addition, an increase in trade deficit, or a decline in India’s foreign exchange reserves could
negatively affect liquidity, which could adversely affect the Indian economy and our business. Any downturn
in the macroeconomic environment in India could also adversely affect our business, results of operations, cash
flows and financial condition.
India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather
conditions affecting agriculture, commodity and energy prices as well as various other factors like global
pandemics. A slowdown in the Indian economy could adversely affect the policy of the Government regarding
the industrial gas generation industry, which may in turn adversely affect our business, results of operations,
cash flows and financial condition and our ability to implement our business strategy.
69. Our business is affected by global economic conditions, which may have an adverse effect on our business,
results of operations, cash flows and financial condition.
The Indian economy and its securities markets are influenced by global economic developments and volatility
in securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities markets
and indirectly affect the Indian economy in general. Any worldwide financial instability could also have a
negative impact on the Indian economy, including the movement of exchange rates and interest rates in India
and could then adversely affect our business, financial performance and the price of our Equity Shares.
China is one of India’s major trading partners and there are rising concerns of a strained relationship with India,
which could have an adverse impact on the trade relations between the two countries. Developments in the
ongoing conflict between Russia and Ukraine, between Israel and Iran, between Israel and Hamas and between
Houthi forces and Israel and certain western countries, have resulted in and may continue to result in a period
of sustained instability across global financial markets, induce volatility in commodity prices, adversely impact
availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause
outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India.
If we are unable to successfully anticipate and respond to changing economic and market conditions, our
business, results of operations, cash flows and financial condition may be adversely affected.
70. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and subject to change. The Government
or State governments in India may implement new laws or other regulations and policies that could affect our
business in general, which could lead to new compliance requirements, including requiring us to obtain
approvals and licenses from the Government, State governments and other regulatory bodies, or impose onerous
requirements.
Community boilers, as part of a larger industrial infrastructure, must meet these evolving standards, which can
be costly and complicated to implement. Staying ahead of these regulations requires continuous investment in
system upgrades, staff training, and monitoring to maintain compliance.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing
law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited
body, of administrative or judicial precedent, may be time consuming as well as costly for us to resolve and
may impact the viability of our current business or restrict our ability to grow our business in the future. We
may incur increased costs and other burdens relating to compliance with such new requirements, which may
also require significant management time and other resources, and any failure to comply may adversely affect
our business, results of operations, cash flows and financial condition.
71. Natural calamities, climate change and health epidemics and pandemics in India could adversely affect our
business, results of operations, cash flows and financial condition. In addition, hostilities, terrorist attacks,
civil unrest and other acts of violence could adversely affect our business, results of operations, cash flows
84and financial condition.
India has experienced natural calamities, such as earthquakes and floods, as well as the global Covid-19
pandemic, in recent years. These events could have an adverse impact on the Indian economy, which, in turn,
could adversely affect our business, and they may also damage or destroy our facilities or other assets. Further,
such events also may lead to the disruption of, or damage, to construction equipment and machines, information
systems, electrical systems and telecommunication services for sustained periods. Natural calamities also may
make it difficult or impossible for employees to reach our business locations. Damage or destruction that
interrupts our operations or assets could adversely affect our reputation, our relationships with our customers,
our senior management team’s ability to administer and supervise our business or it may cause us to incur
substantial additional expenditure to repair or replace damaged assets and equipment. Though some of the
losses are covered under appropriate insurance, the above factors may still adversely affect our business, results
of operations, cash flows and financial condition.
India has from time-to-time experienced instances of social, religious and civil unrest and hostilities between
neighbouring countries. Military activity or terrorist attacks in the future could influence the Indian economy
by disrupting communications and making travel and logistics more difficult. Such political tensions also could
create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this
nature in the future, as well as social and civil unrest within other countries in Asia and Europe, could influence
the Indian economy and could have a material adverse effect on the market for securities of Indian companies.
72. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative
impact on our business, results of operations, cash flows and financial condition.
Our borrowing costs and access to the debt capital markets depend significantly on the credit ratings of India.
Any adverse revisions to credit ratings for India by international rating agencies may adversely impact our
ability to raise additional financing and the interest rates and other commercial terms at which such funding is
available. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax
or fiscal policy, which is outside our control. This could have an adverse effect on our ability to fund our growth
on favourable terms and consequently adversely affect our business and financial performance and the price of
the Equity Shares.
73. Any acquisition of our land or properties by the Government may adversely affect our business, results of
operations, cash flows and financial condition. Further, land title in India can be uncertain, and it may be
subject to onerous conditions which may restrict its use.
The right to own property in India is subject to restrictions that may be imposed by the Government. In
particular, the Government under the provisions of the Right to Fair Compensation and Transparency in Land
Acquisition, Rehabilitation and Resettlement Act, 2013 (the “Land Acquisition Act”) has the right to
compulsorily acquire any land if such acquisition serves a “public purpose” after providing compensation to
the owner of the land. However, the compensation paid pursuant to any such acquisition may not be adequate
to compensate the owner for the loss of the property or the disruptions of operations thereon. The likelihood
of such acquisitions may increase as central and state governments seek to acquire land for the development of
infrastructure projects such as roads, railways, airports and townships. In addition, we may face difficulties in
complying with the provisions of the Land Acquisition Act due to limited legal interpretation in the event our
interpretation differs from, or contradicts with, any judicial pronouncements or clarifications issued by the
Government. In the future, we may face regulatory actions or we may be required to undertake remedial steps.
Any such action in respect of any of the facilities in which we are investing or may invest in the future may
adversely affect our business, results of operations, cash flows and financial condition.
There is no central title registry for real property in India, and the documentation of land records in India has
not been fully computerized. Property records in India are generally maintained at the state and district level
and in local languages and, while digitization is proceeding in many states, have historically been updated
manually through physical records. Therefore, property records may not be available online for inspection or
updated in a timely manner, may be illegible, untraceable, incomplete or inaccurate in certain respects, or may
have been kept in poor condition, which may impede title investigations or our ability to rely on such property
records. In addition, there may be a discrepancy between the duration of the principal lease under different
orders issued by state governments in respect of a particular parcel of revenue land. Furthermore, title to land
in India is often fragmented, and in many cases, land may have multiple owners. Title may also suffer from
irregularities, such as non-execution or non-registration of conveyance deeds and inadequate stamping, pending
85or on-going litigation and may be subjected to encumbrances of which we are unaware. In some cases, owners
and those traditionally occupying or using land may differ. Any defects in, or irregularities of, title may result
in a loss of development or operating rights over the land that we have identified for our facilities.
74. Insufficient or unreliable Indian physical infrastructure could adversely impact our business, results of
operations, cash flows and financial condition.
India’s physical infrastructure is less developed as compared to many developed nations. Any congestion or
disruption with India’s electricity grid, road and rail networks, communication systems or other public facilities
could disrupt our normal business activities. Any deterioration of India’s physical infrastructure would harm
the national economy, disrupt construction industry, including our industrial gas generation facilities, and add
costs to doing business in India. These problems could interrupt our business operations, which could have
adverse effect on our business, results of operations, cash flows and financial condition.
75. Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS,
which may be material to the financial statements prepared and presented in accordance with Ind-AS
contained in this Updated Draft Red Herring Prospectus – I.
The Restated Summary Statements are derived from the audited interim financial statements as at and for the
six months period ended September 30, 2025, prepared in accordance with Ind AS 34 Interim Financial
Reporting, which were prepared after making suitable adjustments to the accounting heads from their Indian
GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and
optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS
(April 1, 2023) and as per the presentation, accounting policies and grouping/classifications including revised
Schedule III disclosures followed as at and for the six months period ended September 30, 2025, which confirms
that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind
AS) and that these financial statements are required for all the three years including stub period, based on e-
mail dated October 28, 2021 from SEBI to AIBI and restated in accordance with requirements of Section 26 of
Part I of Chapter III of the Companies Act, 2013 (as amended), the SEBI ICDR Regulations (as amended) and
the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI. Ind AS differs
in certain significant respects from Indian GAAP and IFRS and other accounting principles with which
prospective investors may be familiar in other countries. If our financial statements were to be prepared in
accordance with such other accounting principles, our results of operations, cash flows and financial position
may be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements, and consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. Any reliance
by persons not familiar with Indian accounting practices on the financial disclosures presented in this Updated
Draft Red Herring Prospectus – I should be limited accordingly.
76. We may be affected by competition laws in India and any adverse application or interpretation of these laws
may adversely affect our business, results of operations, cash flows and financial condition.
The Competition Act, 2002, of India, as amended (the “Competition Act”), regulates practices having an
appreciable adverse effect on competition (“AAEC”) in the relevant market in India. Under the Competition
Act, any formal or informal arrangement, understanding, or action in concert, which causes or is likely to cause
an AAEC, is considered void and may result in the imposition of substantial penalties. Further, any agreement
among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or
controls production, supply, markets, technical development, investment, or the provision of services, or shares
the market or source of production or provision of services in any manner, including by way of allocation of
geographical area or number of customers in the relevant market or directly or indirectly results in bid-rigging
or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits
abuse of a dominant position by any enterprise.
On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to
become the Competition (Amendment) Act, 2023 (the “Competition Amendment Act”), amending the
Competition Act and providing the CCI additional powers to prevent practices that harm competition and the
interests of consumers. It has been enacted to increase the ease of doing business in India and enhance
transparency. The Competition Amendment Act, among other things, modifies the scope of certain factors used
to determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI and empowers
the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements and abuse
86of dominant position.
The Competition Act aims to prohibit all agreements and transactions that may have an AAEC in India.
Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further,
the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination
occurring outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact
of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty
at this stage. We may be affected, directly or indirectly, by the application or interpretation of any provision of
the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may
be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied
under the Competition Act, it would adversely affect our business, results of operations, cash flows and financial
condition.
77. Investors may not be able to enforce a judgment of a foreign court against us.
Our Company is a company incorporated under the laws of India. Our Board of Directors comprises members
who are all Indian citizens. All of our Key Managerial Personnel and Senior Management are residents of, and
located in, India and all of our assets are located in India. As a result, it may not be possible for investors
outside India to effect service of process upon our Company or such persons in India or to enforce against them
judgments obtained in courts outside India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a
limited number of jurisdictions, which includes, among others, the United Kingdom, Singapore, United Arab
Emirates and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet
certain requirements of the Code of Civil Procedure, 1908. Judgments or decrees from jurisdictions that do not
have reciprocal recognition with India cannot be executed in India. Therefore, a final judgment for the payment
of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated
solely upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if an
investor obtained a judgment in such a jurisdiction against us or our officers or directors, the investor may be
required to institute a new proceeding in India and obtain a decree from an Indian court. However, the party in
whose favour such final judgment is rendered may bring a new suit in a competent court in India based on a
final judgment that has been obtained in a non-reciprocating territory within three years of obtaining such final
judgment in the same manner as any other suit filed to enforce a civil liability in India. If, and to the extent
that, an Indian court were of the opinion that fairness and good faith so required, it would, under current practice,
give binding effect to the final judgment that had been rendered in the non-reciprocating territory, unless such
a judgment contravenes principles of public policy in India. It is unlikely that an Indian court would award
damages on the same basis or to the same extent as was awarded in a final judgment rendered by a court in
another jurisdiction if the Indian court believed that the amount of damages awarded was excessive or
inconsistent with Indian practice. In addition, any person seeking to enforce a foreign judgment in India is
required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the execution of
such a judgment.
78. The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio based
on the Offer Price of our Company, may not be indicative of the market price of the Company on listing or
thereafter.
Set forth below are details regarding our revenue from operations and restated profit / (loss) after tax for the
period and fiscal years indicated.
(in ₹ millions)
Particulars Six months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30,
2025
Revenue from operations 2,384.17 3,951.06 2,917.10 3,155.39
Net profit for the period/year 130.85 311.61 271.86 333.99
Our market capitalization to revenue from operations (Fiscal 2025) multiple is [●] times and our price to
earnings ratio (based on Fiscal 2025 restated profit / (loss) after tax for the year) is [●] at the upper end of the
Price Band and [●] at the lower end of the Price Band. The Offer Price of the Equity Shares is proposed to be
determined on the basis of assessment of market demand for the Equity Shares offered through a book-building
87process, and certain quantitative and qualitative factors as set out in “Basis for Offer Price” on page 194, and
the Offer Price, multiples and ratios may not be indicative of the market price of the Company on listing or
thereafter. Investors are advised to make an informed decision while investing in our Company taking into
consideration the price per share that will be published in price advertisement, the revenue generated per share
in the past and the market capitalization of our company vis-à-vis the revenue generated per share.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that
a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.
Accordingly, any valuation exercise undertaken for the purposes of the Offer by our Company would not be
based on a benchmark with our industry peers. The relevant financial parameters based on which the Price Band
would be determined, shall be disclosed in the advertisement that would be issued for publication of the Price
Band.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the steel fabrication industry we operate
in, developments relating to India, announcements by us or our competitors of significant acquisitions, strategic
alliances, our competitors launching significant new projects, announcements by third parties or governmental
entities of significant claims or proceedings against us, volatility in the securities markets in India and other
jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by
research publications, and changes in economic, legal and other regulatory factors.
79. The Offer Price may not be indicative of the market price of the Equity Shares after the Offer.
The Offer Price of the Equity Shares will be determined by our Company in consultation with the BRLM
through the Book Building Process. This price will be based on numerous factors, as described under the chapter
“Basis for Offer Price” beginning on page 194 and may not be indicative of the market price for the Equity
Shares after the Offer. The market price of the Equity Shares could be subject to significant fluctuations after
the Offer and may decline below the Offer Price. We cannot assure you that you will be able to resell their
Equity Shares at or above the Offer Price.
80. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the
Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the
current market price of some securities listed pursuant to certain previous issues managed by the Book
Running Lead Manager is below their respective issue prices.
The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company in consultation with the Book Running Lead Manager. Furthermore, the Offer Price of the Equity
Shares will be determined by our Company in consultation with the Book Running Lead Manager through the
Book Building Process. These will be based on numerous factors, including factors as described under “Basis
for Offer Price” on page 194 and may not be indicative of the market price for the Equity Shares after the Offer.
In addition, the current market price of securities listed pursuant to certain previous initial public offerings
managed by the Book Running Lead Manager is below their respective issue price. For further details, see
“Other Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLM”
commencing on page 562. 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.
81. Subsequent to listing the Equity Shares, we may be subject to pre-emptive surveillance measures by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with
respect to the shares of listed companies in India (the “Listed Securities”) to enhance market integrity,
safeguard the interests of investors and potential market abuses. In addition to various surveillance measures
already implemented, and to further safeguard the interest of investors, the SEBI and the Stock Exchanges have
introduced additional surveillance measures (“ASM”) and graded surveillance measures (“GSM”).
88ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain
objective parameters such as price-to-earnings ratio, percentage of delivery, client concentration, variation in
volume of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on
Listed Securities where their price quoted on the Stock Exchanges is not commensurate with, among other things,
the financial performance and financial condition measures such as earnings, book value, fixed assets, net worth,
other measures such as price-to-earnings multiple and market capitalization.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors, which may result in high volatility in price, and low trading volumes as a percentage of combined
trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or other
circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in
significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These
restrictions may include requiring higher margin requirements, limiting trading frequency or freezing of price
on the upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the
Stock Exchanges. The imposition of these restrictions on trading may have an adverse effect on the market
price, trading and liquidity of our Equity Shares. Any such instance may adversely affect our reputation and
divert our management’s attention and may also decrease the market price of our Equity Shares, which could
cause you to lose some or all of your investment.
82. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, the 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 and our Articles of Association may not be as extensive and widespread as shareholders’ rights
under the laws of other countries or jurisdictions. Investors may face increased challenges in asserting their
rights as a shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.
83. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares independent of our operating results.
Upon listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse
movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares
outside India because of, for example, a delay in regulatory approvals that may be required for the sale of Equity
Shares may reduce the proceeds received by Shareholders. The exchange rate between the Indian Rupee and
the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the
future, which may have an adverse effect on the returns on our Equity Shares independent of our operating
results.
84. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations
following the completion of the Offer, an active trading market for the Equity Shares may not develop, the
price of our Equity Shares may be volatile and may not be indicative of the market price of Equity Shares
after the Offer, and you may be unable to resell your Equity Shares at or above the Offer Price or at all.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market for our
Equity Shares may not develop. Listing and quotation does not guarantee that a market for our Equity Shares
will develop or, if developed, the liquidity of such market for our Equity Shares. Investors might not be able to
rapidly sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares. The Offer
Price of our Equity Shares will be determined through a book-building process and may not be indicative of the
market price of our Equity Shares at the time of commencement of trading of our Equity Shares or at any time
thereafter.
There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our
Equity Shares after this Offer could fluctuate significantly as a result of market volatility or due to various
internal or external risks, including those described in this Updated Draft Red Herring Prospectus – I. These
broad market fluctuations and industry factors may materially reduce the market price of our Equity Shares,
89regardless of our Company’s performance. In addition, following the expiry of the six-month locked-in period
on certain portions of the pre-Offer Equity Share capital, our Promoter may sell his shareholding in our
Company, depending on market conditions and its investment horizon. Any perception by investors that such
sales might occur could additionally affect the trading price of our Equity Shares. Consequently, the price of
our Equity Shares may be volatile, and you may be unable to sell your Equity Shares at or above the Offer Price
or at all. A decrease in the market price of our Equity Shares could cause investors to lose some or all of their
investment.
85. We cannot assure payment of dividends on the Equity Shares in the future.
Our Company has a formal dividend policy as on the date of this Updated Draft Red Herring Prospectus – I.
However, our Company has not declared dividends on our Equity Shares during the current Fiscal 2026 or
during Fiscal 2025, Fiscal 2024 and Fiscal 2023. Our ability to pay dividends in the future will depend upon
our dividend policy, future results of operations, financial condition, cash flows, working capital requirements
and capital expenditure requirements and other factors considered relevant by our Directors and Shareholders.
Our ability to pay dividends may also be restricted under our financing arrangements from time to time. We
cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future.
For details pertaining to dividend policy, see “Dividend Policy” on page 371.
86. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on the
Equity Shares.
Under current Indian tax laws, capital gains arising from the sale of equity shares held as investments in an
Indian company are generally taxable in India unless specifically exempted. Securities transaction tax (“STT”)
will be levied on and collected by the domestic stock exchange on which the Equity Shares are sold. Any
capital gain realized on the sale of listed equity shares on a Stock Exchange held for more than 12 months
immediately preceding the date of transfer 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, STT
paid, the quantum of gains and any available treaty relief. Any capital gains realized on the sale of listed equity
shares held for a period of 12 months or less immediately preceding the date of transfer will be subject to short
term capital gains tax in India. The capital gains tax applicable at the time of sale of equity shares on a stock
exchange or off-market sale is subject to change from time to time.
The Finance Act, 2019 made various amendments in the taxation laws and 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 transferee, while in other cases of transfer for consideration through a depository the
liability will be on the transferor. The stamp duty for a 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 came into effect on July 1, 2020. Capital gains arising from the sale of the Equity Shares
will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a
treaty between India and the country of which the transferor is a resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for
tax in India as well as in their own jurisdiction on any gain realized upon the sale of Equity Shares.
The Finance Act, 2020 also has, amongst others things, notified changes and provided a number of amendments
to the direct and indirect tax regime, including a simplified alternate direct tax regime and that dividend
distribution tax will not 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, and are subject to tax deduction at source. We may or may not grant the
benefit of a tax treaty (where applicable) to a non-resident Shareholder for the purposes of deducting tax at
source from such dividend. Investors should consult their own tax advisors about the consequences of investing
or trading in the Equity Shares.
In addition, the Government recently introduced various amendments to the Income Tax Act, vide the Finance
Act, 2025. We have not fully determined the impact of these recent and proposed laws and regulations on our
business, results of operations, cash flows and financial condition. Unfavourable changes in or interpretations
of existing, or the promulgation of new, laws, rules and regulations including foreign investment and stamp
duty laws governing our business and operations could result in us being deemed to be in contravention of such
laws and may require us to apply for additional approvals
9087. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are
not permitted to withdraw their Bids after Bid/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. Retail 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 six Working Days from the Bid/Offer Closing Date, or such other time period as
required under the applicable laws, events affecting the Bidders’ decision to invest in the Equity Shares,
including material adverse changes in macro-economic conditions, our business, results of operations, cash
flows and financial condition may arise between the date of submission of the Bid and Allotment. Our Company
may complete the Allotment of the Equity Shares even if such events occur, and such events limit the Bidders’
ability to sell the Equity Shares Allotted or cause the trading price of the Equity Shares to decline on listing.
88. There is no guarantee that our Equity Shares will be listed on the BSE and 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 by SEBI, our Equity
Shares are required to be listed on the BSE and 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.
89. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law
and could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its
Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain
their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive
rights have been waived by the adoption of a special resolution by holders of three-fourths of the Equity Shares
who have voted on such resolution. However, if the laws of the jurisdiction where holders are located does not
permit the exercise of such pre-emptive rights without our filing an offering document or registration statement
with the applicable authority in such jurisdiction, the holders will be unable to exercise such pre-emptive rights
unless we make such a filing. The Company may elect not to file a registration statement in relation to pre-
emptive rights otherwise available by Indian law to the holders. To the extent that the holders are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, they may suffer future dilution of their
ownership position and their proportional interests in our Company would be reduced.
90. Any future issuance of Equity Shares, convertible securities or other equity linked securities by our Company
may dilute investors’ shareholding, and sales of the Equity Shares by our Promoter or other Shareholders
may adversely affect the trading price of our Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us
may lead to the dilution of investors’ shareholdings in us. Any disposal of Equity Shares by our 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. This may lead to other adverse consequences including difficulty in raising capital through offering of
the Equity Shares or incurring additional debt. In addition, the disposal, pledge or encumbrance of the Equity
Shares by our Promoter or other Shareholders, or the perception that such transactions may occur, may affect
the trading price of the Equity Shares. There can be no assurance that we will not issue further Equity Shares
or that the Shareholders will not dispose of the Equity Shares. Such securities may also be issued at prices
below the Offer Price.
91. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions
91under Indian law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Although the SEBI Takeover Regulations have been
formulated to ensure that interests of investors/shareholders are protected, these provisions may also discourage
a third party from attempting to take control of our Company. Consequently, even if a potential takeover of our
Company would result in the purchase of the Equity Shares at a premium to their market price or would
otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated.
92. Foreign investors are subject to investment restrictions under Indian laws, which limit the ability to attract
foreign investors, which may adversely impact the market price of Equity Shares.
Foreign ownership of Indian securities is subject to Government regulation. Under the foreign exchange
regulations currently in force in India, transfer of shares between non-residents and residents is freely permitted
(subject to compliance with sectoral norms and certain other restrictions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with
such pricing guidelines or reporting requirements or does not fall under any of the exceptions specified by the
RBI, then prior approval of the RBI will be required. Further, 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.
In addition, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India require a no objection or a tax clearance
certificate from the Indian income tax authority. We cannot assure investors that any required approval from
the RBI or any other Indian government agency can be obtained on any particular terms or at all.
Further, pursuant to Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April
22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country that
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 only be made through Government approval route, as prescribed in the
Consolidated FDI Policy and the FEMA Rules. These investment restrictions also apply to subscribers of
offshore derivative instruments. The Company cannot assure investors that any required approval from the RBI
or any other government agency can be obtained on any particular terms or at all.
For further details, please see “Restrictions on Foreign Ownership of Indian Securities” on page 601.
92SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares (1)(2)(7) Up to [●] Equity Shares of face value of ₹ 2 each,
aggregating up to ₹ 4,250.00 million
of which:
Fresh Issue(1) (7) Up to [●] Equity Shares of face value of ₹ 2 each
aggregating up to ₹ 3,450.00 million
Offer for Sale (2) Up to [●] Equity Shares of face value of ₹ 2 each
a ggregating up to ₹ 800.00 million
The Offer comprises:
A) QIB Portion (3) Not more than [●] Equity Shares of face value of ₹ 2 each
aggregating up to ₹ [●] million
of which:
i. Anchor Investor Portion Up to [●] Equity Shares of face value of ₹ 2 each
ii. Net QIB Portion available for allocation to QIBs other than Up to [●] Equity Shares of face value of ₹ 2 each
Anchor Investors (assuming Anchor Investor Portion is
fully subscribed)
of which:
a. Available for allocation to Mutual Funds only (5% of the Up to [●] Equity Shares of face value of ₹ 2 each
Net QIB Portion)
b. Balance of QIB Portion for all QIBs including Mutual Up to [●] Equity Shares of face value of ₹ 2 each
Funds
B) Non-Institutional Portion (5) (6) Not less than [●] Equity Shares of face value of ₹ 2 each
aggregating up to ₹ [●] million
of which:
One-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 2 each
allocation to Bidders with an application size more than ₹
200,000 and up to ₹ 1,000,000
Two-third of the Non-Institutional Portion available for [●] Equity Shares of face value of ₹ 2 each
allocation to Bidders with an application size of more than ₹
1,000,000
C) Retail Portion (3) (7) Not less than [●] Equity Shares of face value of ₹ 2 each
aggregating up to ₹[●] million
Pre and post-Offer Equity Shares [●]
Equity Shares outstanding prior to the Offer (as at the date of 225,976,750 Equity Shares of face value of ₹ 2 each
this Updated Draft Red Herring Prospectus-I )
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 2 each
Use of Net Proceeds See “Objects of the Offer” beginning on page 133 for
information about the use of the Net Proceeds. Our
Company will not receive any proceeds from the Offer for
Sale.
1. The Offer has been authorized by a resolution of our Board dated June 17, 2025 and the Fresh Issue has been authorised by a special
resolution of our Shareholders dated June 18, 2025.
2. Our Board has taken on record the consent of the Promoter Selling Shareholder to participate in the Offer for Sale pursuant to its resolution
dated June 30, 2025. The Promoter Selling Shareholder has consented his participation in the Offer for Sale to the extent of the Offered
Shares pursuant to his consent letter. The details of such authorisation is provided below:
Name of the Promoter Selling Aggregate amount of Offer Number of Equity Shares Date of consent letter
Shareholder for Sale (₹ million) offered in the Offer for Sale
Vishal Sanwarprasad Budhia Up to ₹ 800.00 [●] June 27, 2025
The Promoter Selling Shareholder confirms that the Equity Shares being offered by them are eligible for being offered for sale pursuant
to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations.
3. Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor
Investors. 33.33% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds and 6.67% for life insurance companies
and pension funds. In case of any under-subscription in the portion reserved for life insurance companies and pension funds the allocation
shall be made to domestic Mutual Funds. Subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity Shares in the
Anchor Investor Portion shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer
93Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for
Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than
Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” and “Offer Structure” on pages 579 and 574.
4. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would
be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of our Company,
in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable law. The requirement for
minimum subscription is not applicable to the Offer for Sale. In case of under-subscription in the Offer, the Equity Shares will be Allotted
in the following manner such number of Equity Shares will first be Allotted by our Company such that (i) 100% of the Fresh Issue portion
is subscribed; and (ii) upon (i), all the Equity Shares held by the Promoter Selling Shareholder and offered for sale in the Offer for Sale
will be Allotted. See “Terms of the Offer–Minimum Subscription” on page 572.
5. Further, (a) 1/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹ 200,000 and up to
₹ 1,000,000 and (b) 2/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹ 1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the
other sub-category of 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, shall be allocated on a proportionate
basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
6. Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be
made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Non-Institutional Bidder
and Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional
Portion and the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation
to Anchor Investors shall be on a discretionary basis. For details, see “Offer Procedure” on page 579.
7. Our Company, in consultation with the BRLM, may consider a further issue of specified securities for cash consideration, as may be
permitted under applicable law, aggregating up to ₹ 150.00 million, between the date of filing of this Updated Draft Red Herring
Prospectus – I and prior to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided
by our Company, in consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer, or the Offer may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the RHP and Prospectus.
For details, including in relation to grounds for rejection of Bids, see “Offer Procedure” on page 579. For details of
the terms of the Offer, see “Terms of the Offer” on page 567.
94SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from the Restated Financial Information
as of and for the six months period ended September 30, 2025 and the Fiscal Years ended March 31, 2025, March
31, 2024 and March 31, 2023. The summary financial information presented below should be read in conjunction
with “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 372 and 480.
[Remainder of this page intentionally kept blank]
95RESTATED STATEMENT OF ASSETS AND LIABILITIES
(All amounts are stated in ₹ in millions unless otherwise stated)
Particulars As at September As at March As at March As at March 31,
30, 2025* 31, 2025 31, 2024 2023
Non-Current Assets
Property, Plant and Equipment 2,498.04 2,137.19 1,715.30 1,127.06
Rights-of-Use Assets 801.91 733.52 370.75 247.51
Capital Work-in-Progress 1,247.22 1,154.99 644.15 436.15
Intangible Assets 5.94 5.80 5.26 2.63
Financial Assets
Investments - - 0.10 0.10
Other Financial Assets 118.08 117.92 61.41 75.68
Other Non-Current Assets 176.85 136.98 231.00 94.65
Total Non-Current Assets 4,848.04 4,286.40 3,027.97 1,983.79
Current assets
Inventories 309.16 461.02 462.27 83.18
Financial Assets
Trade Receivables 414.88 302.47 230.24 191.95
Cash & Cash Equivalents 9.10 21.77 12.63 12.90
Other Bank Balance 66.45 55.01 184.86 14.09
Loans 2.10 2.00 - 0.02
Other Financial Assets 17.27 17.27 17.02 1.40
Other Current Assets 276.76 290.73 288.08 183.52
Total Current Assets 1,095.73 1,150.28 1,195.10 487.05
TOTAL ASSETS 5,943.77 5,436.68 4,223.06 2,470.84
Equity
Equity Share Capital 451.95 451.95 451.95 150.00
Other Equity 1,015.67 872.49 583.49 418.42
Total Equity 1,467.62 1,324.45 1,035.45 568.42
Non-Current Liabilities
Financial Liabilities
ROU Liability 0.06 0.06 0.75 1.74
Borrowings 830.95 988.87 980.34 397.56
Lease Liability 455.98 408.15 221.05 181.72
Other financial liabilities 99.43 79.07 79.20 44.63
Deferred Tax Liabilities (Net) 157.43 134.42 120.65 58.52
Total Non-Current liabilities 1,543.86 1,610.58 1,401.99 684.17
Current Liabilities
Financial Liabilities
Borrowings 1,335.02 1,240.60 1,046.72 661.85
Lease Liability 88.04 77.22 49.22 16.12
Trade Payables:
Due to Micro and Small Enterprises 28.57 29.38 15.49 5.93
Due to other than Micro and Small 1,043.44 750.98 349.32 211.22
Enterprises
Other Financial Liabilities 35.86 34.13 80.98 77.21
Provisions 15.76 16.26 13.88 14.61
Other Current Liabilities 311.31 292.92 141.63 133.58
Current Tax Liabilities (Net) 74.29 60.17 88.37 97.73
Total Current Liabilities 2,932.29 2,501.66 1,785.63 1,218.25
Total Liabilities 4,476.14 4,112.23 3,187.62 1,902.42
TOTAL EQUITY AND LIABILITIES 5,943.77 5,436.68 4,223.06 2,470.84
96RESTATED STATEMENT OF PROFIT AND LOSS
(All amounts are stated in ₹ in millions unless otherwise stated)
Particulars For the
For the year For the year For the year
Period ended
ended March ended March 31, ended March 31,
September
31, 2025 2024 2023
30, 2025
2,384.17 3,951.06 2,917.10 3,155.39
Revenue from Operations
Other Income 13.16 34.23 14.46 10.97
Total Income 2,397.33 3,985.29 2,931.55 3,166.36
966.64 1,528.08 1,774.61 1848.35
Cost of Materials Consumed
Purchase of Stock in Trade 911.80 1,321.70 21.62 424.98
Changes in Inventories of Finished Goods, (82.82) (11.40) - -
Work-in-Progress and Stock-in-Trade
Employee Benefits Expense 71.66 97.84 78.99 60.39
Finance Costs 110.43 221.80 186.78 93.25
Depreciation, Amortization and Impairment 70.38 115.94 78.70 55.16
Expense
Other Expenses 181.30 321.68 357.62 242.25
Total Expenses 2,229.39 3,595.63 2,498.52 2724.37
Profit before exceptional items and tax 167.94 389.65 433.04 441.99
-
Exceptional items - - -
Restated Profit Before Tax 167.94 389.65 433.04 441.99
Tax Expenses
Current tax 14.12 60.17 88.37 97.73
Deferred tax 22.97 13.75 62.19 12.05
Short/Excess Provision of Tax Expenses of - 4.12 10.61 (1.78)
earlier year/period
Restated Profit after tax for the 130.85 311.61 271.86 333.99
period/year
Restated Other Comprehensive Income
A Items that will not be reclassified to
Profit or Loss:
Gain/(loss) on remeasurements of the 0.16 0.07 (0.25) (1.06)
defined benefits plan
Income tax (expenses)/income on (0.04) (0.02) 0.06 0.37
remeasurements of the defined benefits plan
B Items that may be reclassified to
Profit or Loss :
Effective portion of gain/(loss) on hedging - - - -
instruments in a cash flow hedge
Income tax - - - -
(expenses)/income on
effective portion of
gain/(loss) on hedging
instruments in a cash
flow hedge
Restated Other Comprehensive Income 0.12 0.05 (0.19) (0.69)
for the period/year (Net of Tax)
Restated Total Comprehensive Income 130.97 311.66 271.67 333.30
for the period/year
Earnings per Equity share (Nominal
value per share: Rs.2)
Profit for the year attributable to:
-Owner of the holding company 130.85 311.61 - -
97-Non controlling interest - - - -
130.85 311.61 - -
Other comprehensive income (OCI) for
the year attributable to:
-Owner of the holding company 0.12 0.05 - -
-Non controlling interest - - - -
0.12 0.05 - -
Total comprehensive income for the
year attributable to:
-Owner of the holding company 130.97 311.66 - -
-Non controlling interest - - - -
130.97 311.66 - -
Basic Earnings per Equity Share (Rs.) 0.58* 1.38 1.21 1.48
Diluted Earnings per Equity Share (Rs.) 0.58* 1.38 1.21 1.48
*Not Annualised
98RESTATED CASH FLOW STATEMENT
(All amounts are stated in ₹ in millions unless otherwise stated)
PARTICULARS For the period For the year For the year For the year
ended ended March 31, ended March 31, ended March
September 30, 2025 2024 31, 2023
2025
A. Cash flow from operating activities:
Restated Net profit/(loss) after 167.94 389.65 433.04 441.99
extraordinary items & before tax
Adjustments for:
Financial charges other than interest on 89.75 184.40 159.99 73.66
lease liability
Depreciation & amortization other than 70.38 107.78 78.70 55.16
impairment losses
Impairment losses - 8.16 - -
Share based payment expense 12.21 4.96
Change in reserves - (0.02)
Provision for Expected Credit Losses - 4.71 0.04 0.51
Profit on sale of fixed assets - (14.71) -
Interest on lease liability 20.68 37.39 26.80 14.01
Bad Debts - 0.06 10.87 -
Balances written off - 0.09 3.44 1.95
Balances written back (0.58) (1.26) -
Operating profit before working 360.96 721.91 711.61 587.27
capital changes
Adjustments for:
(Increase)/Decrease in inventories 151.86 1.25 (379.09) (56.06)
(Increase)/Decrease in Trade And Other (112.41) (77.09) (52.65) (22.47)
Receivables
(Increase)/Decrease in Loans And (0.10) (2.00) 0.02 0.01
Advances
Increase/(Decrease) in Trade Payables & 291.65 416.12 148.92 (75.24)
Other Liabilities
(Increase)/Decrease in Other Current 13.97 (2.91) (120.18) (14.50)
Assets
Increase/(Decrease) in Other Current 20.27 104.50 11.58 63.91
Liabilities
Increase/(Decrease) in Provisions (0.50) (90.12) (109.06) (17.86)
(Increase)/Decrease in ROU Liabilities - (0.69) (0.99) (1.17)
Net cash generated from / (utilized in) 725.71 1,070.98 210.16 463.90
operations
B. Cash flow from investing activities:
Acquisition of Property, Plant & (493.67) (1,055.36) (850.52) (722.92)
Equipments, Capital Work -In -Progress
and Intangible Assets
Acquisition of Right of use Assets (98.33) (399.77) (151.47) (96.81)
Proceeds from sale of fixed assets - 57.85 1.20 -
Acquisition of Investment - 0.10 (0.00) (0.10)
Movement in Bank Fixed Deposits (>12 15.36 (35.65) 31.51 (34.41)
Months)
Movement in Bank Fixed Deposits (<12 (11.44) 129.85 (170.77) 2.32
Months)
(Increase)/Decrease in Deposits Given (15.52) (20.85) (17.24) (19.29)
Increase/(Decrease) in Deposits 20.36 (0.12) 34.56 59.43
Accepted
(Increase)/Decrease in Other Non (39.87) 94.02 (136.35) (84.51)
Current Assets
Net cash generated from / (utilized in) (623.11) (1,229.94) (1,259.08) (896.28)
investing activities
C. Cash flow from financing activities:
Proceeds from issuance of equity share - 195.35 -
capital
99Financial charges other than interest on (89.75) (184.41) (159.99) (73.66)
lease liability
Interest on lease liability (20.68) (37.39) (26.80) (14.01)
Net Proceeds/(Payments) of lease 58.65 215.10 72.43 23.26
liabilities
Debenture Redemption premium - (27.60) - -
(Repayments)/Proceeds from non- (157.92) 8.53 582.78 270.09
current borrowings
(Repayments)/Proceeds from other 269.99 149.24 373.44 161.98
borrowings (net)
Net cash generated from financing 60.29 123.47 1,037.23 367.67
activities
Net (decrease)/increase in cash and cash 162.89 (35.49) (11.70) (64.71)
equivalents
Cash and cash equivalents at beginning (199.00) (163.51) (151.81) (87.11)
of the Period/Year
Cash and cash equivalents at closing of (36.11) (199.00) (163.51) (151.81)
the Period/Year
Cash and cash equivalents comprise
of:
Cash on Hand 0.33 0.25 0.04 1.93
Bank Overdraft and other short-term (45.21) (220.78) (176.14) (164.71)
facilities
Balance with Scheduled Banks in 8.77 21.52 12.59 10.97
Current accounts
(36.11) (199.00) (163.51) (151.81)
100GENERAL INFORMATION
Our Company was originally incorporated as ‘Ankleshwar Eco Energy Limited’ at Surat, Gujarat, as a public limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated June 10, 2015, issued by the
Registrar of Companies, Gujarat, at Ahmedabad. Subsequently, the name of our Company was changed from
‘Ankleshwar Eco Energy Limited’ to ‘Steamhouse India Limited’ pursuant to resolutions passed by our Board and
Shareholders dated July 30, 2021 and September 6, 2021, respectively, and a fresh certificate of incorporation was issued
by the Registrar of Companies, Gujarat, at Ahmedabad on September 28, 2021.
Registered and Corporate Office of our Company
Steamhouse India Limited
Office No. – 324, Second Floor
Four Point, V.I.P., Road, Vesu
Surat – 395 007
Gujarat, India
Corporate Identity Number and registration number
Corporate Identity Number: U40300GJ2015PLC083493
Registration Number: 083493
Address of the RoC
Registrar of Companies, Gujarat at Ahmedabad
RoC Bhavan,
Opp Rupal Park Society behind Ankur Bus Stop,
Ahmedabad 380 013,
Gujarat, India
Our Board
Our Board comprises the following Directors as on the date of filing of this Updated Draft Red Herring Prospectus-I:
Name Designation DIN Address
Vishal Sanwarprasad Chairman and 00017705 98, Subash Nagar, Opp. Rutam Hospital, Ghod Dod Road,
Budhia Managing Director Sunvali, Surat 395 001, Gujarat
Yadav Lalankumar Executive Director 07893781 F-203, Sairaj Residency, Bhestan, Surat 394210, Gujarat, India
Dayanand
Ramprakash B Sharma Executive Director 00048703 2883/48, Shailesh Park, Chhapra Road, Lunsikui, Navsari,
Chhapra 396 445, Gujarat
Richa Manoj Goyal Independent Director 00159889 Build-D, Flat No. 902, Sangini Arise, Canal Road, Nr. G.D.
Goenka School, Bharthana, Surat – 395 007, Gujarat
Vinay Omprakash Independent Director 01080238 3, Jivan Vikas Society, Surat M Corp, Athwalines, Surat
Sonthalia 395001, Gujarat, India
Rathod Baldevsinh Independent Director 07924008 39, Harihar Nagar, Ganesh Nagar road, Kim, Surat 394 110,
Yogendrasinh Gujarat, India
For further details of our Directors, see “Our Management” on page 346.
Company Secretary and Compliance Officer
Shyam Bhadresh Kapadia
Office No. – 324, Second Floor
Four Point, V.I.P., Road, Vesu
Surat – 395 007
Gujarat, India
Telephone: +91 261 2998109
E-mail: compliance@steamhouse.in
101Investor Grievances
Investors may contact our Company Secretary and Compliance Officer, the BRLM or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic
mode, etc. For all Offer related queries and for redressal of complaints, Investors may also write to the BRLM.
All Offer-related grievances, other than that of Anchor Investors may be addressed to the Registrar to the Offer with a
copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full
details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN,
address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the
Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI
Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies)
where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from
the concerned Designated Intermediaries in addition to the documents or information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy
to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to Registrar to the Offer, giving full details such
as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor
Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Manager
Equirus Capital Private Limited
Unit No. 2601B, 26th Floor, A Wing, Marathon Futurex
Mafatlal Mills Compound, N M Joshi Marg,
Lower Parel, Mumbai 400 013
Maharashtra, India
Tel: +91 22 4332 0734
Email: steam.ipo@equirus.com
Investor Grievance E-Mail:
investorsgrievance@equirus.com
Website: www.equirus.com
Contact person: Mrunal Jadhav and Rahul Wadekar
SEBI Registration No.: INM00011286
Legal Counsel to our Company, as to Indian law
AZB & Partners
AZB House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Maharashtra, India
Telephone: +91 (22) 6639 6880
Statutory Auditors
Natvarlal Vepari & Co, Chartered Accountants
1st Floor, River Palace-II
Near Navdi Ovara, Nanpura
Surat 395001
Gujarat, India
102Email: info@vepari.com
Telephone: +91 261 246 3636
Firm registration number: 123626W
Peer review number: 016970
Changes in the auditors
There has been no change in our Statutory Auditors during the three years immediately preceding the date of this Updated
Draft Red Herring Prospectus-I.
Registrar to the Offer
KFin Technologies Limited
Selenium Tower B, Plot 31 & 32 Gachibowli,
Financial District, Nanakramguda,
Serilingampally Hyderabad 500 032
Telengana, India
Telephone: + 91-40-6716 2222/18003094001
E-mail: steamhouse.ipo@kfintech.com
Website: www.kfintech.com
Investor Grievance ID: einward.ris@kfintech.com
Contact person: M. Murali Krishna
SEBI Registration No.: INR000000221
Syndicate Members
[●]
Bankers to the Offer
Escrow Collection Bank
[●]
Public Offer Bank
[●]
Refund Bank
[●]
Sponsor Bank(s)
[●]
Bankers to our Company
Axis Bank Limited Bandhan Bank Limited
1st Floor, Digvijay Tower, Ground Floor Vesu Branch (Branch Code-2492)
Opp. St. Xavier’s School. Ghod-Dod Road G 42/B, Ground Floor, High Field Ascot, VIP Road
Surat 395 007 Vesu, Surat 395 007
Gujarat, India Gujarat, India
Email: Parekh.ashokbhai@axisbank.com Email: bh.vesu@bandhanbank.com
Telephone: +91 9099474531 Telephone: +91 9712959512
Website: www.axisbank.com Website: www.bandhanbank.com
Contact Person: Vairag Parekh Contact Person: Jignesh Modi
103HDFC Bank Limited SBM Bank (India) Limited
1st Floor, Mann Complex Ground Floor, Radhika House
Anand Mahal Road Opp. Mayor’s Bunglow, Besides Westside
Adajan, Surat 395 009 Near Mithakali Six Roads
Gujarat, India Navrangpura, Ahmedabad 380 009
Email: Piyush.jha1@hdfcbank.com Gujarat, India
Telephone: +91 8401445017 Email: cad@sbmbank.co.in
Website: www.hdfcbank.com Telephone: +91 7990928839
Contact Person: Piyush Jha Website: www.sbmbank.co.in
Contact Person: Manish Agarwal
Federal Bank Limited Yes Bank Limited
P.O. 403, Vankar Sangh Building Yes Bank Limited, MEB Dep, 3rd Floor
Ring Road Orbit Tower, Opp New APMC Market
Surat 395 002 Besides Surana 101, Ring Road
Gujarat, India Surat 395 001
Email: umang@federalbank.co.in Gujarat, India
Telephone: +91 87858108559 Email: Kalpesh.kacchadiya1@yesbank.in
Website: www. federalbank.co.in Telephone: +91 7567422940
Contact Person: Umang Rathod Website: www. yesbank.in
Contact Person: Kalpesh Kacchadiya
Oxyzo Financial Services Limited
Shop No. G-22C, (UGF) D-1 (K-84)
Green Park Main
New Delhi 110 016
Delhi, India
Email: getsupport@oxyzo.in
Telephone: +91 7353013499
Website: www. oxyzo.in
Contact Person: Aridaman Singh
D esignated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed
by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI
Bidders), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the
Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as
may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders
(other than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from
time to time or at such other website as may be prescribed by SEBI from time to time.
Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at
www.sebi.gov.in.
Eligible Self-Certified Syndicate Banks and mobile applications enabled for unified payment interface mechanism
In accordance with SEBI ICDR Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, and the SEBI ICDR Master Circular, the UPI Bidders may only apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI, which may be updated from time to time. A list of SCSBs and mobile
applications, using the UPI handles and which are live for applying in public issues using UPI mechanism, is provided
104as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as updated from time to
time.
Syndicate Self-Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investor and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits
of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to
time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchanges, i.e. through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including
details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges
at https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
Registrar and Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products-services/initial-public-offerings-asba-procedures, as updated from time to time.
Designated 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, is provided on the website of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated December 1, 2025 from Natvarlal Vepari & Co, Chartered
Accountants, to include their name as required under Section 26 (5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this UDRHP-I, and as an “expert” as defined under Section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report,
dated December 1, 2025 on our Restated Financial Information; and (ii) the statement of special tax benefits
dated December 1, 2025 in this Updated Draft Red Herring Prospectus-I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus-I. However, the term “experts” and
consent thereof does not represent an “expert” or consent as is defined under the U.S. Securities Act. Further,
Natvarlal Vepari & Co, Chartered Accountants, have provided their report dated December 1, 2025 on the
Statement of Special Tax Benefits in this Updated Draft Red Herring Prospectus-I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus-I.
ii. Our Company has received written consent dated December 8, 2025 from Jinendra Jain & Associates, to include
their name as the practicing company secretary and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013.
iii. Our Company has received written consent dated December 1, 2025 from Dr. P. J. Gandhi, Chartered Engineer,
to include their name as the Independent Chartered Engineer and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013.
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency.
105Statement of Responsibility of the BRLM
Sr. No Activity Responsibility Co-ordination
1. Capital structuring, due diligence of Company including its operations / Equirus Equirus
management / business plans / legal etc., drafting and design of Draft Red
Herring Prospectus, the Red Herring Prospectus and this Prospectus. Ensure
compliance and completion of prescribed formalities with the Stock
Exchanges, SEBI and RoC including finalization of Red Herring Prospectus,
Prospectus, Offer Agreement, Underwriting Agreements and RoC filing.
Uploading of documents on the document repository platform of the Stock
Exchanges
2. Drafting and approval of all statutory advertisements Equirus Equirus
3. Drafting and approval of all publicity material other than statutory Equirus Equirus
advertisements as mentioned in point 2 above, including corporate
advertising and brochures and filing of media compliance report.
4. Appointment of intermediaries, Registrar to the Offer, advertising agency, Equirus Equirus
printer (including coordination of all agreements)
5. Appointment of all other intermediaries, including Sponsor Bank, Equirus Equirus
Monitoring Agency, etc. (including coordination of all agreements)
6. Preparation of road show presentation and FAQs Equirus Equirus
7. International institutional marketing of the Offer, which will cover, inter Equirus Equirus
alia:
• Marketing strategy
• Finalising the list and division of international investors for one-to-one
meetings
• Finalising international road show and investor meeting schedules
8. Domestic institutional marketing of the Offer, which will cover, inter alia: Equirus Equirus
• Marketing strategy
• Finalising the list and division of domestic investors for one-to-
one meetings
• Finalising domestic road show and investor meeting schedules
9. Non-institutional marketing of the Offer, which will cover, inter-alia: Equirus Equirus
• Finalising media, marketing, public relations strategy including
DRHP and RHP video and
• Formulating strategies for marketing to Non –Institutional
Investors
10. Retail marketing of the Offer, which will cover, inter-alia: Equirus Equirus
• Finalising media, marketing, public relations strategy and
publicity budget, frequently asked questions at retail road shows
• Finalising brokerage, collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow-up on distribution of publicity and Offer material
including form, Red Herring Prospectus/ Prospectus and deciding on
the quantum of the Offer material
11. Coordination with Stock Exchanges for book building software, bidding Equirus Equirus
terminals and mock trading, Anchor coordination, Anchor CAN and
intimation of anchor allocation and submission of letters to regulators post
completion of anchor allocation
12. Managing the book and finalization of pricing in consultation with Company Equirus Equirus
13. Post-Offer activities – management of escrow accounts, finalisation of the Equirus Equirus
basis of allotment based on technical rejections, post Offer stationery,
essential follow-up steps including follow-up with bankers to the Offer and
Self Certified Syndicate Banks and coordination with various agencies
connected with the post-offer activity such as registrar to the offer, bankers
to the offer, Self-Certified Syndicate Banks, etc. listing of instruments,
demat credit and refunds/ unblocking of monies, announcement of allocation
and dispatch of refunds to Bidders, etc., payment of the applicable STT on
behalf of Promoter Selling Shareholder, coordination for investor
complaints related to the Offer, including responsibility for underwriting
arrangements, submission of final post issue report
Credit Rating
As this is an issue of Equity Shares, credit rating is not required .
106IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer.
Debenture Trustees
As this is fresh issuance of Equity Shares, accordingly, no debenture trustee has been appointed for the Offer .
Green Shoe Option
No green shoe option is contemplated under the Offer.
Filing of the Offer Documents
A copy of the Pre-filed Draft Red Herring Prospectus and this Updated Draft Red Herring Prospectus-I have been
uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as specified in Regulation 59C(1) of the SEBI
ICDR Regulations and pursuant to the SEBI ICDR Master Circular. A copy of this Updated Draft Red Herring
Prospectus-I has been submitted at:
Securities and Exchange Board of India
Corporation Finance Department, Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A,‘G’ Block
Bandra Kurla Complex Bandra (East)
Mumbai 400 051,
Maharashtra, India
A copy of the Red Herring Prospectus and the Prospectus , along with the material documents and contracts required to
be filed, will be filed with the RoC in accordance with Section 32 of the Companies Act, 2013 and a copy of the Prospectus
required to be filed under Section 26 of the Companies Act, 2013 will be filed with the RoC and through the electronic
portal at https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of the Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band, which will be
decided by our Company, in consultation with the Book Running Lead Manager, and which will either be included in the
Red Herring Prospectus or will be advertised in all editions of the Financial Express, an English national daily newspaper,
all editions of Jansatta, a Hindi national daily newspaper, and Surat edition Gujaratmitra and Gujarat Darpan (Gujarati is
the regional language of Gujarat, where our Registered and Corporate Office is located) each with wide circulation, at
least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the
purpose of uploading on their 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. For details, see “Offer Procedure” on page 579.
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process
by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked
by the SCSBs. In addition to this, the RIBs 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. Pursuant to SEBI ICDR Master Circular, all individual bidders in initial
public offerings whose application sizes are up to ₹0.50 million shall use 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 are not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage.
RIBs can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date.
Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Except for
Allocation to RIBs, NIBs and the Anchor Investors, allocation in the Offer will be on a proportionate basis.
Further, allocation to Anchor Investors will be on a discretionary basis. Each Bidder by submitting a Bid in the
Offer, will be deemed to have acknowledged the above restrictions and the terms of the Offer.
107For further details on method and process of Bidding, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure”
on pages 567, 574 and 579, respectively.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change
from time to time and the investors are advised to make their own judgment about investment through this process
prior to submitting a Bid in the Offer.
Bidders should note that, the Offer is also subject to (i) filing of the Prospectus with the RoC; and (ii) obtaining final
listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.
Illustration of Book Building Process and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Offer” and “Offer
Procedure” on pages 567 and 579, respectively.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten by each BRLM
shall be as per the Underwriting Agreement. It is proposed that pursuant to the terms of the Underwriting Agreement, the
obligations of the Underwriters will be several and will be subject to certain conditions to closing, specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following
number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC)
Name, address, telephone number and e-mail Indicative number of equity Amount
address of the Underwriters shares of face value of ₹2 each to underwritten (₹ in million)
be underwritten
Name: [●] [●] [●]
Address: [●]
Telephone: [●]
E-mail: [●]
Name: [●] [●] [●]
Address: [●]
Telephone: [●]
E-mail: [●]
Name: [●] [●] [●]
Address: [●]
Telephone: [●]
E-mail: [●]
Name: [●] [●] [●]
Address: [●]
Telephone: [●]
E-mail: [●]
Name: [●] [●] [●]
Address: [●]
Telephone: [●]
E-mail: [●]
The above-mentioned is indicative underwriting and will be finalised after determination of Offer Price and actual
allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board, based solely on representations made by the Underwriters, the resources of the Underwriters
are sufficient to enable them to discharge their respective underwriting obligations in full. The above-mentioned
Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock
Exchange(s). Our Board/IPO Committee, at its meeting held on [●], has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in
108the table above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to
the Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the
Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent
of the defaulted amount in accordance with the Underwriting Agreement. The Underwriting Agreement has not been
executed as on the date of this Updated Draft Red Herring Prospectus-I and will be executed after determination of the
Offer Price and allocation of Equity Shares, but prior to filing the Prospectus with the RoC. The extent of underwriting
obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement.
109CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Updated Draft Red Herring Prospectus-I is set forth
below:
(In ₹ except share data)
Aggregate value at Aggregate value
face value at Offer Price*
A AUTHORIZED SHARE CAPITAL(1)
325,000,000 Equity Shares of face value of ₹ 2 each 650,000,000 -
TOTAL 650,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
225,976,750 Equity Shares of face value of ₹ 2 each 451,953,500 -
TOTAL 451,953,500 -
C PRESENT OFFER
Offer of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 4,250.00 [●] [●]
million (2)(3)(4)
which includes:
Fresh Issue of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹
3,450.00 million (2)(3)(4)
Offer for Sale of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to
₹ 800.00 million
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*#
[●] Equity Shares of face value of ₹ 2 each* [●]
E SECURITIES PREMIUM ACCOUNT
Before the Offer 165,797,453
After the Offer [●]#
* To be updated upon finalization of the Offer Price and Basis of Allotment.
# Assuming full subscription in the Offer.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see ‘History and Certain Corporate
Matters - Amendments to our Memorandum of Association in the last 10 years preceding the date of this Updated Draft Red Herring
Prospectus-I ‘ on page 328.
(2) Our Company, in consultation with the BRLM may consider an issue of specified securities, as may be permitted under the applicable law,
aggregating up to ₹ 150.00 million, at its discretion, between the date of filing of this Updated Draft Red Herring Prospectus – I and prior
to filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO
Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer
or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections
of the Red Herring Prospectus and the Prospectus.
(3) The Offer including the Fresh Issue has been authorized by our Board pursuant to a resolution adopted at its meeting held on June 17, 2025
and by our Shareholders pursuant to a special resolution adopted at their meeting held on June 18, 2025, in accordance with Section
62(1)(c) of the Companies Act, 2013. Further, our Board has taken on record the consent for the Offer for Sale by the Promoter Selling
Shareholder pursuant to its resolution dated June 30, 2025.
(4) The Promoter Selling Shareholder has specifically confirmed that the Offered Shares have been held by them for a period of at least one
year prior to the filing of this Updated Draft Red Herring Prospectus-I with SEBI in accordance with Regulation 8 of the SEBI ICDR
Regulations or are otherwise eligible for being offered for sale in the Offer in accordance with the provisions of the SEBI ICDR Regulations.
For details on the authorization and consent of the Promoter Selling Shareholder in relation to the Offered Shares, see “The Offer” and
“Other Regulatory and Statutory Disclosures” on pages 93 and 553, respectively.
110Notes to the Capital Structure
1. Share capital history of our Company
(a) Equity Share capital:
The history of the equity share capital of our Company is set forth in the table below:
Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
June 10, 50,000 10 10 Cash Initial subscription to 50,000 500,000 Allotment of 18,000 equity
2015 (1) the MoA shares to Vishal Budhia,
17,000 equity shares to
Sanwarprasad Budhia,
14,960 equity shares to Ritu
Budhia, 10 equity shares to
Virendra Kumar Bhargava,
10 equity shares to Dilip
Ojha, 10 equity shares to
Lalan Kumar Yadav and 10
equity shares to Jugal
Kishore Mathur.
March 11, 1,530,000 10 10 Cash Private placement 1,580,000 15,800,000 Allotment of 1,530,000
2016 equity shares to Sanjoo
Dyeing and Printing Mills
Private Limited.
April 13, 700,000 10 10 Cash Private placement 2,280,000 22,800,000 Allotment of 700,000 equity
2016 shares to Sanjoo Prints
Private Limited.
June 13, 720,000 10 10 Cash Private placement 3,000,000 30,000,000 Allotment of 500,000 equity
2016 shares to Sanjoo Prints
Private Limited, 100,000
equity shares to Vishal S
Budhia, 70,000 equity shares
to Ritu Vishal Budhia and
50,000 equity shares to
Sanwarprasad Ramkumar
Budhia.
111Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
Pursuant to a Board resolution dated September 8, 2022 and Shareholders’ resolution dated September 30, 2022, equity shares of face value of ₹ 10 each of our Company
were sub-divided into Equity Shares of face value of ₹ 2 each. Consequently, the issued and subscribed share capital of our Company, comprising 3,000,000 equity shares
of face value of ₹ 10 each, was sub-divided into 15,000,000 Equity Shares of face value of ₹ 2 each.
November 1, 60,000,000 2 N.A. N.A. Bonus issue in the 75,000,000 150,000,000 Allotment of 240,200 Equity
2022 ratio of four Equity Shares to Budhia Kumaresh
Shares for every one Sanwarprasad, 240,200
Equity Share Equity Shares to Kamal
Yogesh Agarawal, 1,291,200
Equity Shares to Ritu
Budhia, 200 Equity Shares to
Budhia Nita Devi, 200 Equity
Shares to Pushpadevi
Sanwarprasad Budhia,
845,020 Equity Shares to
Bhudhiya Sanwarprasad,
56,840,000 Equity Shares to
Vishal Sanwarprasad
Budhia, 52,000 Equity
Shares to Manish Vijaykumar
Agrawal, 102,000 Equity
Shares to Gitadevi
Vijaykumar Agrawal, 7,500
Equity Shares to Bhavdip
Rameshchandra Gajjar,
50,000 Equity Shares to
Vikas Vijaykumar Agrawal,
52,000 Equity Shares to
Rahul Vijaykumar Agarwal,
50,000 Equity Shares to
Suchika Agrawal, 50,000
Equity Shares to Sweta
Agarwal, 52,000 Equity
Shares to Ruchi Agrawal,
120,000 Equity Shares to
Suchi Goenka, 3,740 Equity
Shares to Dhyaniben M Shah
and 3,740 Equity Shares to
Nainilkumar Anilbhai Patel.
112Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
October 5, 150,000,000 2 N.A. N.A. Bonus issue in the 225,000,000 450,000,000 Allotment of 600,500 Equity
2023 ratio of two Equity Shares to Budhia Kumaresh
Shares for every one Sanwarprasad, 600,500
Equity Share Equity Shares to Kamal
Yogesh Agarawal, 200
Equity Shares to Ritu
Budhia, 500 Equity Shares to
Budhia Nita Devi, 500 Equity
Shares to Pushpadevi
Sanwarprasad Budhia,
5,340,350 Equity Shares to
Bhudhiya Sanwarprasad,
142,100,000 Equity Shares
to Vishal Sanwarprasad
Budhia, 130,000 Equity
Shares to Manish Vijaykumar
Agrawal, 255,000 Equity
Shares to Gitadevi
Vijaykumar Agrawal, 18,750
Equity Shares to Bhavdip
Rameshchandra Gajjar,
125,000 Equity Shares to
Vikas Vijaykumar Agrawal,
130,000 Equity Shares to
Rahul Vijaykumar Agarwal,
125,000 Equity Shares to
Suchika Agrawal, 125,000
Equity Shares to Sweta
Agarwal, 130,000 Equity
Shares to Ruchi Agrawal,
300,000 Equity Shares to
Suchi Goenka, 9,350 Equity
Shares to Dhyaniben M Shah
and 9,350 Equity Shares to
Nainilkumar Anilbhai Patel.
March 28, 976,750 2 200 Cash Private placement 225,976,750 451,953,500 Allotment of 10,000 Equity
2024 Shares to Gaurang Rajesh
Agarwal, 25,000 Equity
Shares to Atulkumar
113Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
Hastimal Mehta, 55,000
Equity Shares to Anilkumar
Hasmukhbhai Patel (held
jointly with Rita Anilkumar
Patel), 12,500 Equity Shares
to Aaditya Bajaj, 25,000
Equity Shares to Komal
Rajivkumar Batra, 25,000
Equity Shares to Vinay
Yudhisthir Batra, 25,000
Equity Shares to Samarth
Rajivbhai Batra, 25,000
Equity Shares to Sahil
Yudhisthir Batra, 50,000
Equity Shares to Rajivkumar
Narayandas Batra, 25,000
Equity Shares to Abhishek
Yudhishter Batra, 12,500
Equity Shares to Mehta
Wealth Limited, 2,500 Equity
Shares to Ronak Pravinbhai
Butani, 15,000 Equity Shares
to Santosh Devi Agarwal,
5,000 Equity Shares to
Bharat Agrawal, 12,500
Equity Shares to Punitkumar
Vijaykumar Agarwal
(Shivani Brothers – Partner
– 1) (held jointly with, Amit
Vijaykumar Agarwal
(Shivani Brothers – Partner-
2) and with Sumit
Vijaykumar Agarwal
(Shivani Brothers – Partner-
3)), 12,500 Equity Shares to
Vishal Sanghai, 12,500
Equity Shares to Gaurav
Singhvi, 12,500 Equity
Shares to Sonam Jain,
114Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
80,000 Equity Shares to
Rahul Vijaykumar Agrawal,
1,500 Equity Shares to Sweta
Agarwal, 25,000 Equity
Shares to Mamta Rahul
Sharma, 50,000 Equity
Shares to Tanmaya Murarilal
Agrawal, 25,000 Equity
Shares to Saraogi Viniyog
Private Limited, 2,500
Equity Shares to Sweta
Samish Dalal (held jointly
with Samish Dushyant
Dalal), 10,000 Equity Shares
to Kajal Rameshcandra
Sanghvi, 10,000 Equity
Shares to Nehal Bhavesh
Jain, 17,500 Equity Shares to
Shah Krunal Shirish, 5,000
Equity Shares to Rashi
Nishant Shah, 5,000 Equity
Shares to Radhika Jatin
Narang, 10,000 Equity
Shares to Kinjal Nimitkumar
Sheth, 50,000 Equity Shares
to Sanjay Kedarmal
Sudrania, 3,750 Equity
Shares to Ankit Jugal
Kishore Jalan, 12,500 Equity
Shares to Shrikant Goenka,
5,000 Equity Shares to
Ranjana Devi Agarwal,
1,500 Equity Shares Tarun D
Agrawal, 25,000 Equity
Shares to Sudarshan
Taparia, 50,000 Equity
Shares to Salony Rathi
Jhawar, 2,500 Equity Shares
to Kirti Vinay Sonthalia,
115Offer Price
Number of Face per equity Cumulative
Cumulative
Date of equity value per share (₹) Nature of Nature of the paid-up
number of Name of allottees
allotment shares equity including consideration allotment equity share
equity shares
allotted share (₹) share capital (₹)
premium
5,000 Equity Shares to Minu
V Agarwal, 5,000 Equity
Shares to Anju Modi, 25,000
Equity Shares to Vrinda
Binay Agarwal, 50,000
Equity Shares to Swastik
Polyprints Private Limited,
25,000 Equity Shares to
Vedika Vinay Khemka,
12,500 Equity Shares to
Suman Sumit Saraogi,
25,000 Equity Shares to Lalit
Radhakisan Agarwal, 25,000
Equity Shares to Taj Vincom
Private Limited, 10,000
Equity Shares to Anoop B
Agarwal, 12,500 Equity
Shares to Ashish V Singhal,
10,000 Equity Shares to
Nishil Ramesh Shah, 5,000
Equity Shares to Sanket
Rameshchandra Shah,
12,500 Equity Shares to
Shaileshkumar Ishwarlal
Patel.
(1) Our Company was incorporated on June 10, 2015 and the date of subscription to the Memorandum of Association was June 2, 2015.
116(b) Preference share capital:
Our Company has not issued any preference shares since incorporation as on the date of this Updated Draft Red
Herring Prospectus-I .
(c) Issue of shares for consideration other than cash or by way of bonus issue or out of revaluation reserves
Our Company has not issued any equity shares out of revaluation reserve since its incorporation.
Except as disclosed below, our Company has not issued any specified securities through bonus issue or for
consideration other than cash since its incorporation as on the date of this Updated Draft Red Herring Prospectus-I.
For further details, see “- 1. Share capital history of our Company – (a) Equity Share capital” on page 111.
Date of Number of Face value Offer price Reason for Name of Benefits accrued
allotment equity shares per equity per equity allotment allottees to our Company
allotted share (₹) share (₹)
November 1, 60,000,000 2 N.A. Bonus issue in Allotment of Nil
2022 the ratio of 240,200 Equity
four Equity Shares to
Shares for Budhia
every one Kumaresh
Equity Share Sanwarprasad,
240,200 Equity
Shares to
Kamal Yogesh
Agarawal,
1,291,200
Equity Shares
to Ritu Budhia,
200 Equity
Shares to
Budhia Nita
Devi, 200
Equity Shares
to Pushpadevi
Sanwarprasad
Budhia,
845,020 Equity
Shares to
Bhudhiya
Sanwarprasad,
56,840,000
Equity Shares
to Vishal
Sanwarprasad
Budhia, 52,000
Equity Shares
to Manish
Vijaykumar
Agrawal,
102,000 Equity
Shares to
Gitadevi
Vijaykumar
Agrawal, 7,500
Equity Shares
to Bhavdip
Rameshchandra
Gajjar, 50,000
Equity Shares
to Vikas
Vijaykumar
Agrawal,
52,000 Equity
Shares to Rahul
Vijaykumar
117Date of Number of Face value Offer price Reason for Name of Benefits accrued
allotment equity shares per equity per equity allotment allottees to our Company
allotted share (₹) share (₹)
Agarwal,
50,000 Equity
Shares to
Suchika
Agrawal,
50,000 Equity
Shares to Sweta
Agarwal,
52,000 Equity
Shares to Ruchi
Agrawal,
120,000 Equity
Shares to Suchi
Goenka, 3,740
Equity Shares
to Dhyaniben M
Shah and 3,740
Equity Shares
to Nainilkumar
Anilbhai Patel.
October 5, 150,000,000 2 N.A. Bonus issue in Allotment of Nil
2023 the ratio of 600,500 Equity
two Equity Shares to
Shares for Budhia
every one Kumaresh
Equity Share Sanwarprasad,
600,500 Equity
Shares to
Kamal Yogesh
Agarawal, 200
Equity Shares
to Ritu Budhia,
500 Equity
Shares to
Budhia Nita
Devi, 500
Equity Shares
to Pushpadevi
Sanwarprasad
Budhia,
5,340,350
Equity Shares
to Bhudhiya
Sanwarprasad,
142,100,000
Equity Shares
to Vishal
Sanwarprasad
Budhia,
130,000 Equity
Shares to
Manish
Vijaykumar
Agrawal,
255,000 Equity
Shares to
Gitadevi
Vijaykumar
Agrawal,
18,750 Equity
Shares to
Bhavdip
Rameshchandra
Gajjar, 125,000
118Date of Number of Face value Offer price Reason for Name of Benefits accrued
allotment equity shares per equity per equity allotment allottees to our Company
allotted share (₹) share (₹)
Equity Shares
to Vikas
Vijaykumar
Agrawal,
130,000 Equity
Shares to Rahul
Vijaykumar
Agarwal,
125,000 Equity
Shares to
Suchika
Agrawal,
125,000 Equity
Shares to Sweta
Agarwal,
130,000 Equity
Shares to Ruchi
Agrawal,
300,000 Equity
Shares to Suchi
Goenka, 9,350
Equity Shares
to Dhyaniben M
Shah and 9,350
Equity Shares
to Nainilkumar
Anilbhai Patel.
(d) Issue of shares pursuant to any schemes of arrangement
Our Company has not issued any shares pursuant to any scheme of arrangement approved under Section 230-232
of the Companies Act, 2013.
(e) Issue of specified securities at a price lower than the Offer Price in the last year
The Offer Price shall be determined by our Company, in consultation with the BRLM and in accordance with the
SEBI ICDR Regulations after the Bid / Offer Closing Date.
Our Company has not issued any specified securities at a price which may be lower than the Offer Price, during a
period of one year preceding the date of this Updated Draft Red Herring Prospectus-I:
2. Details of shareholding of our Promoters and members of the Promoter Group in our Company
As on the date of this Updated Draft Red Herring Prospectus-I, our Promoters holds 221,160,725 Equity Shares,
equivalent to 97.87 % and the members of our Promoter Group hold 1,852,350 Equity Shares, equivalent to 0.82% of
the Equity Share Capital of our Company as set forth in the table below.
Pre-Offer Post-Offer*
Percentage
of the
Sr. Percentage of the
Name of the Shareholder No. of Equity Equity
No. No. of Equity Shares Equity Share
Shares Share
Capital (%)
Capital
(%)*
Promoter
1. [●] [●]
Vishal Sanwarprasad Budhia 202,500,000 89.61
2. [●] [●]
Ritu Budhia 300 Negligible
3. V SB Business Trust 8,010,425 3.54 [●] [●]
4. Bu dhia Business Trust 6,387,000 2.83 [●] [●]
119Pre-Offer Post-Offer*
Percentage
of the
Sr. Percentage of the
Name of the Shareholder No. of Equity Equity
No. No. of Equity Shares Equity Share
Shares Share
Capital (%)
Capital
(%)*
5. V B Business Trust 4,263,000 1.89 [●] [●]
TOTAL 221,160,725 97.87 [●] [●]
Promoter Group
1. Sa nwarprasad Ramkumar Budhia 100 Negligible [●] [●]
2. Bu dhia Kumaresh Sanwarprasad 900,750 0.40 [●] [●]
3. Ka mal Yogesh Agarawal 900,750 0.40 [●] [●]
4. Pu shpadevi Sanwarprasad Budhia 750 Negligible [●] [●]
5. Sa ngeeta Gaurav Parasrampuria 50,000 0.02 [●] [●]
TOTAL 1,852,350 0.82 [●] [●]
* Subject to finalisation of Basis of Allotment
(i) All Equity Shares held by our Promoters, members of the Promoter Group, Directors, Key Managerial Personnel
and members of Senior Management and employees, to the extent applicable, are in dematerialized form as on the
date of this Updated Draft Red Herring Prospectus-I.
(ii) Build-up of the shareholding of our Promoters
The details regarding the build-up of the Equity shareholding of our Promoter in our Company since incorporation
are set forth in the table below:
Date of Nature of Nature of No. of No. of Face Offer Percentag Percentag
Allotment/ transaction consideratio equity cumulative value Price/ e of the e of the
Transfer of n shares equity per transfer pre- Offer post-
equity shares allotted/ shares equit price per capital Offer
transferre y equity (%) capital
d share share (₹) (%)*
(₹)
Vishal Sanwarprasad Budhia
June 10, 2015 Initial Cash 18,000 18,000 10 10 0.01 [●]
subscription
to the MoA
June 13, 2016 Private Cash 100,000 118,000 10 10 Negligible [●]
placement
March 23, Transfer of Cash 1,200,000 1,318,000 10 10 0.53 [●]
2021 equity shares
from Sanjoo
Prints Private
Limited to
Vishal
Sanwarprasa
d Budhia
March 25, Transfer of Cash 1,530,000 2,848,000 10 10 0.68 [●]
2021 equity shares
from Sanjoo
Dyeing &
Printing
Mills Private
Limited to
Vishal
Sanwarprasa
d Budhia
March 8, 2022 Transfer of Cash (6,000) 2,842,000 10 51 Negligible [●]
equity shares
120Date of Nature of Nature of No. of No. of Face Offer Percentag Percentag
Allotment/ transaction consideratio equity cumulative value Price/ e of the e of the
Transfer of n shares equity per transfer pre- Offer post-
equity shares allotted/ shares equit price per capital Offer
transferre y equity (%) capital
d share share (₹) (%)*
(₹)
from Vishal
Sanwarprasa
d Budhia to
Suchi
Goenka
September 30, Pursuant to a Board resolution dated September 8, 2022 and Shareholders’ resolution dated September 30, 2022,
2022 equity shares of face value of ₹ 10 each of our Company were sub-divided into Equity Shares of face value of ₹
2 each. Consequently, the issued and subscribed share capital of our Company, comprising 3,000,000 equity
shares of face value of ₹ 10 each, was sub-divided into 15,000,000 Equity Shares of face value of ₹ 2 each.
Pursuant to the sub-division, Vishal Sanwarprasad Budhia, one of our Promoters, consequently, holds 14,210,000
Equity Shares of face value of ₹ 2 each.
November 1, Bonus issue N.A. 56,840,000 71,050,000 2 N.A. 25.15 [●]
2022 in the ratio of
four Equity
Shares for
every one
Equity Share
October 5, Bonus issue N.A. 142,100,00 213,150,00 2 N.A. 62.88 [●]
2023 in the ratio of 0 0
two Equity
Shares for
every one
Equity Share
November 30, Transfer to Gift (6,387,000) 206,763,00 2 N.A. (2.83) [●]
2023 Budhia 0
Business
Trust
November 30, Transfer to Gift (4,263,000) 202,500,00 2 N.A. (1.89) [●]
2023 VB Business 0
Trust
(A) TOTAL 202,500,00 2 - 89.61 [●]
0
Ritu Budhia
June 10, 2015 Initial Cash 14,960 14,960 10 10 0.03 [●]
subscription
to the MoA
June 13, 2016 Private Cash 70,000 84,960 10 10 0.15 [●]
Placement
March 30, Transfer to Cash (5,100) 79,860 10 51 (0.01) [●]
2022 Gitadevi
Agarwal
Transfer to Cash (2,600) 77,260 10 51 (0.01) [●]
Manish
Agarwal
Transfer to Cash (2,600) 74,660 10 51 (0.01) [●]
Rahul
Agarwal
Transfer to Cash (2,500) 72,160 10 51 (0.01) [●]
Vikas
Agarwal
Transfer to Cash (2,600) 69,560 10 51 (0.01) [●]
Ruchi
Agarwal
Transfer to Cash (2,500) 67,060 10 51 (0.01) [●]
Suchika
Agarwal
Transfer to Cash (2,500) 64,560 10 51 (0.01) [●]
Sweta
Agarwal
121Date of Nature of Nature of No. of No. of Face Offer Percentag Percentag
Allotment/ transaction consideratio equity cumulative value Price/ e of the e of the
Transfer of n shares equity per transfer pre- Offer post-
equity shares allotted/ shares equit price per capital Offer
transferre y equity (%) capital
d share share (₹) (%)*
(₹)
September 30, Pursuant to a Board resolution dated September 8, 2022 and Shareholders’ resolution dated September 30, 2022,
2022 equity shares of face value of ₹ 10 each of our Company were sub-divided into Equity Shares of face value of ₹
2 each. Consequently, the issued and subscribed share capital of our Company, comprising 3,000,000 equity
shares of face value of ₹ 10 each, was sub-divided into 15,000,000 Equity Shares of face value of ₹ 2 each.
Pursuant to the sub-division, Ritu Budhia, one of our Promoters, consequently, holds 3,22,800 Equity Shares of
face value of ₹ 2 each.
November 1, Bonus issue NA 12,91,200 16,14,000 2 NA 0.57 [●]
2022 in the ratio
of four
Equity
Shares for
every one
Equity Share
August 24, Transfer to Gift (16,13,900) 100 2 NA (0.71) [●]
2023 Sanwarprasa
d Budhia
October 5, Bonus issue NA 200 300 2 NA Negligible [●]
2023 in the ratio
of two
Equity
Shares for
every one
Equity Share
(B) TOTAL 300 2 Negligible [●]
Negligibl
e
VSB Business Trust
November 30, Transfer Gift 8,010,425 8,010,425 2 N.A. 3.54 [●]
2023 from
Sanwarprasa
d Ramkumar
Budhia to
VSB
Business
Trust
(C) TOTAL 8,010,425 2 - 3.54 [●]
VB Business Trust
November 30, Transfer Gift 4,263,000 4,263,000 2 N.A. 1.89 [●]
2023 from Vishal
Sanwarprasa
d Budhia
(D) TOTAL 4,263,000 2 - 1.89 [●]
Budhia Business Trust
November 30, Transfer Gift 6,387,000 6,387,000 2 N.A. 2.83 [●]
2023 from Vishal
Sanwarprasa
d Budhia
(E) TOTAL 6,387,000 2 - 2.83 [●]
(A+B+C+D+E TOTAL 221,160,725 97.87 [●]
)
*To be updated at the Prospectus stage.
(iii) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or
acquisition, as applicable, of such Equity Shares. Except for 148,874,167 Equity Shares constituting 65.88%
of our paid-up Equity Share capital pledged by Vishal Sanwarprasad Budhia, (“Pledged Equity Shares”) as
on the date of this Updated Draft Red Herring Prospectus-I, none of the Equity Shares held by our Promoters
122are pledged or are subject to non-disposal undertaking with any creditor or any other encumbrance. By way of
a letter dated June 27, 2025, Catalyst Trusteeship Limited has confirmed the release of the aforementioned
Pledged Equity Shares, prior to the filing of the UDRHP-II and the same will be required to be repledged if
our Company is unable to repay the entire debt of Ascertis Credit (Formerly known as BPEA ) within an agreed
timeline.
Equity Shareholding of our Directors, Key Managerial Personnel or the members of Senior Management
(i) Except as disclosed below, none of our Directors, Key Managerial Personnel or the members of Senior
Management Personnel hold any Equity Shares in our Company as on the date of this Updated Draft Red
Herring Prospectus-I.
Sr. Name of the Shareholder Number of Equity Shares of Percentage of pre-Offer Equity
No. face value of ₹ 2 each Share capital
Directors
1. Vishal Sanwarprasad Budhia* 202,500,000 89.61
KMP
2. Vishal Sanwarprasad Budhia 202,500,000 89.61
Member of Senior Management
3. Suchi Goenka 450,000 0.20
* Also being the Promoter Selling Shareholder.
For further details, see “Our Management – Shareholding of Directors in our Company” and “Our Management – Shareholding of the
Key Managerial Personnel and Senior Management” on pages 350 and 363.
(ii) Neither our Promoters, nor the members of the Promoter Group, have purchased or sold any securities of our
Company during the period of six months immediately preceding the date of this Updated Draft Red Herring
Prospectus-I. Further, none of our Directors (excluding our Promoter who is also a Director) of our Company
nor any of their respective relatives, as applicable, have purchased or sold any securities of our Company
during the period of six months immediately preceding the date of this Updated Draft Red Herring Prospectus-
I.
(iii) There have been no financing arrangements whereby our Promoters, the members of the Promoter Group, our
Directors, or their relatives have financed the purchase of securities of our Company by any other person other
than in the normal course of the business of the financing entity, during a period of six months immediately
preceding the date of the Pre-filed Draft Red Herring Prospectus, and this Updated Draft Red Herring
Prospectus-I.
3. Details of acquisition through secondary transactions of the securities of our Company
Except as disclosed in the “- Build-up of the Equity shareholding of our Promoters in our Company” on page
120 and as set out below, there have been no acquisitions through secondary transactions of the Equity Shares
by the members of the Promoter Group and the Promoter Selling Shareholder of our Company.
Date of Name of transferor Name of transferee Number of Nature of Face Offer
transfer equity shares consideration value per price/
transferred equity transfer
share (in price per
₹) equity
share (in
₹)
September Virendrakumar Budhia Kumaresh 10 Cash 10 10
21, 2018 Bhargav Sanwarprasad
Dilip Ramniwas Kamal Agarwal 10 Cash 10 10
Ojha
Lalankumar D. Nita Budhia 10 Cash 10 10
Yadav
Jugalkishore B. Pushpadevi Budhia 10 Cash 10 10
Mathur
123March 23, Sanjoo Prints Vishal Sanwarprasad 1,200,000 Cash 10 10
2021 Private Limited Budhia
March 25, Sanjoo Dyeing Cash 10 10
2021 and Printing Vishal Sanwarprasad
1,530,000
Mills Private Budhia
Limited
February Sanwarprasad 12,000 Gift 10 Nil
24, 2022 Ramkumar Kamal Agarwal
Budhia
Sanwarprasad 12,000 Gift 10 Nil
Budhia Kumaresh
Ramkumar
Sanwarprasad
Budhia
March 8,
Vishal Budhia Suchi Goenka 6,000 Cash 10 51
2022
Ritu Budhia Gitadevi Agarwal 5,100 Cash 10 51
Ritu Budhia Manish Agrawal 2,600 Cash 10 51
Ritu Budhia Rahul Agrawal 2,600 Cash 10 51
March 30,
Ritu Budhia Vikas Agrawal 2,500 Cash 10 51
2022
Ritu Budhia Ruchi Agrawal 2,600 Cash 10 51
Ritu Budhia Suchika Agrawal 2,500 Cash 10 51
Ritu Budhia Sweta Agarwal 2,500 Cash 10 51
Sanwarprasad
Ramkumar Dhyaniben M Shah 187 Cash 10 106
July 4, Budhia
2022 Sanwarprasad Bhavdip
Ramkumar Rameshchandra 375 Cash 10 106
Budhia Gajjar
Sanwarprasad
August 30, Nainilkumar Anilbhai
Ramkumar 187 Cash 10 106
2022 Patel
Budhia
August 24, Sanwarprasad
Ritu Budhia 1,613,900 Gift 2 Nil
2023 Ramkumar Budhia
Sanwarprasad Nil
Ramkumar VSB Business Trust 8,010,425 Gift 2
Budhia
Vishal Nil
November
Sanwarprasad Budhia Business Trust 6,387,000 Gift 2
30, 2023
Budhia
Vishal Nil
Sanwarprasad VB Business Trust 4,263,000 Gift 2
Budhia
October Vrinda Binay Sangeeta Gaurav 25,000 Cash 2 220
28, 2024 Agarwal Parasrampuria
November Lalit Radhakisan Sangeeta Gaurav 25,000 Cash 2 220
8, 2024 Agarwal Parasrampuria
4. Details of lock-in of Equity Shares
(i) Details of Promoters’ contribution
In accordance with the Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer Equity Share capital of our Company held by our Promoters shall be locked in for a period
of three years, from the date of Allotment as minimum promoter’s contribution (“Minimum Promoters’
Contribution”), and our Promoters’ shareholding in excess of 20% of the fully diluted post-Offer Equity
Share capital shall be locked in for a period of one year from the date of Allotment. As on the date of this
Updated Draft Red Herring Prospectus-I, our Promoters holds 221,160,725 Equity Shares of face value of ₹ 2
each equivalent to 97.87% of the issued, subscribed and paid-up equity share capital of our Company on a
fully diluted basis out of which [●] Equity Shares are eligible for Minimum Promoters’ Contribution.
The details of the Equity Shares to be locked-in for three years from the date of Allotment as Minimum
Promoters’ Contribution are set forth in the table below:
124Name of Number Date of Nature of Face Offer / Percentage of Percentage of Date up
Promoters of Equity allotment / transaction value acquisition the pre- the post- to which
Shares transfer of per price per Offer paid- Offer paid-up the
locked- the Equity equity Equity Share up capital capital (%)* Equity
in(1)(2) Shares and share (₹) (%) Shares
when made (₹) are
fully paid-up subject to
* lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated in the Prospectus
(1) For a period of three years from the date of Allotment or such other period as prescribed under SEBI ICDR Regulations from the
date of Allotment.
(2) All Equity Shares were fully paid-up at the time of allotment/acquisition.
* Subject to finalisation of Basis of Allotment.
Our Promoters have given its consent for inclusion of such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as part of the Minimum
Promoters’ Contribution, subject to lock-in requirements as specified under Regulation 14 of the SEBI ICDR
Regulations. Our Promoters have agreed not to dispose, sell, transfer, create any pledge, lien or otherwise
encumber in any manner, the Minimum Promoters’ Contribution from the date of filing this Updated Draft
Red Herring Prospectus-I, until the expiry of the lock-in specified above, or for such other time as required
under the SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR
Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for
computation of Minimum Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:
1. The Equity Shares offered for Minimum Promoters’ Contribution do not include Equity Shares acquired
in the three immediately preceding years (a) acquired for consideration other than cash and revaluation of
assets or capitalisation of intangible assets is involved in such transaction; or (b) resulting from a bonus
issue of Equity Shares by utilization of revaluation reserves or unrealised profits of our Company or from
a bonus issuance of Equity Shares against Equity Shares, which are otherwise ineligible for computation
of Minimum Promoters’ Contribution;
2. The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the
immediately preceding one year from the date of this Updated Draft Red Herring Prospectus-I at a price
lower than the price at which the Equity Shares are being offered to the public in the Offer;
3. Our Company has not been formed by the conversion of a partnership firm or a limited liability partnership
firm into a company in the preceding one year and hence, no Equity Shares have been issued in the one
year immediately preceding the date of this Updated Draft Red Herring Prospectus-I pursuant to conversion
from a partnership firm or a limited liability partnership firm; and
4. Except for 148,874,167 Equity Shares constituting 65.88% of our paid-up Equity Share capital pledged by Vishal
Sanwarprasad Budhia, (“Pledged Equity Shares”) as on the date of this Updated Draft Red Herring Prospectus-I,
none of the Equity Shares held by our Promoters are pledged or are subject to non-disposal undertaking with any
creditor or any other encumbrance. By way of a letter dated June 27, 2025, Catalyst Trusteeship Limited has confirmed
the release of the aforementioned Pledged Equity Shares, prior to the filing of the UDRHP-II and the same will be
required to be repledged if our Company is unable to repay the entire debt of Ascertis Credit (Formerly known as
BPEA) within an agreed timeline.
(ii) Details of Equity Shares locked-in for six months
In addition to the lock-in requirements prescribed in “- Details of Promoters’ Contribution and lock-in” on
page 124, in accordance with Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share
capital of our Company (excluding the Promoters’ Contribution and our Promoters’ shareholding in excess of
12520% of the fully diluted post-Offer Equity Share capital of our Company, which will be locked-in for one year)
will be locked-in for a period of six months from the date of Allotment.
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of
the Equity Shares locked-in are recorded by the relevant Depository.
(iii) Lock-in of Equity Shares Allotted to Anchor Investors
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 lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the Anchor
Investors from the date of Allotment.
(iv) Other requirements in respect of lock-in
(a) The Equity Shares held by our Promoters which are locked-in for a period of three years from the date of
Allotment in terms of clause (a) Regulation 16 of the SEBI ICDR Regulations may be pledged only with
scheduled commercial banks or public financial institutions or NBFC-ND-SI or housing finance
companies, as collateral security for loans granted by such banks or public financial institutions or NBFC-
ND-SI or housing finance companies in terms of Regulation 21 of the SEBI ICDR Regulations, provided
that such loans have been granted to our Company or its Subsidiary for the purpose of financing one or
more of the objects of the Offer and pledge of Equity Shares is a term of sanction of such loans. The
Equity Shares held by our Promoters which are locked-in for a period of one year from the date of
Allotment in terms of clause (b) Regulation 16 of the SEBI ICDR Regulations may be pledged only with
scheduled commercial banks or public financial institutions or NBFC-ND-SI or housing finance
companies, as collateral security for loans granted by such banks or public financial institutions or NBFC-
ND-SI or housing finance companies in terms of Regulation 21 of the SEBI ICDR Regulations, provided
that the pledge of Equity Shares is one of the terms of sanction of such loans. However, the relevant lock-
in period shall continue post the invocation of the pledge referenced above, and the relevant transferee
shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has expired in terms
of the SEBI ICDR Regulations.
(b) In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be transferred to another promoter,
and among any member of the Promoter Group or a new promoter or persons in control of our Company,
subject to continuation of lock-in in the hands of the transferee for the remaining period and compliance
with the Takeover Regulations, as applicable, and such transferee shall not be eligible to transfer them
till the lock-in period stipulated in the SEBI ICDR Regulations has expired.
(c) The Equity Shares held by any person other than our Promoters and locked-in for a period of six months
from the date of Allotment in the Offer as per Regulation 17 of the SEBI ICDR Regulations, may be
transferred to any other person holding the Equity Shares which are locked-in, subject to continuation of
the lock-in in the hands of transferees for the remaining period and compliance with the Takeover
Regulations, as applicable.
(The remainder of this page has intentionally been left blank)
1265. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Updated Draft Red Herring Prospectus-I*#:
Categ Categor Number Number Numb Numbe Total Sharehol Number of voting rights Number Total Sharehol Number of Number of Non- Other Total Number of
ory y of of of fully er of r of number ding as a held in each class of of shares number ding as a locked in shares pledged Disposal encumbra number of Equity
(I) sharehol sharehol paid-up partly shares of shares % of total securities underlyin of % shares (XIV) Undertaking nces, if any shares Shares
der ders (III) Equity paid- underly held number (IX) g shares assuming (XIII) (XV) (XVI) encumbere held in
(II) Shares up ing (VII) of shares outstandion fully full d (XVII = dematerial
held Equit Deposit =(IV)+(V (calculate ng diluted conversio (XIV+XV+ ized form
(IV) y ory )+ (VI) d as per convertib basis n of XVI) (XVIII)
Share Receipt SCRR, Number of voting Tota le (includi convertibl Numb As a Number As a Nu As a % Num As a Num As a
s held s 1957) rights l as a securities ng e er (a) % (a) % mbe of total ber % of ber % of
(V) (VI) (VIII) Class: Clas Tot % of (includinwarrant securities of of r (a) shares (a) total (a) total
Equity s: al: (A+ g s, (as a total total held shar shar
Shares Othe B+ warrants ESOP, percentag shar shar (b) es es
rs C) ) converti e of es es held held
(X) ble diluted held held
(b) (b)
securitie share (b) (b)
s, etc.) capital)
(XI) = (XII)=
(VII+X) (VII)+(X)
As a % of
(A+B+C2
)
(A) Promote - - - -
148,
rs and 223,013, 223,013, 223,013, 98.6 223,01 65.8 223,013,0
10 - - 98.69 - - 98.44 - - 148,874, 65. 874,
Promote 075 075 075 9 3,075 8 75
167 88 167
r Group
(B) Public 2,963,67 2,963,67 2,963,67 5,68,94 3,532,6 - - - -
84 - - 1.31 - 1.31 1.56 - - - - 2,963,675
5 5 5 0 15
(C) Non - - - - - - - - - - - - - - - - - - - -
Promote
r- Non
Public
(C)(1) Shares - - - - - - - - - - - - - - - - - - - -
underlyi
ng
deposito
ry
receipts
(C)(2) Shares - - - - - - - - - - - - - - - - - - - -
held by
employe
e trusts
Total 226,54 - - 148,
225,976, 225,976, 225,976, 100. 148,874, 65. 65.8 225,976,7
94 - - 100.00 - - 5,690 100.00 - - 874,
750 750 750 00 167 88 8 50
167
Notes:
* Except for 148,874,167 Equity Shares constituting 65.88% of our paid-up Equity Share capital pledged by Vishal Sanwarprasad Budhia, (“Pledged Equity Shares”) as on the date of this Updated Draft Red Herring Prospectus-I,
none of the Equity Shares held by our Promoters are pledged or are subject to non-disposal undertaking with any creditor or any other encumbrance. By way of a letter dated June 27, 2025, Catalyst Trusteeship Limited has confirmed
the release of the aforementioned Pledged Equity Shares, prior to the filing of the UDRHP-II and the same will be required to be repledged if our Company is unable to repay the entire debt of Ascertis Credit (Formerly known as
BPEA) within an agreed timeline.
*Based on beneficiary position statement dated December 5, 2025.
1276. Major shareholders
The list of our major Shareholders and the number of Equity Shares held by them is provided below:
a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as
on the date of filing of this Updated Draft Red Herring Prospectus-I are set forth below:
Sr. No. Name of the Shareholder No. of Equity Shares Percentage of the pre-Offer
Equity Share capital* (%)
1. Vishal Sanwarprasad Budhia 202,500,000 89.61
2. VSB Business Trust 8,010,425 3.54
3. Budhia Business Trust 6,387,000 2.83
4. VB Business Trust 4,263,000 1.89
TOTAL 221,160,425 97.87
* Based on the beneficiary position statement dated December 5, 2025.
b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
10 days prior to the date of filing of this Updated Draft Red Herring Prospectus-I are set forth below:
Sr. No. Name of the Shareholder No. of Equity Shares Percentage of Equity Share
capital*
1. Vishal Sanwarprasad Budhia 202,500,000 89.61
2. VSB Business Trust 8,010,425 3.54
3. Budhia Business Trust 6,387,000 2.83
4. VB Business Trust 4,263,000 1.89
TOTAL 221,160,425 97.87
* Based on the beneficiary position statement dated November 28, 2025.
c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
one year prior to the date of filing of this Updated Draft Red Herring Prospectus-I are set forth below:
Sr. No. Name of the Shareholder No. of Equity Shares Percentage of the Equity
Share capital*
1. Vishal Sanwarprasad Budhia 202,500,000 89.61
2. VSB Business Trust 8,010,425 3.54
3. Budhia Business Trust 6,387,000 2.83
4. VB Business Trust 4,263,000 1.89
TOTAL 221,160,425 97.87
* Based on the beneficiary position statement dated December 6, 2024.
d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
two years prior to the date of filing of this Updated Draft Red Herring Prospectus-I are set forth below:
128Sr. No. Name of the Shareholder No. of Equity Shares Percentage of the Equity
Share capital*
1. Vishal Sanwarprasad Budhia 202,500,000 90.00
2. VSB Business Trust 8,010,425 3.56
3. Budhia Business Trust 6,387,000 2.84
4. VB Business Trust 4,263,000 1.89
TOTAL 221,160,425 98.29
* Based on the beneficiary position statement dated December 8, 2023.
7. Except for the allotment of Equity Shares pursuant to the Offer, the Pre-IPO Placement and the exercise of
options granted under the ESOP Plan 2024, there will be no further issue of Equity Shares whether by way of
issue of bonus shares, rights issue, preferential issue or any other manner during the period commencing from
the date of filing of this Updated Draft Red Herring Prospectus-I until the listing of the Equity Shares on the
Stock Exchanges pursuant to the Offer or all application moneys have been refunded to the Anchor Investors,
or the application moneys are unblocked in the ASBA Accounts on account of non-listing, under-subscription
etc., as the case may be this is in the event there is a failure of the Offer.
8. Our Company presently does not have any intention, negotiation and consideration to alter its capital structure
for a period of six months from the Bid/ Offer Opening Date, by way of split or consolidation of the denomination
of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable,
directly or indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus shares or on
a rights basis or by way of further public issue of Equity Shares or qualified institutions placements or otherwise.
Provided, however, that the foregoing restrictions do not apply to the issuance of any Equity Shares under the
Offer, Pre-IPO Placement or pursuant to exercise of options granted under the ESOP Plan 2024. However, if our
Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary
approvals, consider raising additional capital to fund such activity or use Equity Shares as consideration for
acquisitions or participation in such joint ventures or other arrangements.
9. There are no outstanding convertible securities or any warrant, option or right to convert a debenture, loan or
other instrument which would entitle any person any option to receive Equity Shares, except for the options
granted and outstanding under the ESOP Plan 2024 as on the date of this Updated Draft Red Herring Prospectus-
I.
10. Our Company, our Directors and the Book Running Lead Manager have not entered into buyback arrangements
and / or any other similar arrangements for the purchase of Equity Shares of our Company.
11. As on the date of this Updated Draft Red Herring Prospectus-I, our Company has a total of 94 Shareholders.*
* Based on the beneficiary position statement dated December 5, 2025.
12. As on the date of this Updated Draft Red Herring Prospectus-I, the BRLM and its associates (as defined in the
SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLM and its
associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform
services for, our Company and its respective directors and officers, partners, trustees, affiliates, 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 each of its respective directors and officers,
partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future
receive, compensation.
13. As of the date of this Updated Draft Red Herring Prospectus-I, the BRLM is not an associate (as defined in the
SEBI Merchant Bankers Regulations) of our Company.
14. There are no partly paid up Equity Shares as on the date of this Updated Draft Red Herring Prospectus-I and all
129Equity Shares issued pursuant to the Offer will be fully paid up at the time of Allotment.
15. No person connected with the Offer, including, but not limited to, the Book Running Lead Manager, the
Syndicate Members, our Company, its Subsidiary, our Promoters, the members of the Promoter Group, our
Directors or Group Companies shall offer any incentive, whether direct or indirect, in any manner, whether in
cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services
rendered in relation to the Offer.
16. Neither the (i) Book Running Lead Manager or any associates of the Book Running Lead Manager (other than
the Mutual Funds sponsored by entities which are associates of the Book Running Lead Manager or insurance
companies promoted by entities which are associates of the Book Running Lead Manager or AIFs sponsored by
the entities which are associates of the Book Running Lead Manager or FPIs other than individuals, corporate
bodies and family offices which are associates of the Book Running Lead Manager or pension funds sponsored
by entities which are associates of the Book Running Lead Manager) nor (ii) any person related to our Promoters
or the members of the Promoter Group shall apply in the Offer under the Anchor Investors Portion.
17. Except for the Offer for Sale which is offered by the Promoter Selling Shareholder, our Promoters and the
members of the Promoter Group shall not participate in the Offer.
18. Our Company shall ensure that all transactions in the Equity Shares by our Promoters and the members of the
Promoter Group between the date of filing of this Updated Draft Red Herring Prospectus-I and the date of closure
of the Offer shall be reported to the Stock Exchanges within 24 hours of such transactions.
19. At any given time, there shall be only one denomination of the Equity Shares of our Company.
20. Our Company confirms that the issuance of securities since incorporation till the date of filing of this Updated
Draft Red Herring Prospectus-I , is in compliance with the applicable provisions of the Companies Act, 2013.
21. Our Company has not made any public issue since its incorporation.
Employee Stock Option Plan
ESOP Plan 2024
The Steamhouse India Limited Employee Stock Option Plan 2024, (“ESOP Plan 2024”) is in compliance with
the SBEB Regulations, 2021 and the Companies Act, 2013. Our Company may grant options under the ESOP
Plan 2024 prior to filing the Red Herring Prospectus with the RoC.
The grants which shall be made under the ESOP Plan 2024 shall be in compliance with the Companies Act, 2013.
All options that shall be granted under the ESOP Plan 2024 shall be granted only to persons who are, at the time
of grant, employees as defined under the Companies Act, 2013, and the SEBI SBEB & SE Regulations, as
applicable.
Pursuant to the resolutions passed by our Board on June 19, 2024 and our Shareholders on July 5, 2024, for
approving the ESOP Plan 2024 for issue of employee stock options to eligible employees, which may result in
issue of not more than 1,129,884 equity shares (subject to adjustments for corporate actions such as bonus issue
or subdivision of equity shares)
The details of the ESOP Plan 2024, as certified by Natvarlal Vepari & Co, Chartered Accountants, our Statutory
Auditors through a certificate dated December 8, 2025 as follows.
The following table sets forth the particulars of ESOP Plan 2024, including options granted as on the date of this
Updated Draft Red Herring Prospectus-I:
130For the period from For the period ended For the year ended
Particulars October 1, 2025, till the September 30, 2025 March 31, 2025
date of this UDRHP-1
Total options outstanding as at the
5,80,744 6,18,622 Nil
beginning of the year/ period*
Total options granted - - 6,18,622
Exercise price of options in ₹ 2 2 2
Options forfeited/lapsed/cancelled
11,804 37,878 -
during the year/ period*
12 months from the date of grant of options or 9 months from date of listing of
Vesting Period
equity shares (IPO) whichever is later
Variation of terms of options Not applicable
Money realized by exercise of options
- - -
(in ₹ million)
Total number of options in force
(including vested and unvested 5,68,940 5,80,744 6,18,622
options)
Total options vested (excluding the
- - -
options that have been exercised)
Options exercised - - -
The total number of Equity Shares
arising as a result of full exercise of
granted options (net of forfeited/ - - -
lapsed/ cancelled options) (vested +
unvested options)
Employee wise details of options
granted to:
(a) Key managerial personnel - - 305,590
1- Vaibhav Gattani - - 286,000
2- Shyam Bhadresh Kapadia - - 7,650
3- Ramprakash B Sharma - - 9,000
4- Yadav Lalankumar Dayanand - - 2,940
(b) Senior management - - 36,450
1- Suchi Goenka - - 15,750
2- Chatniwala Mehul Babubhai - - 9,600
3- Himmat Singh Chauhan - - 11,100
- -
(c) Any other employee who receives
a grant in any one year of options
Abhishek Rathi - 131,250
amounting to 5% or more of the
options granted during the year
(d) Identified employees who were
granted options during any one year
equal to or exceeding 1% of the issued
No No No
capital (excluding outstanding
warrants and conversions) of the
Company at the time of grant
Diluted earnings per share pursuant to
the issue of Equity Shares on exercise
of options in accordance with IND AS Not Available 0.58** 1.38
33 ‘Earnings Per Share’ from
continuing operations
131For the period from For the period ended For the year ended
Particulars October 1, 2025, till the September 30, 2025 March 31, 2025
date of this UDRHP-1
Difference between employee
compensation cost calculated using the
intrinsic value of stock options and the
employee compensation cost that shall
Nil Nil Nil
have been recognised if the Company
had used fair value of options and
impact of this difference on profits and
EPS of the Company
Description of the pricing formula and The fair value option has been calculated by using Discounted Free Cash Flows
method and significant assumptions Method.
used to estimate the fair value of The assumptions used in the above are:
options granted during the year Risk free rate: 6.70%
including, weighted average Equity risk premium: 7.00%
information, namely, risk-free interest Beta: 1.00
rate, expected life, expected volatility, Business risk: 5.00%
expected dividends, and the price of Average cost of debt: 10.00%(Pre-tax)
the underlying share in the market at Expected dividend yield: 0.00%
the time of grant of option** Underlying asset per price (INR): 86.00
Impact on the profits and on the
Earnings Per Share of the last three
years if the accounting policies
specified in the Securities and
Not Available
Exchange Board of India (Share Based Negligible Negligible
Employee Benefits and Sweat Equity)
Regulations, 2021 had been followed,
in respect of options granted in the last
three years
Intention of key managerial personnel,
senior management and whole-time
directors who are holders of Equity
Not available as shares Not available as shares Not available as shares
Shares allotted on exercise of options;
are not allotted are not allotted are not allotted
granted or allotted to sell their shares
within three months after the listing of
Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising
out of the ESOP Scheme or allotted
under an ESOP Scheme within three
months after the listing of Equity
Shares by directors, key managerial
Not available as shares Not available as shares Not available as shares
personnel, senior managerial personnel
are not allotted are not allotted are not allotted
and employees having Equity Shares
arising out of the ESOP Scheme,
amounting to more than 1% of the
issued capital (excluding outstanding
warrants and conversions)
*The options were forfeited as the employees had resigned.
** Not annualised
132OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of up to [●] Equity Shares of face value of ₹2 each, aggregating up to ₹ 3,450.00
million by our Company and an Offer for Sale of up to [●] Equity Shares of face value of ₹2 each, aggregating to up
to ₹ 800.00 million by the Promoter Selling Shareholder, subject to finalization of Basis of Allotment.
Offer for Sale
The proceeds of the Offer for Sale shall be received by the Promoter Selling Shareholder. Our Company will not
receive any proceeds from the Offer for Sale. The Promoter Selling Shareholder will be entitled to the Offer Proceeds,
to the extent of the Equity Shares offered by him in the Offer, after deducting his share of the Offer related expenses
and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale and the proceeds
received from the Offer for Sale will not form part of the Net Proceeds.
The Promoter Selling Shareholder has confirmed and approved his participation in the Offer for Sale, as set out below:
Name of the Promoter Selling Number of Equity Shares offered in the Offer for Date of consent letter
Shareholder Sale
Vishal Sanwarprasad Budhia Up to [●] Equity Shares aggregating up to ₹ 800.00 June 27, 2025
million
For further details of the Offer for Sale, see “Other Regulatory and Statutory Disclosures – Authority for the Offer”
and “- Offer Expenses” on pages 553 and 191.
Fresh Issue
We propose to utilise the Net Proceeds from the Fresh Issue towards funding the following objects:
1. Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our Company;
2. Funding capital expenditure requirements for augmenting infrastructure development of our Company towards
(i) capacity expansion of the Ankleshwar Facility (Phase 3) and (ii) capacity expansion of the Panoli Facility
(Phase 2);
3. Funding capital expenditure in relation to setting up of a new manufacturing facility for generation of steam in
Dahej SEZ; and
4. General corporate purposes.
(collectively, the “Objects”).
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges and
enhancement of our Company’s visibility and brand image, and creation of a public market for our Equity Shares in
India.
The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of
Association enables our Company to undertake its existing activities and the activities proposed to be funded from the
Net Proceeds.
Proceeds of the Fresh Issue
After deducting the Offer related expenses from the Gross Proceeds of the Fresh Issue, we estimate the Net Proceeds
to be ₹ [●] million.
The details of the proceeds of the Fresh Issue are summarised in the table below:
133(in ₹ million)
Particulars Estimated amount*
Gross proceeds from the Fresh Issue^ (“Gross Proceeds”) Up to 3,450.00**
Less: Estimated Offer related expenses in relation to the Fresh Issue# ([●])
Net Proceeds [●]
^ Our Company, in consultation with the BRLM, may consider an issue of specified securities, as may be permitted under the applicable law,
aggregating up to ₹ 150.00 million, between the date of filing of this Updated Draft Red Herring Prospectus – I and prior to filing of the Red
Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If
the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to
the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result
into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
*To be finalised upon determination of the Offer Price and updated in the Prospectus at the time of filing with the RoC.
**Subject to full subscription in the Offer.
# For details, see “- Offer expenses” on page 191.
Utilization of Net Proceeds and Schedule of Deployment
The Net Proceeds are proposed to be utilised and are currently expected to be deployed in accordance with the schedule
set forth below:
(in ₹ million)
Particulars Estimated amount to Estimated deployment of Net Proceeds*
be funded from Net Fiscal 2026 Fiscal 2027 Fiscal 2028
Proceeds#
Repayment or 1,500.00 1,500.00 - -
prepayment of all or a
portion of certain
outstanding borrowings
availed by our Company
Funding capital 708.98 95.72 489.19 124.07
expenditure requirements
for augmenting
infrastructure
development of the
Company towards
- capacity 350.99 47.39 242.18 61.42
expansion of the
Ankleshwar
Facility (Phase 3)
- capacity 357.99 48.33 247.01 62.65
expansion of the
Panoli Facility
(Phase 2)
Funding capital 373.80 46.73 265.39 61.68
expenditure in relation to
the setting up of a
manufacturing facility for
generation of steam at
- Dahej SEZ 373.80 46.73 265.39 61.68
General corporate [●] [●] [●] [●]
purposes*
Total*^ [●] [●] [●] [●]
*To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general
corporate purposes shall not exceed 25% of the Gross Proceeds, in accordance with the SEBI ICDR Regulations. This includes the Offer expenses
amounting to ₹ [●] million.
^ The Company may, at its discretion and in consultation with the BRLM, undertake an issue of specified securities, as may be permitted under
applicable law, aggregating up to ₹150.00 million. The Pre-IPO Placement, if undertaken, will be at a price to be decided by the Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
134the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size
of the Fresh Issue. Prior to the completion of the Offer, the Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that the Company may proceed with the Offer or that the Offer will
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation
to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.
# Includes applicable taxes, to the extent that GST input tax credit cannot be claimed by our Company.
Note: Based on the assumption that the Net Proceeds from the Offer will be received by our Company by February 28, 2026.
The deployment of funds indicated above, including the fund requirements and the intended use of the Net Proceeds,
is based on our current business plan, management estimates, prevailing market conditions, and other commercial and
technical factors such as interest rates, exchange rate fluctuations, estimated costs based on valid quotations obtained
from various third-party vendors, and the project report dated December 1, 2025, issued by Dr. P. J. Gandhi, Chartered
Engineer (“Project Report”). The deployment of funds described herein has not been appraised by any bank, financial
institution, or any other independent agency and is solely based on management estimates. See “Risk Factors - Our
funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial
institution or any other independent agency and our management will have broad discretion over the use of the Net
Proceeds.” on page 72. Given the dynamic nature of our business, we may have to revise our funding requirements
and deployment on account of a variety of factors such as our financial condition, business strategy, macro-economic
factors, change in government policy, competition, and external factors such as market conditions, interest or exchange
rate fluctuations, and other changes in the business environment which may not be within the control of our
management. This may entail rescheduling or revising the planned expenditure and funding requirements, including
the expenditure for a particular purpose, at the discretion of our management, subject to compliance with applicable
law. For further details, please see, “Risk Factors – Any variation in the utilisation of the Net proceeds would be
subject to certain compliance requirements, including prior Shareholders’ approval.” on page 71.
Moreover, if the actual utilisation towards any of the Objects is lower than the proposed deployment, such balance
will be used for general corporate purposes, provided that the total amount utilized towards general corporate purposes
will not exceed 25% of the Gross Proceeds in accordance with Regulations 7(2) and 7(3) of the SEBI ICDR
Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated
cost of the Objects, business considerations may require us to explore a range of options including utilising our internal
accruals and seeking additional debt from existing and future lenders. To the extent our Company is unable to utilise
the Net Proceeds (in full or in part) towards the aforementioned Objects, due to factors such as (i) the timing of
completion of the Offer; (ii) market conditions outside the control of our Company; and (iii) any other business and
commercial considerations, per the estimated schedule of deployment specified above, our Company shall utilize the
remaining Net Proceeds in subsequent Fiscals as may be determined by our Company, in accordance with applicable
laws. Subject to applicable law, if there is any increase in the actual utilization of funds allocated for the purposes set
forth above, the additional funds required for a particular activity will be met through available funding sources,
including internal accruals and any additional equity and/or debt arrangements. For further details, see “Risk Factors”
on page 34.
Means of Finance
Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards (i) Repayment or prepayment of all
or a portion of certain outstanding borrowings availed by our Company; (ii) Funding capital expenditure requirements
for augmenting infrastructure development of our Company towards (a) capacity expansion of the Ankleshwar Facility
(Phase 3); and (b) capacity expansion of the Panoli Facility (Phase 2); (iii) Funding capital expenditure in relation to
setting up of a new manufacturing facility for generation of steam in Dahej SEZ; and (iv) general corporate purposes.
The Objects are proposed to be funded entirely from the Net Proceeds. Accordingly, there is no requirement to make
firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding
the Net Proceeds and internal accruals, as required under Regulation 7(1)(e) of the SEBI ICDR Regulations. Further,
if the actual utilisation towards any of the Objects is lower than the proposed deployment such balance will be used
towards general corporate purposes, without any approval, provided that the total amount to be utilised towards general
corporate purposes will not exceed 25% of the Gross Proceeds in accordance with Regulations 7(2) and 7(3) of the
SEBI ICDR Regulations.
Details of the Objects of the Offer
1351. Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our Company.
Our Company has entered into various financing arrangements for borrowings, in the form of, amongst others, term
loans, working capital loans and unsecured loans from various banks, financial institutions and unsecured lenders. As
on September 30, 2025, the total outstanding borrowings of our Company, is ₹ 2,165.97 million. For details of these
financing arrangements including indicative terms and conditions, see “Financial Indebtedness” on page 537.
Our Company intends to utilize ₹ 1,500.00 million from the Net Proceeds towards repayment or prepayment of all, or
a portion, of the outstanding borrowings and payment of prepayment penalties and interest obligations in relation to
certain loans availed by our Company, the details of which are listed out in the table below. Pursuant to the terms of
the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed by the
respective lender. Such prepayment charges, as applicable, along with interest and other related costs, will also be
funded out of the Net Proceeds. In the event the Net Proceeds are insufficient for payment of pre-payment penalty,
interest or other related costs, as applicable, such payment shall be made from the internal accruals of our Company.
Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts
under the borrowings may vary from time to time and our Company may, in accordance with the relevant repayment
schedule, repay or refinance some of its existing borrowings prior to Allotment. Further, the amounts outstanding
under the borrowings as well as the sanctioned limits are dependent on several factors and may vary with the business
cycle of our Company with multiple intermediate repayments, drawdowns and enhancement of sanctioned limits.
Further, our Company may also avail additional borrowings after the date of this Updated Draft Red Herring
Prospectus-I and/or draw down further funds under existing loans from time to time. Accordingly, in case any of the
below-mentioned loans are pre-paid or further drawn-down prior to the completion of the Offer, we may utilize the
Net Proceeds towards repayment / pre-payment of such additional borrowings. In light of the above, if at the time of
filing the Red Herring Prospectus and Prospectus, any of the below mentioned loans are repaid in part or full or
refinanced or if any additional credit facilities are availed or drawn down and if the terms of new loans are more
onerous than the older loans or if the limits under the working capital borrowings are increased, then the table below
shall be suitably revised to reflect the revised amounts or loans as the case may be which have been availed by our
Company.
We believe that the repayment or prepayment of all or a portion of certain outstanding borrowings availed by our
Company, will help reduce our outstanding indebtedness and debt servicing costs, assist us in maintaining a favourable
debt to equity ratio and enable utilisation of our internal accruals for further investment in business growth and
expansion.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be
based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) conditions attached
to the borrowings restricting our ability to prepay/ repay the borrowings and time taken to fulfil, or obtain waivers for
fulfilment of such conditions, (iii) receipt of consents for prepayment from the respective lenders, (iv) terms and
conditions of such consents and waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi) provisions
of any laws, rules and regulations governing such borrowings, and (vii) other commercial considerations including,
among others, the amount of the loan outstanding and the remaining tenor of the loan. The amounts proposed to be
prepaid and / or repaid against each borrowing facility below is indicative and our Company may utilize the Net
Proceeds to prepay and / or repay the facilities disclosed below in accordance with commercial considerations,
including amounts outstanding at the time of prepayment and / or repayment. For details, see “Financial Indebtedness”
on page 537.
The details of the outstanding loans of our Company, as on September 30, 2025, which are proposed for repayment
or prepayment, in full or in part from the Net Proceeds are set forth below. The loan facilities are listed below in no
particular order of priority.
136Sr. Date of Name of the Lender Nature of Borrowing Amount Tenure of Amount Applicabl Re- Pre- Purpose^ Whether
No. Sanction sanctioned as borrowin outstandin e interest payment payment utilised for
Letter / on g g as at rate % as date/ penalty capital
Loan September30 September on Schedule expenditur
Agreement , 2025 (In ₹ 30, 2025 Septembe e (Yes/No)
million) (In ₹ r 30, 2025
million)
For the capex
Month
June 16, Axis Finance 84 of Nandesari,
1 Term Loan 188.00 48.77 11.35% End Nil Yes
2022 Limited Months Dahej, Panoli
Date
1
IPO
5th of Proceeds
General
July 17, Bajaj Finance 60 each and
2 Term Loan 100.00 78.77 11.85% Corporate No
2024 Limited months Calenda Internal
Purpose
r Month Accruals
- Nil
16th of For the capex
August 7, Federal Bank 66 each of Pirana
3 Term Loan 260.00 91.66 8.20% Nil Yes
2024 Limited Months Calenda Project ( with
r Month AMC )
Takeover of
10th of Term Loan of
October HDFC Bank 91
4 Term Loan 90.00 32.05 8.7% Calenda 4% Aditya Birla No
31, 2020 Limited Months
r Month Finance
Limited.
Takeover of
Term Loan of
Aditya Birla
Finance
Limited. The
loan from
10th of
October HDFC Bank 91 Aditya Birla
5 Term Loan 75.00 28.92 8.7% Calenda 4% No
31, 2020 Limited Months Finance
r Month
Limited was
availed to set
up a new
steam
generation
plant at
137Sr. Date of Name of the Lender Nature of Borrowing Amount Tenure of Amount Applicabl Re- Pre- Purpose^ Whether
No. Sanction sanctioned as borrowin outstandin e interest payment payment utilised for
Letter / on g g as at rate % as date/ penalty capital
Loan September30 September on Schedule expenditur
Agreement , 2025 (In ₹ 30, 2025 Septembe e (Yes/No)
million) (In ₹ r 30, 2025
million)
Ankleshwar.(1
)
IPO
Proceeds For the Capex
10th of
April 13, HDFC Bank 96 - NIL of Nandesari,
6 Term Loan 250.00 145.70 8.7% Calenda Yes
2022 Limited Months From any Dahej, Panoli
r Month
other - Phase 1
4%
IPO
Proceeds
- NIL
From
1st of Internal For Capex in
Septembe Yes Bank 48
7 Term Loan 295.70 216.64 8.14 Calenda Accruals Nandesari Yes
r 23, 2024 Limited(2) Months
r Month Up to 1 Project - 2
Yr - 2%
NIL
After
That
Month
October SBM Bank India 46 For Takeover
8
14, 2024 Limited(2)
Term Loan 300.00
Months
267.92 10.60 % End Nil
of BPEA (1)
No
Date
IPO For the
Ascertis Credit IRR of 1st date
August Non-convertible 60 Proceeds- capital
9 (Formerly known 1,700.00 300.33 16.08 % of every Yes
25, 2023 Debenture months 3% expenditure
as BPEA) quarter
of Vapi WTE
138Sr. Date of Name of the Lender Nature of Borrowing Amount Tenure of Amount Applicabl Re- Pre- Purpose^ Whether
No. Sanction sanctioned as borrowin outstandin e interest payment payment utilised for
Letter / on g g as at rate % as date/ penalty capital
Loan September30 September on Schedule expenditur
Agreement , 2025 (In ₹ 30, 2025 Septembe e (Yes/No)
million) (In ₹ r 30, 2025
million)
20th of
1 March 24, HDFC Bank 60 each
Equipments 2.55 2.34 9.14% NA Vehicle Loan Yes
0 2025 Limited Months Calendar
Month
20th of
March 24, each
11 HDFC Bank Limited Equipments 2.55 60 Months 2.34 9.15% NA Vehicle Loan Yes
2025 Calendar
Month
20th of
March 24, each
12 HDFC Bank Limited Equipments 2.55 60 Months 2.34 9.15% NA Vehicle Loan Yes
2025 Calendar
Month
20th of
March 24, each
13 HDFC Bank Limited Equipments 2.55 60 Months 2.34 9.15% NA Vehicle Loan Yes
2025 Calendar
Month
20th of
June 25, each
14 HDFC Bank Limited Equipments 2.55 60 Months 2.34 8.95% NA Vehicle Loan Yes
2025 Calendar
Month
20th of
February each
15 HDFC Bank Limited Equipments 2.88 37 Months 0.52 9.14% NA Vehicle Loan Yes
23, 2023 Calendar
Month
139Sr. Date of Name of the Lender Nature of Borrowing Amount Tenure of Amount Applicabl Re- Pre- Purpose^ Whether
No. Sanction sanctioned as borrowin outstandin e interest payment payment utilised for
Letter / on g g as at rate % as date/ penalty capital
Loan September30 September on Schedule expenditur
Agreement , 2025 (In ₹ 30, 2025 Septembe e (Yes/No)
million) (In ₹ r 30, 2025
million)
7th of each
December
16 HDFC Bank Limited Auto Loan 3.3 39 Months 0.57 8.76% Calendar NA Vehicle Loan Yes
16, 2022
Month
4th 19of
Daimler Financial
April 28, each
17 Services India Auto Premium Loan 5.6 60 Months 2.07 6.72% NA Vehicle Loan Yes
2022 Calendar
Private Ltd
Month
Axis Bank Limited
8.00%
November (as renewed by Raw Material
18 Overdraft 99.00** 12 months 82.60 NA - No
16, 2023 Sanction Letter dated Procurement
June 20, 2025)
Bajaj Finance
Limited (as renewed
June 27, 10% Raw Material
19 by Sanction Letter Short Term Revolving Loan 200.00 1 year 200.00 NA 1% No
2023 Procurement
dated September 1,
2025)
Yes Bank Limited
Working
June 15, (as renewed by
20 Dropline Overdraft 100.00 48 months 11.35 8.29% NA - Capital No
2023 Sanction Letter dated
requirements
October 17, 2025)
01 to 06
months 2%
on the Purchase
outstanding Financing
January 31, Oxyzo Financial 14.25% principal 07 (Capital
21 Dropline PF(3) 55.00 18 months 37.05 NA No
2025 Services Limited to 18 expenditure and
months 0% operating
on the expenditure)***
outstanding
principal
Total 3,737.23 1,556.62
^ In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose
availed, our Statutory Auditors have confirmed that the loans have been utilised for the purpose for which they were availed pursuant to a certificate dated December 8, 2025.
* Dates are mentioned as per sanction letter or loan agreement letter; however, these facilities are amended on renewal from time to time.
**Including temporary overdraft of INR 9.00 million vide sanction letter dated September 29, 2025 having interest rate of 10.00%.
*** This loan was availed by our Company to finance the purchase of raw materials and services essential for our operations.
140(1) Our Company initially financed its waste-to-steam projects through non-convertible debentures issued to BPEA via an AIF route, as conventional banks are generally cautious in lending to such first-
time projects. These NCDs carried a comparatively higher interest rate. Therefore, post completion of the 12 months period lock-in of availing the NCDs, our Company had an option to get the
aforementioned NCDs refinanced from conventional banks at a lower rate as BPEA had provided a prepayment window. Hence, our Company has obtained part financing of BPEA NCDs at a lower rate
and the balance NCDs is proposed to be prepaid from Net Proceeds.
(2) The terms of the loan from Yes Bank Limited were more stringent than those from SBM Bank Limited, as Yes Bank required a 25% margin on the total project cost, to be covered by our Company’s
internal accruals. This led to the allocation of approximately ₹100 million from the Company’s internal funds, which would otherwise have been used for working capital. In contrast, SBM Bank Limited
did not impose any margin requirement, allowing our Company to retain the full ₹100 million for working capital purposes. As a result, despite the higher interest rate, the sanction terms from SBM Bank
were considered more favorable.
(3) A Dropline PF is a revolving credit facility with scheduled reductions in drawing power at specified intervals. Owing to its revolving nature, the borrower may prepay at any time and subsequently
re-utilize the limit for purchase payments.
1412. Funding capital expenditure requirements for augmenting infrastructure development of our
Company towards (i) capacity expansion of the Ankleshwar Facility (Phase 3) Facility; and (ii) capacity
expansion of the Panoli Facility (Phase 2)
Our Company is the pioneer in the community boiler services in India. We also purchase excess or waste steam
generated by industries as part of their operations and acts as a distributor by laying a pipeline network to supply
the collected steam to its customers. We currently operate seven community steam boilers (six owned and one
leased) in Gujarat through which we generate and distribute steam including Vapi Phase 1, Vapi WTE unit,
Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari and Panoli. Our facilities are strategically located
near Indian ports and customer clusters in Gujarat. As of November 15, 2025, our combined installed steam
capacity across these seven boilers is 345 tonnes per hour (“TPH”). Additionally, we distribute steam purchased
in Dahej GIDC and Sachin GIDC. We also operate one nitrogen generation and distribution facility in
Ankleshwar, which began commercial operations on February 1, 2025 with a capacity of 350 NM³/hour.
In response to the growing demand from our existing customers and to onboard new ones, we have increased the
number of boilers and expanded our pipeline distribution capabilities by incurring capital expenditure on installing
new boilers and laying new pipelines for steam distribution. The table below sets out details regarding our
Acquisition of Property, Plant & Equipments, Capital Work -In - Progress and Intangible Assets, Cumulative
boiler capacity, Cumulative number of operational boilers and cumulative pipeline installed (in meters), as on and
for the six month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively.
(in ₹ million)
Particulars September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Acquisition of property,
535.89 642.34 737.38
plant & equipments 411.37
Capital work - in-progress 81.32 517.58 204.63 (16.89)
Intangible assets 0.98 1.89 3.55 2.43
Acquisition of property,
plant & equipments,
capital work -in - 493.67 1,055.36 850.52 722.92
progress and intangible
assets
Cumulative boilers
345 285 270 240
capacity (in TPH)
Cumulative number of
7 6 5 4
operational boilers*
Cumulative pipeline
55,916 47,526 41,539 27,085
installed (in meters)
*As of November 15, 2025 we have 7 operational community steam boilers with total capacity an aggregate of 345 TPH.
We have an established industrial customer base in Gujarat, India, with reputed clients across key sectors including
pharmaceuticals, chemicals, textiles, agro-chemicals, tyres, dyes and pigments, polymers, paints, and others. Our
clientele includes companies such as Aether Industries Limited, Anupam Rasayan India Limited, Globe Enviro
Care limited, Gujarat Polysol Chemicals Private Limited, Devanshi Dyestuff, K. Patel Chemo Pharma Private
Limited, K. Patel Dye Chem Industries Private Limited, Mahavir Synthesis Private Limited, Mangalam
Intermediaries, Orgo Chem Gujarat Private Limited and Subhashri Pigments Limited. For the six months ended
September 30, 2025, revenues from repeat customers accounted for 96.64% of our total revenues from operations.
The following table sets forth certain key information about our repeat customers for the periods indicated.
Number of repeat Percentage of total revenue
Number of customers customers served during contribution from repeat
Period during the period the period* customers
Fiscal 2023 91 68 90.29%
Fiscal 2024 125 74 91.49%
Fiscal 2025 173 120 88.01%
Six months period ended
174 151 96.64%
September 30, 2025
*Revenues from repeat customers are revenues from customers where our Company has recognized revenues from such customers in at least
142one fiscal during the last three fiscals preceding the fiscal/period for which the data is being disclosed
As per Frost & Sullivan, the growth in steam usage in India from FY2024 to FY2030 is expected to be driven by
increasing industrial demand, advancements in energy efficiency, and a growing focus on sustainability initiatives.
The pharmaceutical sector, which is the largest consumer of steam, is projected to see higher steam usage due to
the expansion of drug manufacturing, stricter sterilization requirements, and the development of cleanroom
facilities. In the textile sector, steam demand is anticipated to increase with modernization efforts, process
automation, and a shift toward sustainable fabric treatment. In line with the above, the table below provides a
summary of the key industries that are major consumers of steam.
Industry name FY 2025 Major Key FY2025-
Industry production hubs growth drivers FY2030
size CAGR
(in ₹ billion)
Maharashtra, Andhra Pradesh,
Textile industry 14,857 Policy support, global demand 6.1%
Haryana, Punjab, Gujarat
Pharmaceutical 6,067 Telangana, Andhra Pradesh, Accessibility, acceptability, 11.4%
industry Maharashtra, Gujarat Epidemiological factors
Maharashtra, Delhi, Andhra Changing demographics,
Food processing
490 Pradesh, Uttar Pradesh, Tamil consumer preference, changing 10.3%
industry
Nadu lifestyle
Chemical Gujarat, Maharashtra, Tamil Government initiatives, growth
24,320 9.2%
industry Nadu, Odisha in specialty chemical sector
Replacement market, improving
Tamil Nadu, Gujarat,
Tyre industry 966 Maharashtra road infrastructure, growing 9.7%
automobile industry
Maharashtra, Andhra Pradesh, Packaging industry, availability
Paper and Pulp
1,472 Madhya Pradesh, Karnataka, of raw material, increasing 12.5%
industry
Gujarat, Uttar Pradesh literacy rate
Further, to cater to the demand of both existing and new customers at current as well as new locations, we have
established additional boilers and are in the process of increasing capacity at both existing and upcoming plants.
The expansion at the new locations, which are, Vapi, Nandesari, Jhagadia, Pirana AMC and Tarapur is being
funded through a mix of debt and internal accruals.
Location Fiscal Year of Fiscal Year of Upcoming Plant (Expected
commissioning of Plant 1 commissioning of Plant 2 operational Calander year)
Ankleshwar* 2019 2023 -
Vapi 2018 2025 2026
Nandesari 2024 - 2026
Panoli 2026 - -
Sarigam 2023 - -
Jhagadia - - 2026
Pirana - - 2027
Tarapur 2027
* One nitrogen generation and distribution facility, which is located in Ankleshwar and commenced commercial operations in February 1,
2025 with capacity of 350 NM3/hour.
In addition to the above, we have right of use (“RoU”) for pipelines at Sachin GIDC and Dahej GIDC, where we
have the right to distribute steam in accordance with agreements executed with the respective boiler owners.
In FY2025, India's total process steam demand was approximately 186,000 TPH. With a projected CAGR of 9.5%
from FY 2025 to FY 2030, the market is poised for significant expansion. Assuming an annual operation of 8,000
hours, the total process steam demand is estimated at 1,373 million tons. The average cost of steam varies between
₹ 2.2 to 3.5 per kg, influenced by multiple factors such as the end-use industry (power plants, pharmaceuticals,
food processing, etc.), boiler type, fuel type, water quality, feedwater treatment requirements, condensate recovery
efficiency, and operational maintenance costs. Considering an average steam cost of ₹ 2.5 per kg, the addressable
market potential for the "Steam-as-a-Service" model in India is estimated at approximately ₹ 374,684 crore for
FY2025. (Source: F&S Report)
143Considering the growth in the industries we serve and the projected demand from both existing and new
customers, our Company plans to expand by installing new boilers at Panoli (Phase 2) and Ankleshwar (Phase 3)
and setting up a new manufacturing facility at Dahej SEZ.
The proposed expansions set out below are in furtherance of our strategy of expanding our capacity by setting up
new projects in Gujarat. We believe our expansion plans and strategy will allow us to meet the anticipated increase
in the demand for our product in the future. For further details regarding our expansion strategy please see “Our
Business - Our Strategies – Expanding our capacity by setting up new facilities in and outside Gujarat”, on page
292.
(i) Capacity expansion of Ankleshwar Facility (Phase 3)
Land and utilities
Our Ankleshwar Facility is located at plot number 302 Ankleshwar GIDC, Gujarat. The land on which the
proposed expansion is to be undertaken for the Ankleshwar Facility (Phase 3) is leased to our Company pursuant
to a lease agreement dated January 1, 2023 with M/s. Advaitya Dye Chem which is valid for a period of 8 years
till December 31, 2030. We already have two operational boilers in Ankleshwar and in order to cater the additional
demand, we are proposing to install a new boiler of 60 TPH. The land is spread across an area of 9,660.00 square
millimeters (“sqmm”), of which, 2,858.93 sqmm is proposed to be utilized for the proposed expansion. The
proposed capital expenditure is towards a brown field investment and will use coal including Indonesian coal as
the main raw material.
Capacity
As on September 30, 2025, the aggregate installed capacity of the Ankleshwar Facility is 120 TPH, consisting of
two boilers of 60 TPH each respectively. We intend to install a new boiler to enhance the installed capacity of the
Ankleshwar Facility, pursuant to which the installed capacity is proposed to increase by 60 TPH, aggregating to
180 TPH from 3 boilers of 60 TPH each.
Estimated Cost
The total estimated cost for the proposed expansion is ₹ 350.99 million, excluding GST, as per the certificate
dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. The fund requirements, the deployment
of funds and the intended use of the Net Proceeds for the proposed expansion, as described herein, are based on
our current business plan, management estimates, current and quotations from suppliers or purchase orders issued
to suppliers/vendors, and other commercial and technical factors. However, such total estimated cost and related
fund requirements have not been appraised by any bank or financial institution. Our Board pursuant to the
resolution passed at its meeting dated December 8, 2025, has approved the capacity expansion of the Ankleshwar
Facility (Phase 3), and the estimated cost to be incurred towards it. We propose to utilize an amount of ₹350.99
million out of the Net Proceeds, towards such proposed expansion.
The total estimated cost for the capacity expansion of the Ankleshwar Facility (Phase 3) comprises the following:
(₹ in million)
Particulars Amount to be funded through the Net
Proc eeds
Boiler and boiler parts 74.90
Plant and machinery 88.75
Steel structure 14.52
Electrical 22.84
Instrumental 3.19
Labour 58.75
Pipeline cost (3 km) 83.05
Consultancy 5.00
144Particulars Amount to be funded through the Net
Proc eeds
Total 350.99
Notes:
(1) Total estimated cost as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer.
(2) The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
(3) All amounts mentioned in the above table are exclusive of taxes.
Break-up of the estimated cost
Boiler and boiler parts
The proposed expansion includes membrane, downcomers, superheater and others. The total estimated cost for
Boiler and boiler parts is ₹ 74.90 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi,
Chartered Engineer. A detailed break-up of such estimated cost which is proposed to be funded from the Net
Proceeds is set forth below:
Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
Deaerator:
• Deaerator level control station
• Feed water piping from deaerator
level control station to deaerator
• Deaerator
• Deaerator storage tank
Feed Water Pumping Station:
• Feed water piping from deaerator
to BFW pump suction
• Boiler feed water pumps
• Motors for feed water pumps
• Automatic recirculation valve
• Minimum recirculating piping from
• BFW pump up to deaerator Thermax
• Balance leak off piping from BFW Babcock
• Pump up to deaerator & Wilcox
74.90 October April 30,
• Isolation value at outlet of BFW 1 Set Energy
27, 2025 2026
HP Heater S o l u t i o n
• Feed water piping from BFP outlet Limited
common header to feed water
control station
• Feed water flow element
• Feed water control station on the
• Boiler operating floor.
• Feed water piping from feed
• Water control station to steam
drum
Initial Fill Line
• Boiler initial fill up piping from
• Boiler first column to initial fill
header.
Boiler Pressure Parts
Economizer:
• Economizer coils
145Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
• Economizer coil supports
• Economizer inlet/outlet headers
• Economizer to steam drum piping
Steam Drum
• Steam drum safety valve
• Steam drum direct level gauge
Furnace:
• Boiler down comers
• Boiler riser tubes
• Furnace panels with headers and
supports
• In-bed evaporator
Super Heater
• Super heater tubes
• Super heater headers
• Super heater coil supports
• Super heater safety valve
• Super heater safety valve silencer
Attemperator Spray Water Control Station:
• Spray water piping from inlet of
feed water control station up to
attemperator spray water control
station
• Final steam temperature control
station
• Attemperator spray nozzle
• Attemperator spray water flow
element
Steam
• Steam piping from steam drum
outlet up to final super heater outlet
• Steam piping from final super
heater outlet up to MSSV inlet
• Main steam stop valve with integral
bypass valve
• Start up vent isolation calve
• Start up vent valve
• Start up vent valve silencer
• Start up vent piping above
silencer up to safe elevation
• Main steam flow element
• Deaerator pressure control
Station
• Steam piping from deaerator
pressure control station to
deaerator
Cooling Water
Cooling water supply and return piping from
boiler first column up to individual cooling
water consuming equipment.
Compressed Air / Instrument Air
Instrument, service and compressed air
piping from boiler first column up to
individual boiler consuming equipment
Vents
146Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
• Vent connections on steam drum,
main steam line, economizer along
with valves; and
• From outlet of valves up to safe
elevation above roof
Drains
• From individual drain points on
drums, level gauges, safety valves,
and economizer headers up to drain
header; and
• Drain header to blow down tank
Blowdown system
• Continuous blow down tank
• Intermittent blow down tank
• Continuous blow down valve
• Intermittent blow down valve
Mounting & Fittings
Level Indicators
• in steam drum
• Blow down tank
Sampling System
Sampling points with isolation root valves
along with sample coolers shall be provided
for
1. Feed water
2. Boiler water
3. Saturated steam
4. Super heater steam
Air & Gas System
Primary Air Fan:
• Fan along with damper control,
grease, or oil lubricated complete
with separate base frame for fan
and motor, foundation
bolts/holding down bolts &
Coupling hardware.
• Silencer and supports for PA fan
• PA fan inlet damper
• PA fan outlet damper
• PA fan I/L & O/L expansion joint
• PA fan motor
Forced Draft (F.D.)
• Fan along with damper control,
grease or oil lubricated complete
with separate base frame for fan
and motor, foundation bolts/
holding down bolts & coupling
hardware.
Silencer and supports for FD fan
• FD fan outlet expansion joint
• FD fan motor
Air Ducting:
• From FD fan outlet up to air heater
inlet
147Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
• Tubular air heater (Loose tubes,
Site assembled)
• Air heater bypass ducting
• Air heater bypass damper
• Air flow measuring element
• From air heater outlet to wind box.
• From air heater outlet to over fire
air nozzles
• From air heater outlet to PA Fan
inlet
• From PA fan outlet to fuel mixing
nozzle
• Air ducting expansion joints
• Air ducting dampers
• Air ducting supports
Combustor System:
• AFBC combustor system
• Wind box
I.D. Fan
• Fan along with damper control,
grease or oil lubricated complete
with separate base frame for fan
and motor, foundation
bolts/holding down bolts &
Coupling hardware
• ID. fan inlet damper for control
purpose
• ID fan motor
Hoppers:
• Below economizer ;
• Below air heater; and
• Below ESP.
Casing:
• For combustor;
• For pent house;
• For economizer; and
• For air heater.
Fuel Storage:
• Fuel bunker along with supporting
structure;
• Outlet chutes for fuel bunker up to
inlet of feeders;
• Feeders for fuel feeding, suitable
for VFD operation;
• Motor for fuel feeders; and
• Feeder outlet to furnace feeding
chutes.
Bed Material Cum Lime Storage:
• Bed material/ limestone filling
arrangement up to bunker;
• Bed / lime material bunker feeding
chute from bunker up to feeder;
148Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
• Bed material/ limestone feeder
motor for bed material/ lime stone
feeder; and
• feeding chutes from feeder to
furnace.
Chemical Dosing System
Low Pressure Dosing System
• Low pressure dosing tank
• Low pressure dosing pumps
• Low pressure dosing piping from
• Dosing system outlet to deaerator
High Pressure Dosing System
• High pressure dosing tank
• High pressure dosing pumps
• High pressure dosing piping from
• Dosing system outlet to boiler steam
drum
Structure
• Painted and welded steel structure
from operating floor level up to
• Steam drum level
• Stairs from operating floor level up
to steam drum level
• Hand railing, gratings an
chequered plates from operating
floor level up to steam drum level
• Boiler buckstay, seismic stop and
expansion pointers
• Support structure, access platform
• Monorail and structure for all fans
• Hoist for all fans
• Hoist for feed water pumps
• Boiler top canopy as well as side
sheeting with supports
Painting and, Surface Preparation:
• Surface preparation for the
equipment supplied by TBWES at
Shop
• Shop painting
• Final painting
Refractory, Insulation and Cladding
Refractory
• Refractory for the boiler
• Refractory bonding additives / acid
for refractory application as per
specifications
Insulation
Insulation and cladding for boiler,
economizer, air-pre-heater, piping, ducting
etc
Instrumentation
• Field instruments like pressure
gauges, transmitters,
thermocouple, temperature gauges,
draft gauges etc as per PID
149Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
Supplier/
vendor
providing
quotation
• O2 analyser for flue gas
• Control valves
• Instrument, signal and control
cables from field instruments up to
local field junction box
Flue Gas System:
• Boiler outlet to economizer
• Economizer outlet to
• Air heater air heater outlet to ESP
inlet
• ESP outlet to induced draft (I.D.)
fan ducting
• ID fan outlet to chimney inlet
• Chimney mating flange and
fasteners
• All gas ducting expansion joints
• All gas ducting dampers
• All duct support
Motorised Valves:
• MSSV with integral bypass
Total 74.90
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Boiler and boiler parts from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendor and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to
any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expires, such vendor’s estimates and actual costs for the services may
differ from the current estimates.
Plant & Machinery
Plant and machinery for the proposed expansion includes turbine, steam valves, compressor, transformer Joseph
Cyril Bamford – now Roaders (“JCB”), feed pumps and others. The total estimated cost for plants and machinery
is ₹ 88.75 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer.
A detailed break-up of such estimated cost which is proposed to be funded from the Net Proceeds is set forth
below:
S.No. Name of Amount Date of Validity
Quanti the (in ₹ quotation of
Particulars
ty supplier/ million) quotatio
vendor n
providing
quotation
1. Unicon April 30,
Electrostatic precipitator (“ESP”) 1 no. 11.85 October 3, 2025
Engineers 2026
2. Ncon
Turbo Tech
Turbine model 550 BG 1 no. 12.01 October 1, 2025 8 Months
Private
Limited
3. 100 M3 high-density polyethylene Plastofab
3.86
(“HDPE”) spirally wound chemical 3 nos. Engineerin October 1, 2025 8 months
storage tank g
1504. 50 M3 HDPE spirally wound chemical
2 nos.
storage tank
5. Centrifugal water pump 2 nos.
Pooja
Accessories set 2 nos. Agencies 0.33 October 1, 2025 8 months
30 horsepower (“HP”) motor 2 nos.
6. Feed water pump 2 nos. Pooja 2.19
Agencies October 1, 2025 8 months
100 HP motor 2 nos.
7. High efficiency heavy duty centrifugal 3.89
fan (ID Fan) 2310 CMM/ 300 MM
2 nos.
WG/ 200 K.W / 6 pole coupled drive/
arrangement 8 fan
High efficiency heavy duty Centrifugal
Usha Die
fan (FD FAN) 825 CMM/ 600 MM April 30,
3 nos. Casting October 4, 2025
WG/ 132 KW/ 4 pole/ coupled drive/ 2025
Industries
arrangement 8 fan
High efficiency heavy duty centrifugal
fan (PA Fan) 165 CMM/ 700 MM WG/
1 no.
37 K.W / 2 pole coupled drive/
arrangement 8 fan
8. Rashmi
Boiler coal handling plan system
1 nos. Steel 2.28
October 1, 2025
Bed material elevator 1 no. 8 months
Rashmi
Bed material storage 1 no. Steel 0.46
Bed material (jali machine) 1 no.
9. Mecgale
Dense phase ash 1 no. Pneumatic 5.50 October 1, 2025 240 days
s
10. Silo and dense phase pneumatic Gayatri
1 no. 7.00 October 1, 2025 8 months
conveying system works Enterprise
11. Reverse Osmosis(“RO”) & mix bed Shri Sai
2 nos. 11.00 October 1, 2025 240 days
water plant Enterprise
12. Demineralization (“DM”) plant and Shri Sai
1 no. 6.00 October 1, 2025 240 days
accessories Enterprise
13. Shrirang
229 Sales
Steam valves 4.62 October 1, 2025 8 months
nos. Corporatio
n
14. Flow
High-Pressure (“HP”) dosing &
1 no. Control 0.46 October 1, 2025 8 months
Low-Pressure (“LP”) dosing
Pump
15. Control valve and strainer 200 NB
2 no.
control valve
40 NB temperature control valve 2 no. Mahavas
Precision
15*40 de-superheating station 1 no.
Controls 1.67 October 1, 2025 8 months
200 NB fabricated strainer 2 no. Private
Limited
40 NB strainer 2 no.
Transportation 2 no.
16. HP motor
BBL IE2 22KW 30HP 4P B3 MOTOR
1. PRO.NO.: PK0251
2. DOC. NO: A52-MS-CS-229263
2 nos.
180L Sunrise
3. RPM: 1400 Efficients
1.02 October 1, 2025 8 months
4. MOUNT: FOOT Marketing
5. NFLP MOTOR Ltd
BBL IE2 110KW 150HP 6P B3 2 nos.
MOTOR
1. DOC. NO: G3S-MS-CS-229264
315M
1512. RPM : 1000
3. MOUNT: FOOT
4. NFLP MOTOR
BBL IE2 37KW SOHP 4P B3 MOTOR 2 n o s .
1. PRO.NO.: PK0251
2. DOC. NO: ASS-MS-CS-229262
2255
3.RPM : 1400
4. MOUNT; FOOT
5. NFLP Motor
17. ABB Make VFD
"ACS560-01-293A-4 + ACS-BP-S
2 nos.
RATING : 132 KW/220 HP NORMAL
Shrirang
DUTY
Sales
ACS560-01-169A-4 + ACS-BP-S 1 Nos 2.27 October 1, 2025 8 months
Corporatio
90 KW/120 HP NORMAL DUTY
n
ACS560-01-246A-4 + ACS-BP-S 7 Nos
RATING : 132 KW/180 HP NORMAL
DUTY
18. “CompAir” Model “L45B” oil
lubricated, air cooled, fixed speed
rotary screw air compressor for 2 nos.
standard scope of supply as described
in the subject offer.
“CompAir” refrigerated type air dryer Tech Aid
model CD130F-A(459CFM) 1 nos. Systems 2.10 October 1, 2025 8 months
Private
Pre filter 300 cubic feet per minute Limited
1 no.
(“CFM”) (3 micron)
Pre filter 300 cfm (0.01 micron) 1 no.
Vertical air receiver tank 2000Ltr with
1 no.
automatic drain valve
19. Kay Pee
Transformer 1250 kilo-volt-amperes
1 no. Corporatio 2.81 October 1, 2025 240 Days
(“Kva”)
n
20. Online emission monitoring system for
Suspended Particulate Matter (“SPM”),
1 no.
Sulfur Oxides (“SOX”), and Nitrogen Engineerin
Oxides (“NOX”) with data logger g&
Heated trace line with thermocouple Environme
100 mtr
(Insulated) ntal 0.83 October 1, 2025 8 months
One time installation charges 1 no. Solutions
Private
One time fright charge for CEMS and
1 no. Limited
heating trace line
One time installation charges -
21.
O2 analyzer for stack
Engineerin
1 no.
g &
Environme
One time fright charge for CEMS and ntal
0.64 October 1, 2025 8 months
heating trace line Solutions
.
Private
Limited
One time installation charge
15222. South
Indian
Chimney 1 no. RCC 3.07 October 1, 2025 240 days
Chimney
Works
23. Yantraman
Automac
Backhoe loaded BS-V-LC 1 no. 2.90 October 1, 2025 240 days
Private.
Limited
Total 88.75
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such plant and machinery from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Steel structure
The proposed expansion will include all expenses related to steel structures including angle and channels along
with the other supporting tools to fix the structures, which is required to hold the pipeline which will carry steam
towards the customer premises. The total estimated cost for such steel structure expenses for the proposed
expansion is ₹14.52 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered
Engineer. A detailed break-up of such steel structure are proposed to be funded through the Net Proceeds as set
out below:
Particulars Name of the supplier/ Quantity Amount (₹ in Date of Validity of
vendor providing million) quotation quotation
quotation
October 1,
Mugatlal B. &Sons 85,050 Kg 5.02 8 Months
2025
Trumac Infra Private October 1,
Steel structure Limited 77,743 Kg 4.54 2025 8 Months
October 1,
Amco Metals 85,240 Kg 4.96 8 Months
2025
Total 14.52
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Steel Structure from several third-party vendors. However, we have not
entered into any definitive agreements with any third-party vendors and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to
any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Electrical expenses
The proposed expansion will include electrical expenses such as cable and cable tray, Programmable logic
(“PLC”) Panel, Motor Control Center Panel (“MCC”) and others. The total estimated cost for such electrical
expenses for the proposed expansion is ₹ 22.84 million, as per the certificate dated December 1, 2025 issued by
Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such electrical expenses is proposed to be funded
153through the Net Proceeds as set out below:
S.No Particulars Name of the Quantity Amount (₹ Date of Validity
supplier/ in million) quotation of
vendor quotation
providing
quotation
1. Cable & cable tray Tulsi
29,204
Electricals October 1,
meters 9.70 8 months
And 2025
Switchgears
2. Control panel with PLC system Yunay 1 set
Proposed PLC-SCADA system Engineering 1 set October 1,
2.82 8 months
Proposed PLC based system Private 2025
1 set
services Limited
3. MCC panel (Motor control center Standard
1 no.
panel) Electricals October 1,
4.20 8 months
4. Power control centre(“PCC”) 2025
1 no.
panel
5. Electrical cable, instrument cable, Ampere Plus
cable tray laying & glanding and Electricals
October 1,
termination work. 1 no. 1.02 240 days
2025
6. Main distribution panel + cables Standard 6,500 October 1,
4.18 8 months
Electricals meters 2025
7. High tension (“HT”) panel Unique October 1,
1 No. 0.92 8 months
Electricals 2025
Total 22.84
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Electrical Expenses from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Instrument
The proposed expansion will include expenses in relation to instruments such as pressure gauge, flowmeter and
manifold and others. The total estimated cost for such instrument expenses for the proposed expansion is ₹ 3.19
million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed
break-up of such instruments are proposed to be funded through the Net Proceeds as set out below:
S.No. Particulars Name of the Quantit Amount (₹ Date of Valid
supplier/ vendor y in million) quotation ity of
providing quota
quotation tion
1. Pressure gauge 10" , 1/2" British
Standard Pipe (“BSP”) 35 no.
range 0-40 KG/CM2
Yunay 8
Pressure gauge 10" , 1/2" BSP Engineering October 1, Mont
40 no. 1.43
range 0-60 KG/CM2 Private Limited 2025 hs
Make temperature transmitter 35 no.
1544 sqmm 3 core copper armoured
600 mtr
cable
5core 1.5 sqmm Copper (“CU”)
200 mtr
armoured (“Armd”)
Copper flexible 4 core 50 sqmm
100 mtr
cable
4 core 95 sqmm copper flexible 50 mtr
Thermocouple cable k-type
(“Thermocouple nickel-chromium
400 mtr
type”) armoured seal cable teflon
coating
Thermocouple with head mounted
60 no
transmitter
2. Resistance Temperature Detector
(“RTD”) 12" comp fitting deaerator 5 No.
tank temperature
Thermocouple 12" comp fitting DEA
1 No.
pressure control valve i/l temperature 8
Yunay
Temperature gauge 1 No October 1, Mont
Engineering 0.03
2025 hs
Thermowell 10" Indian Boiler Private Limited
Regulations (“IBR”)well material:
Stainless steel (“SS”)-316, Well 6 No
diameter: Outer diameter(“OD”): 16x8
mm, process
8
Accurate October 1,
Flowmeter 8 No. 1.72 Mont
Instruments 2025
hs
Total 3.19
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such instruments from several third-party vendors. However, we have not entered
into any definitive agreements with any third-party vendors and there can be no assurance that the same vendors
would be engaged to eventually undertake the civil works or the estimated cost will not increase due to any cost
escalation. If we engage someone other than the third-party vendors from whom we have obtained quotations or
if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ from the
current estimates.
Labour
The proposed expansion includes civil construction and installation works such as the fabrication and erection of
the Boiler and ESP, painting, construction of the chimney base, all types of ID, FD, PA and BFP, building
supporting the boiler related work including plant and machinery, flooring, coal storage shed, boundary wall,
transformer base, and pipeline footing. The total estimated cost for expenses related to labour, is ₹58.75 million,
as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed break-
up of such expenses is proposed to be funded through the Net Proceeds as set out below.
S. Particulars Name of the Quantity Amount (₹ in Date of Validity of
No. supplier/ million) quotation quotation
vendor
providing
quotation
Civil cost including
D.R.
material and labour
Construction
1. for boiler, ESP, 1 Job 32.10 October 10, 2025 8 months
Engineer &
chimney base, all ID,
Contractor
FD, PA, BFP, admin
155S. Particulars Name of the Quantity Amount (₹ in Date of Validity of
No. supplier/ million) quotation quotation
vendor
providing
quotation
building, flooring,
coal shade, boundary
wall, transformer, etc
pipeline footing
2. 12.50
Fabrication and
SR Engineering
erection of boiler & - October 1, 2025 8 months
Work
ESP
3. 2.25
Refractory material & Munshi
3,425 kg October 1, 2025 8 months
labour Refractories
4. Sima Painting & 1.45
Painting with labour - October 1, 2025 8 months
Insulation
5. 4.45
Hyden
Coal storage shade Engineering 1 lot October 1, 2025 8 months
Works
6. 6.00
Boiler building Spacious Interior
- October 1, 2025 12 months
elevation & Projects
Total 58.75
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such installation and fabrication from several third-party vendors. However, we
have not entered into any definitive agreements with any third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Pipeline cost (3 Km)
The proposed expansion will include all expenses related to laying of overhead pipelines like consumable stores,
aluminum, sheet, hardware items, structures and pipes and others. The total estimated cost for Pipeline (3 KM)
expenses for the proposed expansion is ₹83.05 million, as per the certificate dated December 1, 2025 issued by
Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such expenses that are proposed to be funded through
the Net Proceeds as set out below:
S.No. Particulars Name of the Quantity Amount (₹ in Date of Validity
supplier/ vendor million) quotation of
providing quotation quotation
1. Carbon steel (“CS”) October 1,
Tulsi Engineers 3,600 mtrs 29.02 8 months
seamless pipe 2025
2. Fittings IBR short bend
300 pieces
Sch-40 12”
IBR short bend Sch-40 October 1,
Tulsi Engineers 200 pieces 7.45 8 months
10” 2025
IBR short bend Sch-40 8” 177 pieces
IBR short bend Sch-40 6” 199 pieces
3. Lightly resin bonded Polybond Insulation October 1,
7,815 sqm 4.38 8 months
(“LRB”) mattress Private Limited 2025
156S.No. Particulars Name of the Quantity Amount (₹ in Date of Validity
supplier/ vendor million) quotation of
providing quotation quotation
Density – 100
Thickness- 75
Size – 1.64 mtr * 1.22 mtr
Lightly resin bonded
(“LRB”) mattress
4,880 sqm
Density – 120
Thickness- 70
Size – 1.64 mtr * 1.22 mtr
4. October 1,
Aluminium sheet VM Mfg Trading Co. 1,8634 kg 5.59 8 months
2025
5. Starblaze welding 120 box
6. Granding wheel 1,440 nos. October 4,
Arc Weld Equipment 1.46 8 months
7. Liquefied petroleum gas 2025
1,200 nos.
(“LPG”)cylinder
8. Structure steel ( angle Zen Trading Co. October 1,
154000 kg 9.99 8 months
plate ) 2025
9. Sharma Pipes & 2,611
October 1,
Roller bar and support Hardware pieces + 1.33 8 months
2025
2,622kg
10. Paras Agencies 10,717.14 October 1,
Paint and enamel thinner 1.31 8 months
ltr 2025
11. Sky King Crane October 1,
Hydra crane rental 1 unit 1.26 8 months
Movers 2025
12. D.R. Construction
October 1,
Civil footing work Engineer & 1 job 8.91 8 months
2025
Contractor
13. Labour charges for SR Engineering Work
fabrication & erection of
October 1,
steam pipeline & 1 job 12.35 8 months
2025
structure along with
accessories
Total 83.05
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for pipeline expenses from several third-party vendors. However, we have not
entered into any definitive agreements with any third-party vendors and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to
any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Consultancy
Consultancy expenses for the proposed expansion includes coordinating with government agencies in submitting
application end-to-end, guiding our Company in setting up the entire plant. The total estimated cost for
consultancy expenses proposed to be paid to Greenways Associates, the consultant, for the proposed expansion is
₹ 5.00 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. The
expenses towards consultancy expenses are proposed to be funded through the Net Proceeds.
157Particulars Name of the Quantity Amount (₹ in Date of quotation Validity of
supplier/ vendor million) quotation
providing
quotation
Greenways
Consultancy - 5.00 October 1, 2025 8 months
Associates
Total 5.00
Other expenses
In addition to estimated expenses mentioned above, there may be additional costs incurred towards freight
charges, installation and commissioning charges, transportation, insurance, applicable taxes, etc. If there is any
increase in the estimated costs as mentioned above, the additional costs shall be met from our Company’s internal
accruals or we may seek additional debt from existing or future lenders. Based on any such additional costs, if
any, details of the estimated cost for the proposed expansion, will be suitably updated at the time of filing of the
Red Herring Prospectus with the RoC.
We are yet to place any order for plant and machinery. Further, the quotations received from vendors in relation
to the proposed expansion are valid as on the date of this Updated Draft Red Herring Prospectus-I. We have not
entered into any definitive agreements with any of the vendors and there can be no assurance that the same
vendor(s) would be engaged to eventually supply the machinery and equipment or we will get the machinery at
the same costs. The quantity of equipment and other materials to be purchased is based on management estimates.
For further details see “Risk Factors – The Objects of the Offer include orders for equipment and machinery which
have not yet been placed. Further, we are yet to place orders for capital expenditures. In the event of any delay
in placement of such orders, the proposed schedule of implementation and deployment of the Net Proceeds may
be extended or may vary” on page 72.
No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
Our Promoters, Directors and Key Managerial Personnel do not have any interest in the proposed acquisition of
the plant and machinery or in the entity from whom we have obtained quotations in relation to such proposed
acquisition of the plant and machinery.
Government approvals
As on the date of this Updated Draft Red Herring Prospectus-I, our Company has not commenced the civil and
construction work in relation to the expansion of the Ankleshwar Facility (Phase 3). The licenses and approvals
that we have obtained in relation to the Ankleshwar Facility (Phase 3), such as the Consent to Establish issued by
State Pollution Control Board, approved plant layout from Gujarat Industrial Development Corporation,
adequately cover the scope of the proposed expansion of the Ankleshwar Facility (Phase 3). While we do not
require any further licenses / approvals from any governmental authorities at this stage of the proposed expansion
of the Ankleshwar Facility (Phase 3), we will apply for all such necessary approvals that we may require at the
appropriate stage. For details, see “Risk Factors - We require various permits, licenses and approvals to operate
our businesses, and the failure to obtain or retain such licenses or approvals in a timely manner or at all may
adversely affect our business, results of operations, cash flows and financial condition” on page 46.
S. Approval Required Stage at which Status (Obtained/Yet Date of receipt
No. approval is required to apply) of approval
1. Land finalisation - Leased by our -
Company from
Advaitya Dye Chem
through lease deed
dated January 01, 2023
valid till December 31,
2030
2. Consent to establish - Obtained from Gujarat June 23, 2025
Pollution Control
Board
1583. Approved plan layout - Obtained Gujarat April 18, 2025
Industrial Development
Corporation
4. Lease deed with industrial estate or sub- Pre-commencing Available with our October, 2023
lease deed along with Subletting order construction Company and September,
2022
5. Proposed plan Pre-commencing Plan approved by January 19,
construction Ankleshwar GIDC 2024
6. No Objection Certificate (“NOC”)/ Pre-commencing CTE permissions June 24, 2025
Consent to establish (“CTE”) Construction granted by Gujarat
Pollution Control
Board (“GPCB”)
7. Building and other construction workers Factory inspector Once the Company -
(“BOCW”) commences
construction
8. Bharuch enviro infrastructure limited Before applying for Once the plant is ready -
(“BEIL”)( This applies only in limited Culturable command to operate
plants) area (“CCA”)
9. CCA Will be applied at later Will be applied at later -
stage stage
10. Right-of-use (“ROU”) Will be amended at Will be applied at later September 11,
later stage if required stage 2024
11. Electricity permission Will be amended at Temporary connection -May 16, 2024
later stage if required will be applied once
construction
commences.
12. IBR- boiler approval Will be applied at later Will be applied at later -
stage stage
13. Water permission Will be applied at later Will be applied at later -
stage stage
14. Factory license Will be amended at later Will be applied at later July 08, 2024
stage if required stage
On the assumption that the Equity Shares pursuant to the Offer will be listed on the Stock Exchanges and our
Company will receive Net Proceeds from the Offer by February 2026, our Company intends to commission the
Ankleshwar Facility (Phase 3) by August 2027. The estimated timelines are based on management estimates and
are subject to revision if the Net Proceeds from the Offer are not received by our Company prior to February 2026.
(ii) Capacity expansion of Panoli Facility (Phase 2)
Land and utilities
Our Panoli Facility is located at Plot No. 510, 511, 512 plot number, Panoli GIDC, Bharuch 394 115, Gujarat. The
land on which the proposed expansion is to be undertaken for the Panoli Facility (Phase 2) is sub-leased by our
Company pursuant to a deed of assignment dated January 31, 2022 with M/s. R.P. Chemicals, which is valid for
a period of 99 years till year 2121. We already have an operational boiler in Panoli and in order to cater the
additional demand, we are proposing to install a new boiler of capacity 60 TPH. The land is spread across an area
of 4,725.00 sqmm, of which, 1,314.07 sqmm, is proposed to be utilized for the proposed expansion for Panoli
Facility (Phase 2). The proposed capital expenditure is towards a brown field investment and will use imported
coal as the main raw material.
Capacity
As on September 30, 2025, the installed capacity of the Panoli Facility is 60 TPH, consisting of one boiler of 60
TPH. We intend to install a new boiler to enhance the installed capacity of the Panoli Facility (Phase 2), pursuant
to which the installed capacity is proposed to increase by 60 TPH, aggregating to 120 TPH from 2 boilers of 60
TPH each.
Estimated Cost
The total estimated cost for the proposed expansion is ₹ 357.99 million, excluding GST, as per the certificate
dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. The fund requirements, the deployment
of funds and the intended use of the Net Proceeds for the proposed expansion, as described herein, are based on
159our current business plan, management estimates, current and quotations from suppliers or purchase orders issued
to suppliers/vendors, and other commercial and technical factors. However, such total estimated cost and related
fund requirements have not been appraised by any bank or financial institution. We propose to utilize an amount
of ₹357.99 million out of the Net Proceeds, towards such proposed expansion. Our Board pursuant to the
resolution passed at its meeting dated December 8, 2025 has approved the capacity expansion of Panoli Facility
(Phase 2) and the estimated cost to be incurred towards it.
The total estimated cost for the capacity expansion of the Panoli Facility (Phase 2) comprises the following:
(₹ in million)
Particulars Amount to be funded through the Net Proceeds
Boiler and boiler parts 81.00
Plant and machinery
88.75
Steel structure
14.52
Electrical
22.84
Instrumental
3.19
Labour
58.75
Pipeline cost (3km)
83.96
Consultancy
5.00
Total 357.99
Notes:
(1) Total estimated cost as per the certificate dated December 1 , 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. .
(2) The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
(3) All amounts mentioned in the above table are exclusive of taxes.
Break-up of the estimated cost
Boiler and boiler parts
The proposed expansion includes membrane, downcomers, superheater, and others. The total estimated cost for
Boiler and boiler parts is ₹ 81.00 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi,
Chartered Engineer. A detailed break-up of such estimated cost which is proposed to be funded from the Net
Proceeds is set forth below:
Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
Deaerator:
• Deaerator level control station
• Feed water piping from deaerator level
Thermax
control station to deaerator
Babcock
• Deaerator & Wilcox
81.00 October April 30,
• Deaerator storage tank 1 Set Energy
27, 2025 2026
Feed Water Pumping Station: Solution
Limited
• Feed water piping from deaerator to
BFW pump suction
• Boiler feed water pumps
• Motors for feed water pumps
160Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Automatic recirculation valve
• Minimum recirculating piping from
BFW pump up to deaerator
• Balance leak off piping from BFW pump
up to deaerator
• Isolation value at outlet of BFW
HP Heater
• Feed water piping from BFP outlet
common header to feed water
control station
• Feed water flow element
• Feed water control station on the
• Boiler operating floor.
• Feed water piping from feed
• Water control station to steam
drum
Initial Fill Line
• Boiler initial fill up piping from boiler
• First column to initial fill header.
Boiler Pressure Parts
Economizer:
• Economizer coils
• Economizer coil supports
• Economizer inlet/outlet headers
• Economizer to steam drum piping
Steam Drum
• Steam drum safety valve
• Steam drum direct level gauge
Furnace:
• Boiler down comers
• Boiler riser tubes
• Furnace panels with headers and
supports
• In-bed evaporator
Super Heater
• Super heater tubes
• Super heater headers
• Super heater coil supports
• Super heater safety valve
• Super heater safety valve silencer
Attemperator Spray Water Control Station:
• Spray water piping from inlet of feed
water control station up to attemperator
spray water control station
• Final steam temperature control Station
• Attemperator spray nozzle
• Attemperator spray water flow element
Steam
• Steam piping from steam drum outlet up
to final super heater outlet
• Steam piping from final super heater
outlet up to MSSV inlet
• Main steam stop valve with integral
bypass valve
161Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Start up vent isolation valve
• Start up vent valve
• Start up vent valve silencer
• Start up vent piping above
silencer up to safe elevation
• Main steam flow element
• Deaerator pressure control
station
• Steam piping from deaerator pressure
control station to deaerator
Cooling Water
Cooling water supply and return piping from
Boiler First column up to individual cooling
water consuming equipment.
Compressed Air / Instrument Air
Instrument, service and compressed Air
piping from boiler first column up to
individual boiler consuming equipment
Vents
• Vent connections on steam drum, main
steam line, economizer along with
valves; and
• From outlet of valves up to safe elevation
above roof
Drains
• From individual drain points on drums,
level gauges, safety valves, and
economizer headers up to drain header;
and
• Drain header to blow down tank
Blowdown system
• Continuous blow down tank
• Intermittent blow down tank
• Continuous blow down valve
• Intermittent blow down valve
Mounting & Fittings
Level indicators
• In Steam drum
• Blow down tank
Sampling System
Sampling points with isolation root valves
along with sample coolers shall be provided
for
1. Feed water
2. Boiler water
3. Saturated steam
4. Super heater steam
Air & Gas System
Primary Air Fan:
162Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Fan along with damper control,
grease, or oil lubricated complete
with separate base frame for fan
and motor, foundation
bolts/holding down bolts &
Coupling hardware.
• Silencer and supports for PA fan
• PA fan inlet damper
• PA fan outlet damper
• PA fan I/L & O/L expansion joint
• PA fan Motor
Forced Draft (F.D.)
• Fan along with damper control,
grease or oil lubricated complete
with separate base frame for fan
and motor, foundation bolts/
holding down bolts & coupling
hardware.
Silencer and supports for FD fan
• FD. Fan outlet expansion joint
• FD Fan Motor
Air Ducting:
• From FD fan outlet up to air heater inlet
• Tubular air heater (loose tubes, site
assembled)
• Air heater bypass ducting
• Air heater bypass damper
• Air flow measuring element
• From air heater outlet to wind box.
• From air heater outlet to over fire air
nozzles
• From air heater outlet to PA fan inlet
• From PA fan outlet to fuel mixing nozzle
• Air ducting expansion joints
• Air ducting dampers
• Air ducting supports
Combustor System:
• AFBC combustor system
• Wind box
I.D. Fan
• Fan along with damper control, grease
or oil lubricated complete with separate
base frame for fan and motor, foundation
bolts/holding down bolts & Coupling
hardware
• ID fan inlet damper for control purpose
• ID fan motor
Hoppers:
• Below economizer ;
• Below air heater; and
163Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Below ESP.
Casing:
• For combustor;
• For pent house;
• For economizer; and
• For air heater.
Fuel Storage:
• Fuel bunker along with supporting
structure;
• Outlet chutes for fuel bunker up to inlet
of feeders;
• Feeders for fuel feeding, suitable for
VFD operation;
• Motor for fuel feeders; and
• Feeder outlet to furnace feeding chutes.
Bed Material Cum Lime Storage:
• Bed material/ limestone filling
arrangement up to bunker;
• Bed / lime material bunker feeding chute
from bunker up to feeder;
• Bed material/ limestone feeder motor for
bed material/ lime stone feeder; and
• Feeding chutes from feeder to furnace.
Chemical Dosing System
Low Pressure Dosing System
• Low pressure dosing tank
• Low pressure dosing pumps
• Low pressure dosing piping from
Dosing system outlet to deaerator
High Pressure Dosing System
• High pressure dosing tank
• High pressure dosing pumps
• High pressure dosing piping from
Dosing system outlet to boiler steam
drum
Structure
• Painted and welded steel structure from
operating floor level up to
• Steam drum level
• Stairs from operating floor level up to
steam drum level
• Hand railing, gratings an chequered
plates from operating floor level up to
steam drum level
• Boiler buckstay, seismic stop and
expansion pointers
• Support structure, access platform
• Monorail and structure for all fans
164Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Hoist for all fans
• Hoist for feed water pumps
• Boiler top canopy as well as side
sheeting with supports
Painting and, Surface Preparation:
• Surface preparation for the equipment
supplied by TBWES at shop
• Shop painting
• Final painting
Refractory, Insulation and Cladding
Refractory
• Refractory for the boiler
• Refractory bonding additives / acid for
Refractory application as per
specifications
Insulation
Insulation and cladding for boiler,
economizer, air-pre-heater, piping, ducting
etc
Instrumentation
• Field instruments like pressure gauges,
transmitters, thermocouple, temperature
gauges, draft gauges etc as per PID
• O2 analyser for flue gas
• Control valves
• Instrument, signal and control cables
from field instruments up to local field
junction box
Flue Gas System:
• Boiler outlet to economizer
• Economizer outlet to
• Air heater air heater outlet to ESP inlet
• ESP outlet to induced draft (I.D.) fan
ducting
• ID fan outlet to chimney inlet
• Chimney mating flange and fasteners
• All gas ducting expansion joints
• All gas ducting dampers
• All duct support
Motorised Valves:
• MSSV with integral bypass
Total 81.00
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Boiler and boiler parts from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
165due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Plant & machinery
Plant and machinery for the proposed expansion includes turbine, motors, panels, steam valves, compressor,
transformer JCB, feed pumps and others. The total estimated cost for plants and machinery is ₹ 88.75 million, as
per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Charted Engineer. A detailed break-up of
such estimated cost which is proposed to be funded from the Net Proceeds is set forth below:
Name of the supplier/
Amount (₹ Date of Validity of
Particulars vendor providing Quantity
in million) quotation quotation
quotation
1. Electrostatic October
Unicon Engineers 1 no. 11.85 April 30, 2026
precipitator (“ESP”) 3, 2025
2. Ncon Turbo Tech October
Turbine 1 no. 12.01 8 months
Private Limited 3, 2025
3. 100 M3 HDPE
spirally wound 3 nos. 8 months
chemical storage tank October
Plastofab Engineering 3.86
50 M3 HDPE spirally 3, 2025
wound chemical 2 nos. 8 months
storage tank
4. Pump 2 nos.
October
Accessories set Pooja Agencies 2 nos. 0.33 8 months
3, 2025
Motor 2 nos.
5. Feed water pump 2 nos. October
Pooja Agencies 2.19 8 months
Motor 2 nos. 3, 2025
6. FD fan-1 2 nos.
Usha Die Casting October
PA fan-1 3 nos. 3.89 April 30, 2026
Industries 4, 2025
ID fan 1 no.
7. Boiler coal handling October
Rashmi Steel 2 set 2.28 8 months
plan system 3, 2025
8. Bed material elevator
1 no.
belt
October
Bed material storage Rashmi Steel 1 no, 0.46 8 months
3, 2025
Bed material (jali
1 no.
machine)
9. Dense phase ash Mecgale Pneumatics October
1 no. 5.50 240 days
handling system Pvt Ltd 1, 2025
10. Silo and dense phase
October
pneumatic conveying Gayatri Enterprises 1 no 7.00 8 months
1, 2025
system
11. RO & mix bed water October
Shri Sai Enterprises 2 no. 11.00 8 months
plant polishing 3, 2025
12. DM plant and October
Shri Sai Enterprises 1 no. 6.00 240 days
accessories 3, 2025
13.
Shrirang Sales October
Steam valves 229 no. 4.62 8 months
Corporation 3, 2025
14.
LP & HP dosing Flow Control Pumps & October
1 no. 0.46 8 months
system Systems Pvt. Ltd. 1, 2025
15.
Control valves and Mahavas Precision October
9 no. 1.67 8 months
strainer Controls Pvt. Ltd 1, 2025
166Name of the supplier/
Amount (₹ Date of Validity of
Particulars vendor providing Quantity
in million) quotation quotation
quotation
16.
Sunrise Efficient October
HP motor 6 no. 1.02 8 months
Marketing Ltd 3, 2025
17.
Shrirang Sales October
VFD 7 no. 2.27 8 months
Corporation 3, 2025
18. Oil lubricated, air
cooled, fixed speed
1 no.
rotary screw air
compressor
Refrigerated type air
1 no.
dryer model
Tech Aid Systems Pvt. October
Pre filter 300cfm 2.10 8 months
Ltd 1 no. 1, 2025
(3micron)
Pre filter 300cfm
1 no.
(0.01 micron)
Vertical Air receiver
tank 2000Ltr with 1 no.
automatic drain Valve
19. October
Transformer 1250Kva Kay Pee Corporation 1 no. 2.81 240 days
1, 2025
20. Online emission
monitoring system for
Suspended Particulate
Matter (“SPM”),
Sulfur oxides 1 no.
(“SOX”), and
Nitrogen oxides
8 months
Engineering&
(“NOX”) with data
Environmental
logger and
Solutions Private
Heated trace line with Limited October
0.83
thermocouple Engineering& 100 mtr 1, 2025
(Insulated) Environmental
Solutions Private
One time installation Limited
1
charges
One time fright
charge for CEMS and 1
heating trace line
21. O2 analyser for sack 1 no.
22. One time fright Engineering&
charge for CEMS Environmental 1 October
0.64 8 months
heating trace line Solutions Private 1, 2025
23. One time installation Limited
-
charges
24. South Indian RCC October
Chimney 1 no. 3.07 240 days
Chimney 3, 2025
25. Backhoe loaded BS- Yantraman Automac October
1 no. 2.90 240 days
V-LV Private Limited 3, 2025
Total 88.75
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such plant and machinery from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
167due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Steel structure
The proposed expansion will include all expenses related to steel structures including angle and channels along
with the other supporting tools to fix the structures, which is required to hold the pipeline which will carry steam
towards the customer premises. The total estimated cost for mechanical expenses for the proposed expansion is ₹
14.52 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Charted Engineer. A
detailed break-up of such steel structure are proposed to be funded through the Net Proceeds as set out below:
Particulars Name of the Quantity Amount (₹ in Date of Validity of
supplier/ vendor million) quotation quotation
providing quotation
Mugatlal B. & Sons 85,050 kg 5.02 October 1, 2025 8 months
Trumac Infra Private 4.54
Steel structure 77,743 kg October 3, 2025 8 months
Limited
Amco Metals 85,240 kg 4.96 October 1, 2025 8 months
Total 14.52
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for Steel Structure expenses from several third-party vendors. However, we have
not entered into any definitive agreements with any third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Electrical expenses
The proposed expansion will include electrical expenses such as cable and cable tray, PLC Panel, MCC Panel and
others. The total estimated cost for electrical expenses for the proposed expansion is ₹22.84 million, as per the
certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Charted Engineer. A detailed break-up of such
electrical expenses that is proposed to be funded through the Net Proceeds is set out below:
S.No. Particulars Name of the Quantity Amount Date of Validity
supplier/ vendor (₹ in quotation of
providing million) quotation
quotation
1. C able & cable tray Tulsi Electricals 997 pieces,
And Switchgears 29,204 mtr, 9.70 October 3, 2025 8 months
2,226 no.
2. B oiler automation system (PLC- Yunay
Scada System) control panel with Engineering
3 no. 2.82 October 1, 2025 8 months
PLC system and proposed PLC – Private Limited
Scada system and service
3. M CC panel Standard 1 no.
Electricals 4.20 October 3, 2025 8 months
4. P CC panel 1 no.
5. E lectrical cable, instrument cable, Ampere Plus
cable tray laying & glanding and Electricals 1 job 1.02 October 1, 2025 240 days
termination work
6. M ain distribution panel + cables Standard 6,500 mtr
4.18 October 3, 2025 8 Months
Electricals + 1 no.
7. H T panel Unique
1 no. 0.92 October 3, 2025 8 Months
Electricals
Total 22.84
168* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such electrical expenses from several third-party vendors. However, we have not
entered into any definitive agreements with any third-party vendors and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to
any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Instrument
The proposed expansion will include expenses in relation to purchase of instruments such as pressure gauge,
flowmeter and manifold and others. The total estimated cost for instrumentation expenses for the proposed
expansion is ₹ 3.19 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Charted
Engineer. A detailed break-up of such instruments are proposed to be funded through the Net Proceeds as set out
below:
S.No. Particulars Name of the Quantity Amount (₹ Date of Validity
supplier/ vendor in million) quotation of
providing quotation
quotation
1.
Pressure gauge 10" , 1/2" BSP
35 no.
range 0-40 KG/CM2
Pressure gauge 10" , 1/2" BSP
40 no.
range 0-60 KG/CM2
Make temperature transmitter 35 no.
4 sqmm 3 core copper
Yunay 600 mtr
armoured cable
Engineering
5core 1.5 sqmm CU ARMD Private limited 200 mtr 1.43
Copper flexible 4 core 50
100 mtr
sqmm cable
4 core 95 sqmm copper October 1,
50 mtr 8 months
flexible 2025
Thermocouple cable k-type
armoured seal cable teflon 400 mtr
coating
Thermocouple with head
60 mtr
mounted transmitter
2. RTD 12" comp fitting
5 no.
deaerator tank temperature
Thermocouple 12" comp
fitting DEA. pressure control 1 no.
Yunay
valve i/l temperature
Engineering 0.03
Temperature gauge 1 no
Private Limited
Thermowell 10" IBR well
material: SS-316, well
6 no
diameter: OD: 16x8 mm,
process
3. Accurate October 1,
Flowmeter 8 no. 1.72 8 months
Instruments 2025
Total 3.19
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
169In this regard, we have received quotations from several third-party vendors. However, we have not entered into
any definitive agreements with any of such third-party vendors and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to a
possible cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Labour
The proposed expansion includes civil construction and installation works such as the fabrication and erection of
the Boiler and ESP, painting, construction of the chimney base, all types of ID, FD, PA and BFP, building
supporting the boiler related work including plant and machinery, flooring, coal storage shed, boundary wall,
transformer base, and pipeline footing. The total estimated cost for expenses related to labour, is ₹58.75 million,
as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed break-
up of such expenses is proposed to be funded through the Net Proceeds as set out below:
S.No. Particulars Name of the Quantity Amount (₹ Date of Validity of
supplier/ vendor in million) quotation quotation
providing
quotation
1. Civil cost including
material and labour for
D.R. Construction
boiler, ESP, chimney base, October 1,
Engineer & 1 Job 32.10 8 months
all ID, FD, PA BFP, 2025
Contractor
building, flooring, coal
shed, transformer
2. Fabrication and erection of
SR Engineering October 1,
boiler & ESP with Lumpsum 12.50
Work 2025 8 months
installation
3. Refractory material & Munshi October 1,
Lumpsum 2.25
labour Refractories 2025 8 months
4. Sima Painting & October 3,
Painting labour charges Lumpsum 1.45 8 months
Insulation 2025
5. Hyden
October 1,
Coal storage shed Engineering 1 Lot 4.45 8 months
2025
Works
6. Spacious Interior October 1,
Boiler building elevation - 6.00 9 months
& Projects 2025
Total 58.75
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such installation and fabrication from several third-party vendors. However, we
have not entered into any definitive agreements with any third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Pipeline cost (3 Km)
The proposed expansion will include all expenses related to laying of overhead pipelines like consumable stores,
aluminum, sheet, hardware items, structures and pipes and others. The total estimated cost for Pipeline (3 KM)
expenses for the proposed expansion is ₹ 83.96 million, as per the certificate dated December 1, 2025 issued by
Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such steel structure is proposed to be funded through
the Net Proceeds as set out below:
170S.No. Particulars Name of the supplier/ Quantity Amount (₹ Date of Validity of
vendor providing quotation in million) quotation quotation
1. C S seamless pipe Tulsi Engineers October 3,
3,600 mtrs 29.02 8 months
2025
2. F ittings Tulsi Engineers October 3,
876 pieces 7.45 8 months
2025
3. L RB Polybond Insulation Pvt Ltd 12,695 October 1,
4.38 8 months
sqm 2025
4. A luminium sheet VM MFG Trading Co. 18,634.00 October 3,
5.59 8 months
kg 2025
5. S tarblaze welding Arc Weld Equipments 120 Box
October 4,
Granding wheel 1,440 1.46 8 months
2025
6. L PG cylinder 1,200
7. S teel structure (angle Zen Trading Co. 154,000 October 1,
9.99 8 months
and plate) kg 2025
8. R oller bar and support Sharma Pipes & Hardware 2,611
October 3,
pieces + 1.33 8 months
2025
2,622 kg
9. P aint and enamel thinner Paras Agencies 13,287.14 October 3,
2.22 8 months
ltr 2025
10. H ydra crane rental Sky King Crane Movers October 3,
1 unit 1.26 8 months
2025
11. C ivil footing work D.R. Construction Engineer October 1,
1 job 8.91 8 months
& Contractor 2025
12. L abour charges for SR Engineering Work
fabrication & erection of
October 1,
Steam pipeline & 1 job 12.35 8 months
2025
structure along with all
accessories
Total 83.96 Total
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such pipeline expenses from several third-party vendors. However, we have not
entered into any definitive agreements with any third-party vendors and there can be no assurance that the same
vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase due to
any cost escalation. If we engage someone other than the third-party vendors from whom we have obtained
quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates.
Consultancy
Consultancy expenses for the proposed expansion includes coordinating with government agencies in submitting
application end-to-end, guiding our Company in setting up the entire plant. The total estimated cost for
consultancy expenses proposed to be paid to Greenways Associates, the consultant, for the proposed expansion is
₹ 5.00 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. The
expenses towards consultancy expenses are proposed to be funded through the Net Proceeds.
Particulars Name of the Quantity Amount (₹ in Date of quotation Validity of
supplier/ vendor million) quotation
providing
quotation
Greenways
Consultancy - 5.00 October 1, 2025 8 months
Associates
Total 5.00
171Other expenses
In addition to estimated expenses mentioned above, there may be additional costs incurred towards freight
charges, installation and commissioning charges, transportation, insurance, applicable taxes etc. If there is any
increase in the estimated costs as mentioned above, the additional costs shall be met from our Company’s internal
accruals or we may seek additional debt from existing or future lenders. Based on any such additional costs, if
any, details of the estimated cost for the proposed expansion, will be suitably updated at the time of filing of the
Red Herring Prospectus with the RoC.
We are yet to place any order for plant and machinery. Further, the quotations received from vendors in relation
to the proposed expansion are valid as on the date of this Updated Draft Red Herring Prospectus-I. We have not
entered into any definitive agreements with any of the vendors and there can be no assurance that the same
vendor(s) would be engaged to eventually supply the machinery and equipment or we will get the machinery at
the same costs. The quantity of equipment and other materials to be purchased is based on management estimates.
For further details see “Risk Factors – The Objects of the Offer include orders for equipment and machinery which
have not yet been placed. Further, we are yet to place orders for capital expenditures. In the event of any delay
in placement of such orders, the proposed schedule of implementation and deployment of the Net Proceeds may
be extended or may vary.” on page 72.
No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
Our Promoters, Directors and Key Managerial Personnel do not have any interest in the proposed acquisition of
the plant and machinery or in the entity from whom we have obtained quotations in relation to such proposed
acquisition of the plant and machinery.
Government approvals
As on the date of this Updated Draft Red Herring Prospectus-I, our Company has not commenced the civil and
construction work in relation to the expansion of the Panoli Facility (Phase 2). The licenses and approvals that we
have obtained in relation to the Panoli Facility (Phase 2), such as the Consent to establish from State pollution
control board and got plan layout approved from Industrial Corporation, adequately cover the scope of the
proposed expansion of the Panoli Facility (Phase 2). While we do not require any further licenses / approvals from
any governmental authorities at this stage of the proposed expansion of the Panoli Facility (Phase 2), we will
apply for all such necessary approvals that we may require at the appropriate stage. For details, see “Risk Factors
- We require various permits, licenses and approvals to operate our businesses, and the failure to obtain or retain
such licenses or approvals in a timely manner or at all may adversely affect our business, results of operations,
cash flows and financial condition.” on page 46.
S. Approval Required Stage at which Status Date of receipt of
No. approval is (Obtained/Yet to approval
required apply)
1. Land finalisation - Purchased by our January 31, 2022
company by virtue of
transfer order dated
February 2, 2022
2. Consent to establish - Obtained from July 13, 2023
Gujarat Pollution
Control Board
3. Approved plan layout - Obtained from Panoli September 26, 2024
Gujarat Industrial
Development
Corporation
4. Lease deed with industrial estate or sub- Pre-commencing Available with our January 31, 2022
lease deed along with subletting order construction Company
5. Proposed plan Pre-commencing Plan approved by September 26, 2024
construction Panoli GIDC
6. NOC/CTE Pre-commencing CTE permissions July 13, 2023
construction granted by GPCB
7. BOCW Factory inspector Once the Company -
commences
construction
1728. BEIL ( This apply only in limited plants) Before applying for Once the plant is -
CCA ready to operate
9. CCA Will be applied at Will be applied at -
later stage later stage
10. ROU Will be amended Will be applied at January 8, 2024
at later stage if later stage
required
11. Electricity permission Will be amended Temporary -September 21,
at later stage, if connection will be 2024
required applied once
construction
commences.
12. IBR- boiler approval Will be applied at Will be applied at -
later stage later stage
13. Water permission Will be applied at Will be applied at -
later stage later stage
14. Factory license Will be amended Will be applied at June 5, 2022
at later stage if later stage
required
On the assumption that the Equity Shares pursuant to the Offer will be listed on the Stock Exchanges and our
Company will receive Net Proceeds from the Offer by February 2026, our Company intends to commission the
Panoli Facility (Phase 2) by August 2027. The estimated timelines are based on management estimates and are
subject to revision if the Net Proceeds from the Offer are not received by our Company prior to February 2026.
1. Funding capital expenditure in relation to the setting up of a new manufacturing facility for generation
of steam
Dahej SEZ (“Proposed Facility”)
In addition to the plan to expand by installing new boilers at Ankleshwar and Panoli as mentioned above and as a
part of our business strategy, we plan to capitalise on growth in the community steam boiler to augment our
capacity in line with expected market requirement and our expected business growth. For further details, see ‘Our
Business – Our Strategies’ on page 292 and “- 2. Funding capital expenditure requirements for augmenting
infrastructure development of our Company towards (i) capacity expansion of the Ankleshwar Facility (Phase 3)
Facility; and (ii) capacity expansion of the Panoli Facility (Phase 2)” on page 142.
Accordingly, in line with our strategies, we intend to set up new manufacturing facility at Dahej SEZ, Vagra
Taluka of western part of Bharuch District, Gujarat, India.
The fund requirements, the deployment of funds, and the intended use of the Net Proceeds have been prepared
based on management estimates and have been verified by the Project Report, issued by Dr. P. J. Gandhi,
Chartered Engineer. Dr. P. J. Gandhi, Chartered Engineer has an experience of around 23 years. The total
estimated cost of setting up the new manufacturing facility at Dahej SEZ is approximately ₹427.07 million
excluding GST. As on the date of this Updated Draft Red Herring Prospectus-I, our Company has already incurred
an amount of ₹53.27 million towards the Proposed Facility, which has been funded through our internal accruals.
The balance amount of ₹373.80 million is proposed to be funded from the Net Proceeds of the Offer. Set out
below are details of some of the project reports issued by Dr. P. J. Gandhi, Chartered Engineer for other
companies:
S. No. Name and summary of the project Period
1. Aether Industries Limited. Assessed and determined installed capacity and Draft red herring prospectus
capacity utilization. filing in 2021
2. Anupam Rasayan India Limited. Assessed and determined installed Draft red herring prospectus
capacity and capacity utilization. filing in 2020
3. Sahajanand Medical Limited. Assessed and determined installed capacity Draft red herring prospectus
and capacity utilization. filing in 2021
Land and Utilities
As part of our growth strategy, we propose to establish a manufacturing facility in Dahej, Gujarat. The Proposed
Facility is being set up at Dahej SEZ. The Proposed Facility was allotted to our Company pursuant provisional
173allotment letter dated May 27, 2022, and allotment letter dated April 4, 2023 issued by Dahej, SEZ Authority.
Subsequently, our Company has entered into a license agreement dated May 30, 2023 (“License Agreement”)
with Dahej SEZ pursuant to which we have been granted license rights in connection with the Dahej SEZ for a
period of 30 years from the date of execution or from the date the licensee takes possession, whichever is earlier.
The land is spread across an area of 20,011.74 sqmm, of which 5,521.48 square meters is proposed to be utilised
for the Proposed Facility. The proposed project is a green field project and will use Indonesian coal as the main
raw material. As certified by Natvarlal Vepari & Co, Chartered Accountants, Statutory Auditors of our Company
through certificate dated December 8, 2025, the aggregate consideration paid for lease of the land parcel as
advance on which the Proposed Facility is to be set up was ₹ 53.27 million which was funded through our internal
accruals.
Capacity
The installed capacity of the Proposed Facility is proposed to be 30 Ton Per Hour.
Schedule of implementation
The expected schedule of implementation for setting up the Proposed Facility is set forth below:
S. Activity Estimated schedule Estimated
No. of commencement schedule of
completion
1. Land parcel
Land Complete purchased on
May 30, 2023
2. Appointment of architect / consulting civil engineer / structural
engineer etc. And structuring of working drawings for plant layout /
February 2026 March 2026
site development activities / construction of building / layout of plant
and machinery etc.
3. Appointment of civil and structural contractors / issue of work orders
March 2026 March 2026
etc.
4. Deciding on boiler capacity and technical boiler designing Completed Completed
5. Initial approvals required to start construction of plant Completed Completed
6. ROU April 2026 November 2026
7. Utility applications December 2025 February 2026
8. Boiler layout & drawing finalization /civil foundation April 2026 August 2026
9. Structure material procurement - fabrication and erection April 2026 August 2026
10. Bought out items orders to delivery June 2026 September 2026
11. Machinery / technical approvals (approvals required under Indian On Going
On going process
boiler regulation) Process
12. Boiler and its pressure parts erection August 2026 December 2026
13. Hydro test of boiler January 2027 January 2027
14. Pipeline civil / structure erection / fabrication December 2026 April 2027
15. Insulation ducting, refractory February 2027 July 2027
16. Commissioning and stabilization July 2027 October 2027
17. Date of commissioning October 2027 October 2027
The aforementioned schedule of implementation is based on management estimates. For further details see “Risk
Factors – Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by
any bank or financial institution or any other independent agency and our management will have broad discretion
over the use of the Net Proceeds” on page 72.
Estimated Cost
The total estimated cost for setting-up of the Proposed Facility is ₹ 373.80 million, excluding GST, as per the
Project Report issued by Dr. P. J. Gandhi, Chartered Engineer. The fund requirements, the deployment of funds
and the intended use of the Net Proceeds for setting-up of the Proposed Facility, as described herein, are based on
our current business plan, management estimates, current and quotations from suppliers or purchase orders issued
to suppliers/vendors, and other commercial and technical factors. However, such total estimated cost and related
fund requirements have not been appraised by any bank or financial institution. Our Board pursuant to the
174resolution passed at its meeting dated December 8, 2025, has approved the setting up of the Dahej SEZ and the
estimated cost to be incurred towards it.
The total estimated cost for setting-up of the Proposed Facility comprises the following:
(₹ in million)
Particulars Amount to be funded through the Net Proceeds
59.40
Boiler and boiler parts
82.82
Plant and machinery
14.50
Steel Structure
18.97
Electrical
3.19
Instrumental
57.95
Labour
131.97
Pipeline cost (5 km)
5.00
Consultancy
373.80
Total
Notes:
(1) Total estimated cost as per the Project Report issued by Dr. P. J. Gandhi, Chartered Engineer.
(2) The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
(3) All amounts mentioned in the above table are exclusive of taxes.
Break-up of the estimated cost
Boiler and boiler parts
The proposed expansion includes membrane, downcomers, superheater and others. The total estimated cost for
Boiler and boiler Parts is ₹ 59.40 million, as per the Project Report issued by Dr. P. J. Gandhi, Chartered Engineer.
A detailed break-up of such estimated cost which is proposed to be funded from the Net Proceeds is set forth
below:
Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
Deaerator:
• Deaerator level control station
• Feed water piping from deaerator
Level control station to deaerator
• Deaerator
Thermax
• Deaerator storage tank
Babcock
Feed Water Pumping Station:
& Wilcox
59.40 October April 30,
1 Set Energy
• Feed water piping from deaerator 27, 2025 2026
Solution
to Boiler Feed Water(“BFW”) Limited
pump suction
• Boiler feed water pumps
• Motors for feed water pumps
automatic recirculation valve
minimum recirculating piping from
BFW pump up to deaerator
175Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
balance leak off piping from BFW
pump up to deaerator
• Isolation value at outlet of
BFW pump
HP Heater
• Feed water piping from Boiler Feed
Pump (“BFP”) outlet common
header to feed water
control station
• Feed water flow element
• Feed water control station on the
• Boiler operating floor.
• Feed water piping from feed
• Water control station to steam
drum
Initial Fill Line
• Boiler initial fill up piping from
• Boiler first column to initial fill
header.
Boiler Pressure Parts
Economizer:
• Economizer coils
• Economizer coil supports
• Economizer inlet/outlet headers
• Economizer to steam drum piping
Steam Drum
• Steam drum safety valve
• Steam drum direct level gauge
Furnace:
• Boiler down comers
• Boiler riser tubes
• Furnace panels with headers and
supports
• In-bed evaporator
Super Heater
• Super heater tubes
• Super heater headers
• Super heater coil supports
• Super heater safety valve
• Super heater safety valve silencer
Attemperator Spray Water Control Station:
• Spray water piping from inlet of
feed water control station up to
attemperator spray water control
station
• Final steam temperature control
Station
• Attemperator spray nozzle
• Attemperator spray water flow
element
Steam
• Steam piping from steam drum
outlet up to final super heater outlet
• Steam piping from final Super
heater outlet up to Main steam stop
valve (“MSSV”) inlet
176Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Main steam stop valve with integral
bypass valve
• Start up vent isolation valve
• Start up vent valve
• Start up vent valve silencer
• Start up vent piping above
silencer up to safe elevation
• Main steam flow element
• Deaerator pressure control
station
• Steam piping from deaerator
pressure control station to
deaerator
Cooling Water
Cooling water supply and return piping from
boiler first column up to individual cooling
water consuming equipment.
Compressed Air / Instrument Air
Instrument, service and compressed air
piping from boiler first column up to
individual boiler consuming equipment
Vents
• Vent connections on steam drum,
main steam line, economizer along
with valves; and
• From outlet of valves up to safe
elevation above roof
Drains
• From individual drain points on
drums, level gauges, safety valves,
and economizer headers up to drain
header; and
• Drain header to blow down tank
Blowdown system
• Continuous blow down tank
• Intermittent blow down tank
• Continuous blow down valve
• Intermittent blow down valve
Mounting & Fittings
Level Indicators
• In Steam drum
• Blow down tank
Sampling System
Sampling points with isolation root valves
along with sample coolers shall be provided
for
1. Feed water
2. Boiler water
3. Saturated steam
4. Super heater steam
Air & Gas System
Primary Air Fan:
• Fan along with damper control,
177Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
grease, or oil lubricated complete
with separate base frame for fan
and motor, foundation
bolts/holding down bolts &
Coupling hardware.
• Silencer and supports for Primary
Air (“PA”) fan
• PA fan inlet damper
• PA fan outlet damper
• PA fan I/L & O/L expansion joint
• PA fan motor
•
Forced Draft (F.D.)
• Fan along with damper control,
grease or oil lubricated complete
with separate base frame for fan
and motor, foundation bolts/
holding down bolts & coupling
hardware.
• Silencer and supports for Forced
Draft (“FD”) fan
• FD fan outlet expansion joint
• FD fan motor
Air Ducting:
• From FD fan outlet up to air heater
inlet
• Tubular air heater (loose tubes, site
assembled)
• Air heater bypass ducting
• Air heater bypass damper
• Air flow measuring element
• From air heater outlet to wind box.
• From air heater outlet to over fire
air nozzles
• From air heater outlet to PA fan
inlet
• From PA fan outlet to fuel mixing
nozzle
• Air ducting expansion joints
• Air ducting dampers
• Air ducting supports
Combustor System:
• Atmospheric Fluidized Bed
Combustion (“AFBC”) combustor
system
• Wind box
I.D. Fan
• Fan along with damper control,
grease or oil lubricated complete
with separate base frame for fan
and motor, foundation
bolts/holding down bolts &
Coupling hardware
• I.D. Fan inlet damper for control
purpose
• ID Fan Motor
Hoppers:
• Below economizer ;
178Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
• Below air heater; and
• Below ESP.
Casing:
• For combustor;
• For pent house;
• For economizer; and
• For air heater.
Fuel Storage:
• Fuel bunker along with supporting
structure;
• Outlet chutes for fuel bunker up to
inlet of feeders;
• Feeders for fuel feeding, suitable
for VFD operation;
• Motor for fuel feeders; and
• Feeder outlet to furnace feeding
chutes.
Bed Material Cum Lime Storage:
• Bed material/ limestone filling
arrangement up to bunker;
• Bed / lime material bunker feeding
chute from bunker up to feeder;
• Bed material/ limestone feeder
motor for bed material/ lime stone
feeder; and
• Feeding chutes from feeder to
furnace.
Chemical Dosing System
Low Pressure Dosing System
• Low pressure dosing tank
• Low pressure dosing pumps
• Low pressure dosing piping from
• Dosing system outlet to deaerator
High Pressure Dosing System
• High pressure dosing tank
• High pressure dosing pumps
• High pressure dosing piping from
• Dosing system outlet to boiler steam
drum
Structure
• Painted and welded steel structure
from operating floor level up to
• Steam drum level
• Stairs from operating floor level up
to steam drum level
• Hand railing, gratings an
chequered plates from operating
floor level up to steam drum level
• Boiler buckstay, seismic stop and
expansion pointers
• Support structure, access platform
• Monorail and structure for all fans
• Hoist for all fans
• Hoist for feed water pumps
• Boiler top canopy as well as side
sheeting with supports
179Particulars Quantity Name of Amount (₹ in Date of Validity of
the million) quotation quotation
supplier/
vendor
providing
quotation
Painting and, Surface Preparation:
• Surface preparation for the
equipment supplied by Thermax
Babcock & Wilcox Energy Solutions
Private Limited (“TBWES”) at
shop
• Shop painting
• Final painting
Refractory, Insulation and Cladding
Refractory
• Refractory for the boiler
• Refractory bonding additives / acid
for Refractory application as per
Specifications
Insulation
Insulation and cladding for boiler,
economizer, air-pre-heater, piping, ducting
etc
Instrumentation
• Field instruments like pressure
gauges, transmitters,
thermocouple, temperature gauges,
draft gauges etc as per PID
• O2 analyser for flue gas
• Control valves
• Instrument, signal and control
cables from field instruments up to
local field junction box
Flue Gas System:
• Boiler outlet to Economizer
• Economizer outlet to
• Air heater air heater outlet to ESP
inlet
• ESP outlet to induced draft (I.D.)
fan ducting
• ID fan outlet to chimney inlet
• Chimney mating flange and
fasteners
• All gas ducting expansion joints
• All gas ducting dampers
Motorised Valves:
• MSSV with integral bypass
Total 59.40
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Boiler and boiler parts from several third-party vendors. However, we have
not entered into any definitive agreements with any of such third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
180obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Plant and machinery
Plant and machinery for the proposed expansion includes turbine, steam valves, compressor, transformer JCB,
feed pumps and others. The total estimated cost for plants and machinery is ₹ 82.82 million, as per the Project
Report issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such estimated cost which is
proposed to be funded from the Net Proceeds is set forth below:
S.No. Particulars Name of the supplier/ Quantity Amount Date of Validity
vendor providing (₹ in quotation of
quotation million) quotation
1. Electrostatic Unicon Engineers October 3, April 30,
1 no. 8.24
precipitator (“ESP”) 2025 2026
2. Turbine model: 550BG Ncon Turbo Tech Private October 1,
1 no. 12.01 8 Months
Limited 2025
3. 100 M3 HDPE spirally Plastofab
wound chemical 3 no.
storage tank October 3,
3.86 8 Months
50 M3 HDPE spirally 2025
wound chemical 2 no.
storage tank
4. Pump Pooja Agencies 2 no.
October 3,
Accessories set 2 set 0.33 8 Months
2025
ABB Motor 2 no.
5. Feed Water Pump Pooja Agencies 2 no. October 3,
2.19 8 Months
ABB Motor 2 no. 2025
6. High efficiency heavy Usha Die Casting Industries
duty Centrifugal Fan
(“FD”) 2310 CMM/
300 MM WG/ 200
1 no.
K.W / 6 Pole coupled
drive/ arrangement 8
fan
High efficiency heavy
duty centrifugal fan
(“PA”) 165 CMM/ 700 October 4, April 30,
2 no. 3.89
MM WG/ 37 K.W / 2 2025 2026
pole coupled drive/
arrangement 8 fan
High efficiency heavy
duty centrifugal fan
(“ID”) centrifugal fan
(FD FAN) 825 CMM/
3 no.
600 MM WG/ 132
KW/ 4 pole/ coupled
drive/ arrangement 8
fan
7. Boiler coal handling Rashmi Steel October 1,
2 no. 2.28 8 Months
Plan System 2025
8. BED material elevator Rashmi Steel 1 no.
BED material storage 1 Set October 1,
0.46 8 Months
BED material (Jali 2025
1 no.
Machine)
9. Dense phase ash Mecgale Pneumatics Private October 1,
1 set 4.50 240 Days
handling system Limited 2025
10. Silo material dense Gayatri Enterprise
October 1,
phase pneumatic 1 no. 7.00 8 Months
2025
conveying system
11. Ultra filtration (“UF”) Shri Sai Enterprise
and pre filtration plant October 1,
1 no. 7.50 240 Days
and Reverse Osmosis 2025
(“RO”)
18112. DM and accessories Shri Sai Enterprise October 1,
1 no. 6.00 240 Days
2025
13. Steam Vvlves Sahajanand Valves Private October 1,
141 set 6.46 8 Months
Limited 2025
14. Low Pressure (“LP”) Flow Control Pumps &
October 3,
& High Pressure Systems Private Limited 2 no. 0.46 8 Months
2025
(“HP”) dosing system
15. Control valve and Mahavas Precision Controls
strainer 200 NB control 2 no.
valve
40 NB temperature 2 no.
control valve
October 3,
15*40 de-superheating 1 no. 1.67 8 Months
2025
station
200 NB fabricated 2 no.
strainer
40 NB strainer 2 no.
Transportation -
16. HP motor Sunrise Efficient Marketing
BBL IE2 22KW 30HP Ltd
4P B3 MOTOR
1. PRO.NO.: PK0251
2. DOC. NO: A52-
2 nos.
MS-CS-229263
180L
3. RPM: 1400
4. Mount: Foot
5. NFLP motor
BBL IE2 110KW
150HP 6P B3 MOTOR
October 1,
1. DOC. NO: G3S- 1.02 8 Months
2025
MS-CS-229264
2 nos.
315M
2. RPM : 1000
3. Mount: foot
4. NFLP motor
BBL IE2 37KW SOHP
4P B3 MOTOR 1.
PRO.NO.: PK0251
2. DOC. NO: ASS-
MS-CS-229262 2 nos.
2255
3. RPM : 1400
4. Mount: foot
5. NFLP motor
17. Make FC-35-160K-3 Ad Control Systems
2 nos.
(160/200 HP) 2 Drive
Make FC-35-200K-3 October 3,
4 nos. 2.50 8 Months
(200/270 HP) 4 Drive 2025
Make FC-35-093K-3
1 no.
(200/270 HP) 1 Drive
18. “CompAir” model Tech Aid Systems Private
“L45B” oil lubricated, Limited
air cooled, fixed speed
1 no.
rotary screw air
compressor for
standard scope.
October 1,
“CompAir” 1.53 8 Months
2025
refrigerated type air
2 nos.
dryer
Pre-filter 300 CFM (3
2 nos.
micron)
Pre-filter 300 CFM 2 nos.
182(0.01 micron)
Vertical air receiver
tank 2000 ltr with 2 nos.
automatic drain valve
19. Transformer 1250 kilo- Voltamp Transformers October 1,
1 no. 2.74 8 Months
volt-amperes (“KVA”) Limited 2025
20. Online emission Engineering&
monitoring system for Environmental Solutions
Suspended particulate Private Limited
matter (“SPM”), Sulfur
1 no.
oxides (“SOX”), and
Nitrogen oxides
(“NOX”) with data
logger and
Data logger heated
October 1,
trace line with 0.83 8 Months
100 mtr 2025
thermocouple
(Insulated)
One time installation
1 no.
charges
One time fright charge
for Continuous
Emission Monitoring 1 no.
System (“CEMS”) and
heating trace line
21. O2 analyzer Engineering&
October 1,
Environmental Solutions 1 no. 0.64 8 Months
2025
Private Limited
22. Chimney South Indian RCC Chimney October 1,
1 no. 3.07 240 days
Works 2025
23. Electronic weighbridge Matrix Weighing Systems October 1,
1 no. 0.75 240 days
80MT capacity Private Limited 2025
24. 3DX ecoxpert backhoe Yantraman Automac Pvt October 1,
1 no. 2.90 240 days
loaders-BS-V-LC Ltd 2025
Total 82.82
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such plant and machinery from several third-party vendors. However, we have
not entered into any definitive agreements with any of such third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Steel structure
The proposed expansion will include all expenses related to steel structures including angle and channels along
with the other supporting tools to fix the structures, which is required to hold the pipeline which will carry steam
towards the customer premises. The total estimated cost for such steel structure expenses for the proposed
expansion is ₹14.50 million, as per the Project Report issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed
break-up of such steel structure are proposed to be funded through the Net Proceeds as set out below.
S. No. Particulars Name of the supplier/ Quantity Amount (₹ in million) Date of Validity
vendor providing quotation of
quotation quotatio
n
1. Amco Metals 85,240 kg 4.96 October 3, 8 Months
Steel 2025
2. structure 85,050 kg 5.00 October 1, 8 Months
Mugatlal B & Sons
2025
1833. 77,743 kg 4.54 October 1, 8 Months
Trumac Infra Pvt Ltd
2025
Total 14.50
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Steel Structure from several third-party vendors. However, we have not
entered into any definitive agreements with any of such third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Electrical expenses
The proposed expansion will include electrical expenses such as cable and cable tray, PLC Panel, MCC Panel and
others. The total estimated cost for such electrical expenses for the proposed expansion is ₹18.97 million as per
the Project Report issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such electrical expenses
are proposed to be funded through the Net Proceeds as set out below:
S.No. Particulars Name of the supplier/ Quantity Amount (₹ Date of quotation Validity of
vendor providing in million) quotation
quotation
1.
Cable & cable
Standard Electrical 16,212 mtr 5.83 October 1, 2025 8 Months
tray
2. C ontrol panel
with PLC 1 set
system
Proposed
Yunay Engineering Private
PLC- SCADA 1 set 2.82 October 1, 2025 8 Months
Limited
system
Proposed PLC
based system Time
and services
3. M otor Control
Centre
1 no.
(“MCC”)
panel Standard Electricals 4.20 October 1, 2025 8 Months
4. P ower Control
Centre 1 no.
(“PCC”) panel
5. E lectrical
cable,
instrument
cable, cable
Ampere Plus Electricals 1 no. 1.02 October 3, 2025 240 Days
tray laying &
glanding and
termination
work
6. M ain
distribution
1 no.
panel with
APFC Standard Electricals 4.1 8 October 1, 2025 8 Months
300 sqmm 3.5
core alu arm 500 mtr
cable
184185 sqmm 3.5 500 mtr
core alu arm
cable
120 sqmm 3.5 500 mtr
core alu arm
cable
95 sqmm 3.5 500 mtr
core alu arm
cable
70 sqmm 3.5 500 mtr
core alu arm
cable
1.5 sqmm * 4 1000 mtr
core alu arm
cable
2.5 sqmm * 4 2000 mtr
core alu arm
cable
4 sqmm * 4 500 mtr
core alu arm
cable
1 0 sqmm * 4 500 mtr
core alu arm
cable
7. H T pannel Unique Electricals 1 no. 0.92 October 1, 2025 8 Months
Total 18.97
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such electrical expenses from several third-party vendors. However, we have not
entered into any definitive agreements with any of such third-party vendors and there can be no assurance that the
same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Instrument
The proposed expansion will include expenses in relation to instruments such as pressure gauge, flowmeter and
manifold and others. The total estimated cost for instrumentation expenses for the proposed set-up is ₹3.19
million, as per the Project Report issued by Dr. P. J. Gandhi, Chartered Engineer. The expenses towards
instrumentation expenses are proposed to be funded through the Net Proceeds.
S.No. Particulars Name of the Quantity Amount (₹ Date of quotation Validity of
supplier/ vendor in million) quotation
providing quotation
1. P ressure gauge 10" ,
1/2" BSP 35 no..
Range 0-40 KG/CM2
Pressure gauge 10" ,
1/2" BSP 40 no..
range 0-60 KG/CM2
Yunay Engineering
1.43 October 1, 2025 8 Months
Temperature Private Limited
35 no..
transmitter
4 sqmm 3 Core
copper armoured 600 mtr
cable
5 core 1.5 sqmm Cu.
200 mtr
Armd
185Copper flexible 4
core 50 Sqmm 100 mtr
cable
4 Core 95 sqmm
50 mtr
copper flexible
Thermocouple cable
K-type armoured seal 400 mtr
cable teflon coating
Thermocouple with
head mounted 60 mtr
transmitter
2. R TD 12" comp
Fitting deaerator tank 5 no.
temperature
Thermocouple 12"
comp fitting
1 no.
DEA.pressure control
valve I/L temperature Yunay
Engineering Private 0.03 October 1, 2025 8 Months
Temperature gauge 1 no.
Limited
Thermowell 10" IBR
well material: SS-
316,
6 no.
well diameter: Od:
16x8 mm, process
3. F lowmeter Accurate Instruments 8 1.72 October 1, 2025 8 Months
Total 3.19
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Instrumental expenses from several third-party vendors. However, we have
not entered into any definitive agreements with any of such third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Labour
The proposed expansion includes civil construction and installation works such as the fabrication and erection of
the Boiler, ESP, painting, construction of the chimney base, all types of ID, FD, PA and BFP, building supporting
the boiler related work including plant and machinery, flooring, coal storage shed, boundary wall, transformer
base, and pipeline footing. The total estimated cost for expenses related to labour, is ₹ 57.95 million, as per the
certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. A detailed break-up of such
expenses is proposed to be funded through the Net Proceeds as set out below:
S.No. Particulars Name of the supplier/ Quantity Amount (₹ Date of Validity of
vendor providing in million) quotation quotation
quotation
1. C ivil cost including
material and labour for
boiler, esp, chimney D.R. Construction October 1,
1 job 37.57 8 Months
base, all id fd pa bfp, Engineer & Contractor 2025
building, flooring, coal
shade, transformer, etc
2. F abrication and
October 1,
erection of Boiler & SR Engineering Work 8.50 8 Months
2025
ESP with installation
3. F ire Bricks October 1,
Munshi Refractories 473 nos. 1.52 8 Months
(230*115*75) 40% 2025
186Super castable (1 bag =
324 bags
25 kgs)
White heat (1 bag = 25
338 bags
kgs)
Fire cement (Acoset
168 bags
50) (1 bag = 50 kgs)
Cerawool high temp 96 236 boxes
Insulation bricks (230
540 nos.
*115* 75)
Refractory cement (1
135 drums
drum = 40 kgs)
Lintel beam
57 nos.
230*115*910 mm
Tie bricks as per
10 nos.
drawing
SPL refractory block
7 nos.
(997*100*150)
Corner sealing bricks 7 nos.
Special refractory
7 nos.
block for burner type A
Special refractory
10 nos.
block for burner type B
Castable refractory &
firebrick inside 30
TPH boiler work
labour charges
4. L abour charges for
LRB aluminium sheet
painting in steam
boiler Sima Painting & October 1,
- 1.40 8 Months
Labour charges & Insulation 2025
work for LRB
aluminium sheet
painting
5. Hyden Engineering October 1,
Coal storage shade 1 lot 2.96 8 Months
Company 2025
6. B oiler building Spacious Interior & October 1,
- 6.00 12 Months
elevation Projects 2025
Total 57.95
Note:
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations from several third-party vendors. However, we have not entered into any definitive
agreements with any of such third-party vendors and there can be no assurance that the same vendors would be
engaged to eventually undertake the civil works or the estimated cost will not increase due to a possible cost
escalation. If we engage someone other than the third-party vendors from whom we have obtained quotations or
if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ from the
current estimates.
Pipeline cost (5 KM)
The proposed expansion will include all expenses related to laying of overhead pipelines like consumable stores,
aluminum, sheet, hardware items, structures and pipes and others. The total estimated cost for Pipeline (5 KM)
expenses for the proposed set-up is ₹ 131.97 million, as per the Project Report issued by Dr. P. J. Gandhi,
Chartered Engineer. A detailed break-up of such expenses that are proposed to be funded through the Net Proceeds
as set out below:
S.No. Particulars Name of the Quantity Amount Date of Validity of
supplier/ (₹ in quotation quotation
vendor million)
187providing
quotation
1. C S (Carbon Steel) Seamless
October 1,
pipe SCH (Schedule)40 IBR Tulsi Engineers 5010 mtr 40.39 8 Months
2025
12”
2. C S Seamless pipe SCH 40
500 pcs
IBR 12”
CS Seamless pipe SCH 40
335 pcs
IBR 10” October 1,
Tulsi Engineers 12.44 8 Months
CS Seamless pipe SCH 40 2025
295 pcs
IBR 8”
CS Seamless pipe SCH 40
332 pcs
IBR 6”
3. L RB mattress
Density – 100
12,600 sqm
Thickness- 175
Size – 1.64 mtr * 1.22 mtr Polybond
October 3,
LRB mattress Insulation 7.31 8 Months
2025
Private Limited
Density – 120 11,822 sqm
Thickness- 75
Size – 1.64 mtr * 1.22 mtr
4. VM
October 1,
Aluminium sheet Mfg Trading 31,055 kg 9.32 8 Months
2025
Co.
5. S tarblaze welding 200 Box
Arc Weld October 4,
Grinding wheel 2,400 no. 2.43 8 Months
Equipments 2025
LPG cylinder 2,000 no.
6. October 1,
Steel structure Zen trading Co. 256,669 kg 16.65 8 Months
2025
7. R oller support 8” 1650 pcs
Round bar 25 mm 4370 kgs
Sharma Pipes October 1,
J bolt M25x800 mm long 2.20 8 Months
& hardware 2700 pcs 2025
150 mm thread
Tempo fright 1.00 pcs
8. H B5055 epoxy white 20 ltr 8,333 ltr
October 1,
ZP epoxy grey primer 15l+5l Paras Agencies 6,666 ltr 3.70 8 Months
2025
Enamel thinner 20 ltr 7,145.23 ltr
9. Sky king crane October 1,
Hydra crane rental 1 job 2.10 8 Months
movers 2025
10. D.R.
Construction October 1,
Civil footing work 1 job 14.85 8 Months
Engineer & 2025
Contractor
11. L abour charges for
S R
fabrication and erection of October 1,
Engineering 1 job 20.59 8 Months
steam pipeline and structure 2025
Work
along with accessories.
T otal 131.97
* The amount included in the quotations may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw
materials, increase in taxes/duties levied by governmental authorities. In case of an increase in the quoted amount due to a price revision,
our Company will bear the difference out of its internal accruals.
Note: All amounts mentioned in the above table are exclusive of taxes.
We have received quotations for such Pipeline expenses parts from several third-party vendors. However, we have
not entered into any definitive agreements with any of such third-party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not increase
due to a possible cost escalation. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the services
may differ from the current estimates.
Consultancy
188Consultancy expenses for the proposed Project includes coordinating with government agencies in submitting
application end-to-end, guiding our Company in setting up the entire plant. The total estimated cost for
consultancy expenses proposed to be paid to Greenways Associates, the consultant, for the proposed expansion is
₹ 5.00 million, as per the certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer. The
expenses towards consultancy expenses are proposed to be funded through the Net Proceeds.
Particulars Name of the Quantity Amount (₹ in Date of quotation Validity of
supplier/ vendor million) quotation
providing
quotation
Greenways
Consultancy - 5.00 October 1, 2025 8 months
Associates
Total 5.00
Other expenses
In addition to estimated expenses mentioned above, there may be additional costs incurred towards freight
charges, installation and commissioning charges, transportation, insurance, applicable taxes, etc. If there is any
increase in the estimated costs as mentioned above, the additional costs shall be met from our Company’s internal
accruals or we may seek additional debt from existing or future lenders. Based on any such additional costs, if
any, details of the estimated cost for the setting-up of the Proposed Facility, will be suitably updated at the time
of filing of the Red Herring Prospectus with the RoC.
We are yet to place any order for plant and machinery. Further, the quotations received from vendors in relation
to the setting-up of the Proposed Facility are valid as on the date of this Updated Draft Red Herring Prospectus-I.
We have not entered into any definitive agreements with any of the vendors and there can be no assurance that
the same vendor(s) would be engaged to eventually supply the machinery and equipment or we will get the
machinery at the same costs. The quantity of equipment and other materials to be purchased is based on
management estimates. For further details see “Risk Factors – Our funding requirements and the proposed
deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent
agency and our management will have broad discretion over the use of the Net Proceeds.” on page 72.
No second-hand or used machinery is proposed to be purchased out of the Net Proceeds.
Our Promoters, Directors and Key Managerial Personnel do not have any interest in the proposed acquisition of
the plant and machinery or in the entity from whom we have obtained quotations in relation to such proposed
acquisition of the plant and machinery.
Government approvals
As on the date of this Updated Draft Red Herring Prospectus-I, our Company has not commenced the civil and
construction work in relation to the setting-up of the Proposed Facility. The licenses and approvals that we have
obtained in relation to the Proposed Facility, such as the Consent to Establish issued by state Pollution Control
Board, approved plant layout from Gujarat Industrial Development Corporation. adequately cover the scope of
setting-up of the Proposed Facility. While we do not require any further licenses / approvals from any
governmental authorities at this stage, we will apply for all such necessary approvals that we may require at the
appropriate stage. For details, see “Risk Factors - We require various permits, licenses and approvals to operate
our businesses, and the failure to obtain or retain such licenses or approvals in a timely manner or at all may
adversely affect our business, results of operations, cash flows and financial condition.” on page 46.
S. Approval Required Stage at which approval Status (Obtained/Yet to apply) Date of
No. is required receipt of
approval
1. Lease Deed with industrial Pre-commencing Available with our Company May 30, 2025
estate or sub-lease deed construction
along with subletting order
2. Proposed plan Pre-commencing Plan approved by SEZ January 17,
construction 2025
1893. NOC/CTE Pre-commencing Consent to establishment July 24, 2023
construction permission granted by Gujarat
Pollution Control Board
4. BOCW Factory inspector Once the company commences -
construction
5. BEIL ( This applies only in Before applying for CCA Once the plant is ready to operate -
limited plants)
6. CCA Will be applied at later After completion of installation -
stage
7. ROU Will be applied at later Pre-installation of pipeline -
stage
8. Electricity permission Temporary connection Temporary connection during -
will be applied once construction period and permanent
construction commences. once the construction is completed
9. IBR- boiler approval Will be applied at later After installation of boiler -
stage
10. Water permission Will be applied at later Pre-commencement of operations. -
stage
11. Factory license Will be applied at later After completion of construction -
stage
12. PF Code Will be applied at later After completion of construction -
stage
13. ESIC Code Will be applied at later After completion of construction -
stage
On the assumption that the Equity Shares pursuant to the Offer will be listed on the Stock Exchanges and our
Company will receive Net Proceeds from the Offer by February 2026, our Company intends to commission the
Proposed Facility by October 2027. The estimated timelines are based on management estimates and are subject
to revision if the Net Proceeds from the Offer are not received by our Company prior to February 2026.
2. General Corporate Purposes
The Net Proceeds will first be utilized towards the Objects, as set out above. Subject to this, our Company intends
to deploy any balance Net Proceeds towards general corporate purposes, as approved by our management, from
time to time, subject to such utilization for general corporate purposes not exceeding 25% of the Gross Proceeds,
in compliance with SEBI ICDR Regulations.
The general corporate purposes for which our Company proposes to utilise Net Proceeds include further
strengthening our existing ecosystem, meeting ongoing general corporate exigencies, expenses incurred in
ordinary course of business, strategic initiatives, business development initiatives, meeting ongoing general
corporate contingencies, any of the other Objects, payment of lease liabilities, organic / inorganic growth, payment
of commission and/or fees to consultants, other expenses including salaries, employee welfare activities,
administration, insurance, repairs and maintenance, payment of taxes and duties and any other purpose, as may
be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with
applicable law, including provisions of the Companies Act, 2013.
The allocation or quantum of utilisation of funds towards each of the above purposes will be determined by our
Board, based on the business requirements of our Company and other relevant considerations, from time to time.
Our Company’s management shall have flexibility in utilising surplus amounts, if any.
In case of variations in the actual utilization of funds designated for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds or through our internal accruals, if any,
which are not applied to the other purposes set out above.
Interim use of Net Proceeds
The Net Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals
from the Stock Exchanges by our Company. Pending utilization of the Net Proceeds for the Objects described
above, our Company undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks
included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be approved by our
Board.
190In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in
the equity markets.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Updated
Draft Red Herring Prospectus-I, which are proposed to be repaid from the Net Proceeds.
Appraising entity
None of the Objects require appraisal from, or have been appraised by, any bank/ financial institution/ any other
agency, in accordance with applicable law. See “Risk Factors – Our funding requirements and the proposed
deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent
agency and our management will have broad discretion over the use of the Net Proceeds.” on page 72.
Offer expenses
The Offer expenses are estimated to be approximately [●] million. The Offer expenses comprises of, among other
things, listing fee, underwriting fee, selling commission and brokerage, fees payable to the Book Running Lead
Manager, legal counsels, Statutory Auditors, Registrar to the Offer, Escrow Collection Bank, processing fee to
the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to
SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the
Sponsor Banks for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing
expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges.
Other than (a) listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, audit fees of
statutory auditors (to the extent not attributable to the Offer) and expenses in relation to product or corporate
advertisements consistent with past practice of our Company which will be borne by our Company; and (b) fees
and expenses in relation to the legal counsel appointed by the Promoter Selling Shareholder which shall be borne
by Promoter Selling Shareholder, all costs, charges, fees and expenses associated with and incurred in connection
with the Offer, including corporate advertisements, issue advertising, printing, road show expenses,
accommodation and travel expenses, stamp, transfer, issuance, documentary, registration, costs for execution and
enforcement of the Offer Agreement, Registrar’s fees, fees to be paid to the Book Running Lead Manager, fees
and expenses of legal counsel to our Company and the Book Running Lead Manager, fees and expenses of the
auditors, fees to be paid to Sponsor Banks, SCSBs (processing fees and selling commission), brokerage for
Syndicate Members, commission to Registered Brokers, Collecting DPs and Collecting RTAs, and payments to
consultants, and advisors shall be shared among our Company and the Promoter Selling Shareholder, on a pro
rata basis, in proportion to the number of Equity Shares (i) issued and Allotted by our Company through the Fresh
Issue and (ii) sold by the Promoter Selling Shareholder through the Offer for Sale, in accordance with Applicable
Law. All such payments shall be made by the Company on behalf of the Promoter Selling Shareholder and, the
Promoter Selling Shareholder shall reimburse the Company, in proportion to the Offered Shares that are sold in
the Offer, for any documented expenses incurred by the Company on behalf of the Promoter Selling Shareholder,
subject to receipt of supporting documents for such expenses upon the successful completion of the Offer. Further,
the expenses related to the portion of the Offer for Sale shall be deducted from the proceeds of the Offer for Sale
and only the balance amount shall be paid to the Promoter Selling Shareholder in the proportion to the Offered
Shares sold by the Promoter Selling Shareholder. The fees of the Book Running Lead Manager shall be paid
directly from the public offer account where the proceeds of the Offer shall be received, and immediately upon
receipt of final listing and trading approvals from the Stock Exchanges, in the manner as may be set out in the
cash escrow and sponsor bank agreement. In case the Offer fails or is postponed or is withdrawn or abandoned
for any reason, all costs and expenses with respect to the Offer shall be borne by our Company and the Promoter
Selling Shareholder on a pro rata basis to the Equity Shares offered by our Company in the Fresh Issue and Equity
Shares offered by the Promoter Selling Shareholder in the Offer for Sale, respectively and in accordance with
Applicable Law.
The break-up of the estimated Offer expenses is as follows:
191Activity Estimated As a % of the total As a % of the total
expenses(1) estimated Offer Offer size(1)
(₹ in million) expenses(1)
Book Running Lead Manager’s fees and commissions [●] [●] [●]
(including underwriting commission, brokerage and selling
commission)
Commission/ processing fee for SCSBs and Bankers to the [●] [●] [●]
Offer and fees payable to the Sponsor Bank(s) for Bids made
by UPI Bidders. Brokerage, selling commission and bidding
charges for Members of the Syndicate, Registered Brokers,
RTAs and CDPs(2)(3)(4)(5)
Fees payable to the Registrar to the Offer [●] [●] [●]
Fees payable to advisors and consultants to the Offer:
- Statutory Auditors [●] [●] [●]
- Industry expert [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Fees payable to Independent Practicing Company [●] [●] [●]
Secretary
- Independent Chartered Engineer [●] [●] [●]
Others:
- (a) Listing fees, SEBI filing fees, upload fees, BSE and NSE [●] [●] [●]
processing fees, book building software fees and other
regulatory expenses
- (b) Printing and stationery expenses [●] [●] [●]
- (c) Advertising and marketing expenses [●] [●] [●]
- (d) Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
(1) Amounts will be finalised and incorporated in the Prospectus upon determination of the Offer Price.
(2) Selling commission payable to the SCSBs on the portion for RIBs, and Non-Institutional Bidders, which are directly procured and uploaded by the SCSBs,
would be as follows:
Portion for RIB* [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
(3) No additional uploading / processing fees shall be payable by our Company to the SCSBs on the Bid cum Application Forms directly procured by them.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal
ID as captured in the Bid book of BSE or NSE.
Processing fees payable to the SCSBs on the portion for RIBs, and Non-Institutional Bidders which are procured by the Members of the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIBs ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
The Selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series,
provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the
application form number / series of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not
the Syndicate / sub-Syndicate Member.
(4) The uploading charges/ processing fees for applications made by UPI Bidders would be as follows:
Members of the Syndicate / RTAs / CDPs / Registered ₹ [●] per valid Bid cum Application Form* (plus applicable taxes)
Brokers
Sponsor Bank(s) ₹ [●] per valid Bid cum Application Form* (plus applicable taxes)
The Sponsor Bank(s) shall be responsible for making payments to the third parties such as
remitter bank, NCPI and such other parties as required in connection with the performance of
its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.
* For each valid application.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and
Sponsor Bank Agreement.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and
SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
(5) Selling commission on the portion for RIBs, and Non-Institutional Bidders which are procured by Members of the Syndicate (including their sub-Syndicate
Members), Registered Brokers, RTAs and CDPs would be as follows:
Portion for RIBs* [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted* (plus applicable taxes)
*the product of the number of Equity Shares Allotted and the Offer Price.
Monitoring utilization of funds from the Offer
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company will appoint a monitoring agency to
monitor the utilisation of the Gross Proceeds, prior to filing of the Red Herring Prospectus with the RoC. Our
Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds till the entire
Gross Proceeds are utilised. Our Company will provide details/ information/ certifications on the utilisation of
Net Proceeds obtained from our Statutory Auditors to the Monitoring Agency. The Monitoring Agency shall
192submit the report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such
time as the Net Proceeds have been utilised in full. The quarterly report shall provide item by item description for
all the expense heads under each Object of the Offer. Our Company undertakes to place the report(s) of the
Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose the
utilisation of the Net Proceeds, including their deployment under various expense heads and interim use under a
separate head in its balance sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing
Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Net
Proceeds have been utilised. Our Company will also, in its balance sheet for the applicable Fiscal periods, provide
details, if any, in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised
Net Proceeds
Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall on a
quarterly basis disclose to the Audit Committee the uses and application of the Net Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. Our Company shall, on
an annual basis, prepare a statement of funds utilised for purposes other than those stated in this Updated Draft
Red Herring Prospectus-I and place it before our Audit Committee and make other disclosures as may be required
until such time as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that
all the Net Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor and such
certification shall be provided to the Monitoring Agency. Further, in accordance with Regulation 32 of the SEBI
Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating
(i) deviations, if any, in the utilisation of the Net Proceeds from the objects of the Offer as stated above; and (ii)
details of category wise variations in the utilisation of the Net Proceeds from the objects of the Offer as stated
above. This information will also be uploaded onto our website. The explanation for such variation (if any) will
be included in our Directors’ report in the annual report. We will disclose the utilisation of the Gross Proceeds
under a separate head along with details in our balance sheet(s) until such time as the Net Proceeds remain
unutilized clearly specifying the purpose for which such Gross Proceeds have been utilized. Our Company will
indicate investments, if any, of unutilized Gross Proceeds in the balance sheet of our Company for the relevant
Fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the applicable rules, and the SEBI
ICDR Regulations, our Company shall not vary the Objects without our Company being authorised to do so by
our Shareholders by way of a special resolution. In addition, the notice issued to our Shareholders in relation to
the passing of such special resolution (“Notice”) shall specify the prescribed details as required under the
Companies Act, 2013. The Notice shall simultaneously be published in the newspapers, one in English, and one
in Hindi (Hindi also being the vernacular language where our Registered Office is situated). Our Promoters will
be required to provide an exit opportunity to such Shareholders who do not agree to the above stated proposal, in
accordance with the Companies Act, 2013 and SEBI ICDR Regulations, at a price as prescribed by SEBI, in this
regard.
Other confirmations
Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the
Offer by the Promoter Selling Shareholder, no part of the Net Proceeds will be utilized by our Company as
consideration to our Promoters, the members of the Promoter Group, our Directors, or Key Managerial Personnel,
Senior Management or Group Companies. Our Company has not entered into or is not planning to enter into any
arrangement/ agreements with our Directors, our Promoters, the members of the Promoter Group, the Key
Managerial Personnel, Senior Management or Group Companies in relation to the utilization of the Net Proceeds
of the Offer. Further, except in the ordinary course of business, there is no existing or anticipated interest of such
individuals and entities in the Objects of the Offer as set out above.
193BASIS FOR OFFER PRICE
The Offer Price will be determined by our Company, in consultation with the BRLM, and in accordance with the
applicable law, on the basis of assessment of market demand for the Equity Shares offered 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 ₹2 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price of the Price
Band. Investors should also see “Our Business”, “Risk Factors”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Financial Statements” on pages 284, 34, 480 and 372,
respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Offer Price are:
1. Leading market position offering customers an energy efficient solution across industries with high
growth potential - We are an Indian company specializing in the generation and centralized distribution
of industrial gases, including steam and nitrogen, through our dedicated pipeline network. Our
community industrial gas generation and distribution systems provide gas to various industrial customers
from a central plant, which provides an alternative to each individual customer having its own
infrastructure. A shift towards community industrial gas generation and distribution systems also
contributes to sustainability by centralizing industrial gas generation, which leads to lower emissions and
improved fuel utilization. (Source: F&S Report). For further details, see “Our Business – Our Strengths
– Leading market position offering customers an energy efficient solution across industries with high
growth potential” on page 288.
2. High barriers to entry for competitors - Our Promoter is a pioneer of the community boiler system in
India, and we enjoy a first-mover advantage in the segment. (Source: F&S Report). We have established
our geographic presence within industrial clusters through the creation of an exclusive pipeline network.
The limited space available prevents the setup of additional distribution networks by other companies in
our area of operation. (Source: F&S Report). Any new market entrants may need to overcome several
entry barriers. They will likely need to source a significant amount of capital expenditures to be able to
provide an industrial gas generation and distribution systems for industrial gases, including the
procurement of community boilers, gas separation and compression systems, pipelines, rights-of-way for
pipeline infrastructure and materials. There is a geographical space limitation regarding the installation
and placement of new pipelines to distribute industrial gases in the established industrial clusters in India.
Any new entrant would need to determine where and how to facilitate distribution to customers that are
located far from the generation area without transmission losses. (Source: F&S Report). Further,
customers who have already provided a landing for our pipelines may not be keen on creating another
landing point for the distribution pipeline offered by such new entrants. For further details, see “Our
Business – Our Strengths – High barriers to entry for competitors” on page 288.
3. Strategically located facilities offering community gas generation and distribution - We currently
own and operate seven community steam boilers in Gujarat through which we generate and distribute
steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam,
Nandesari and Panoli. Our facilities are strategically located near Indian ports and near customer clusters
in Gujarat. As of November 15, 2025, our combined installed plant capacity for steam across our seven
boilers is an aggregate of 345 tonnes per hour (“TPH”), which translates to an annual installed capacity
of 2,185,920.00 tonnes per annum (“TPA”)1. In addition, we distribute steam that we purchase in Dahej
GIDC and Sachin GIDC We also have one nitrogen generation and distribution facility, which is located
in Ankleshwar and commenced commercial operations in February 1, 2025 with a capacity of 350
NM3/hour. As of November 15, 2025, we owned, operated and maintained a 56,236 meters operational
pipeline system connecting our facilities to our customers’ premises. We have established pipeline rights-
of-ways, which are easements granting us the legal right to use land for pipelines, with our pipelines
typically connecting to customer-owned pipes on their premises. For further details, see “Our Business
– Our Strengths – Strategically located facilities offering community gas generation and distribution”
on page 288.
4. Marquee customer base with long-term relationships driven by our value proposition
1 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
194We served 174 customers during the six months period ended September 30, 2025, 173 customers during
Fiscal 2025, 125 customers during Fiscal 2024 and 91 customers during Fiscal 2023. We have an
established industrial customer base across key sectors including, pharmaceuticals, chemicals, agro-
chemicals, textiles, tyres, dyes and pigments, polymers, paints and other sectors. The table below sets
forth our revenue by customer sector for the periods indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
Revenue revenue Revenue revenue Revenue revenue Revenue revenue
(₹ from (₹ from (₹ from (₹ from
Sector million) operations million) operations million) operations million) operations
Pharmaceuticals 425.74 17.86% 1,054.24 26.68% 1161.57 39.82% 1,082.49 34.31%
Chemicals 630.90 26.46% 970.97 24.57% 835.71 28.65% 777.96 24.66%
Textiles 613.92 25.75% 750.68 19.00% 215.94 7.40% 231.32 7.33%
Agrochemicals 270.69 11.35% 459.42 11.63% 415.93 14.26% 594.25 18.83%
Tyres 122.47 5.14% 222.05 5.62% - - - -
Dyes & 93.57 3.92% 146.81 3.72% 69.67 2.39% 27.64 0.88%
Pigments
Polymers 62.41 2.62% 104.78 2.65% 48.82 1.67% - -
Paints 11.42 0.48% 18.17 0.46% 18.14 0.62% 16.91 0.54%
Coal Trading 76.06 3.19% 82.52 2.09% - - 252.94 8.02%
Others(1) 76.99 3.23% 141.42 3.58% 151.32 5.19% 171.88 5.45%
Total 2,384.17 100.00% 3,951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
Note: Industry classification is based on information available with us and our understanding of the principal business of our customers
."Others" includes waste recyclers, manufacturers of industrial products, and providers of effluent treatment services
For further details, see “Our Business – Our Strengths – Marquee customer base with long-term
relationships driven by our value proposition” on page 290.
5. Track-record of implementing eco-friendly solutions and promoting sustainable development
We endeavour to meet the industrial gas requirements of our customers by implementing eco-friendly
solutions, reducing pollution from several industries and promoting sustainable development. Replacing
captive boilers with the use of community boilers to sustainability by centralizing boiler operations,
leading to lower emissions and improved fuel utilization. Depending on the geographical area and
availability of non-fossil fuel in a particular sector, we reduce our emission by the use of scientific and
automatic handling of coal and the coal ash-controlled movement and storage of coal. Our community
boilers reduce SPM, SOx and NOx emissions and ash content. Where coal is the fuel source, we sprinkle
hydrated lime on coal to reduce SOx emissions. We also burn the fuel when the fuel is crushed to the
required size in fluidized conditions to achieve maximum combustion. Furthermore, by replacing
cryogenic gas cylinders with a distributed pipeline network, we have reduced carbon emissions
associated with transporting nitrogen cylinders from the generation unit to customer locations. Cryogenic
gas cylinders are highly flammable and require strict safety measures during transportation and storage.
By transitioning from cylinder-based delivery to a pipeline distribution system, we minimize the
environmental impact as well as enhance safety by reducing the risk of fire hazards due to the cylinders’
inflammability. For further details, see “Our Business – Our Strengths – Track-record of implementing
eco-friendly solutions and promoting sustainable development” on page 291.
6. Experienced Promoters and senior management team with strong industry expertise and extensive
product knowledge
195Our Company is led by our Promoter, Chairman and Managing Director, Vishal Sanwarprasad Budhia,
who is a distinguished industrialist and entrepreneur with extensive experience in the field of
management with ten years’ specialized experience in the community boiler industry. He is also
Secretary for South Gujarat Textile Processors Welfare and Director at both Sachin Textile Processors
Welfare Association and Sachin Infra Environment Ltd. His notable expertise extends to the installation,
operation, and maintenance of common effluent treatment plants (CETPs) and industrial water
distribution systems—critical components for sustainable manufacturing and environmental compliance
in industrial clusters. We believe that the collective experience and capabilities of our Promoters and
management team enable us to understand and anticipate market trends, manage our business operations
and growth, leverage customer relationships and respond to changes in customer preferences. For further
details, see “Our Business – Our Strengths – Experienced Promoters and senior management team with
strong industry expertise and extensive product knowledge” on page 292.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Financial
Information. For details, see “Financial Statements” on page 372.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings Per Share (“EPS”) (as adjusted for changes in capital, if any),
calculated in accordance with the Indian Accounting Standard 33 issued by the Institute of
Chartered Accountants of India:
Particulars Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Six months period ended September 0.58 0.58 -
30, 2025
Financial Year 2025 1.38 1.38 3
Financial Year 2024 1.21 1.21 2
Financial Year 2023 1.48 1.48 1
Weighted Average 1.34 1.34 -
*Basic and Diluted earnings per equity share are not annualised for the six months period ended September 30, 2025.
Notes:
• The face value of each Equity Share is ₹ 2.
• Basic EPS (₹) = Basic earnings per share are calculated by dividing the Restated net profit/(loss) after tax for the year/period
attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year.
• Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the Restated net profit/(loss) after tax for the year/period
attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the period as adjusted
for the effects of all dilutive potential Equity Shares outstanding during the period.
B. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at the Floor P/E at the Cap P/E at the Offer
Price (no. of Price (no. of Price (no. of
times) * times)* times)*
Based on basic EPS for Fiscal 2025 [●] [●] [●]
Based on diluted EPS for Fiscal 2025 [●] [●] [●]
* To be computed after finalization of the Price Band.
C. Industry Peer Group P/E ratio
Particulars Industry P/E Ratio*
Highest 111.88
Lowest 61.67
Average 86.78
*As on November 28, 2025.
Notes:
i. Linde India Limited and Ellenbarrie Industrial Gases Limited are selected as a peer for the company and the P/E Ratio has been
computed based on the closing market price of equity shares on November 28, 2025, on www.bseindia.com, divided by the Diluted EPS
as on March 31, 2025, as disclosed in audited consolidated financials submitted by Linde India Limited and Ellebarrie Industrial Gases
Limited with the Stock Exchange for the financial year ended March 31, 2025.
D. Return on Net Worth (“RoNW”)
196Particulars RoNW (%) Weight
Financial Year 2025 23.79 3
Financial Year 2024 26.47 2
Financial Year 2023 58.76 1
Weighted Average 30.51 -
Six months period ended September 30, 2025* 9.37 -
* Not Annualised
Notes:
(i) Return on Net Worth = Restated net profit/(loss) after tax for the period attributable to the owners of our Company divided by the Net
Worth as on the date of the fiscal period.
(ii) ‘Net worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of
revaluation of assets, write-back of depreciation and amalgamation.
E. Net Asset Value (“NAV”) per Equity Share
Fiscal year ended NAV per Equity Share (₹)
As on September 30, 2025 6.18
As at March 31, 2025 5.80
After the Offer*
- At the Floor Price [●]
- At the Cap Price [●]
- At the Offer Price [●]
* To be computed after finalization of the Price Band.
Note:
(i) Net Asset Value per share = Net Worth of our Company divided number of equity shares outstanding during the period.
(ii) NAV per Equity Share after the Offer and at offer price shall be provided once the Offer Price is determined.
F. Comparison of Accounting Ratios with Linde India Limited
The following peer group of our Company has been determined based on the companies listed on the
Indian stock exchanges, whose business profile is comparable to our business in terms of our size and
our business model:
Name of Company Face Closing Revenue, for EPS (₹) NAV P/E as ROE
Value price on Fiscal 2025 Basic Diluted (₹ per on (%)
(₹ Per November (in ₹ million) share) as Novem
Share) 28, 2025 (₹) on 31st ber 28,
March, 2025
2025
Steamhouse India 2 NA* 3,951.06 1.38 1.38 5.80 NA* 23.53
Limited
Listed Peers**
Linde India Limited 10 5,966.65 24,853.76 53.33 53.33 447.91# 111.88 11.91
**
Ellenbarrie 2 392.25 3,124.83 6.36 6.36 37.68# 61.67 16.88
Industrial Gases
Limited**
* To be computed after finalization of the Price Band.
** Listed peers are Linde India Limited and Ellenbarrie Industrial Gases Limited identified as per Industry Search Report from Frost &
Sullivan industry for the industry of Industrial Gases Manufacturers in India. The above information is taken as per that report only.
#Calculated as per Annual Report for Fiscal-2025.
Note:
1.Net Asset Value per Equity share is calculated net worth as on end of the relevant year/ period divided by number of shares outstanding
as at end of the relevant year/ period.
2.Net Asset value per share for Linde India Limited and Ellenbarrie Industrial Gases Limited is calculated as Total Equity of the Company
divided by number of equity shares outstanding as at end of the relevant year/ period
G. Key performance indicators (“KPIs”)
The KPIs disclosed herein below have been approved by a resolution of our Audit Committee dated December 8,
2025 and the members of the Audit Committee have confirmed that the verified and audited details of all KPIs
197(as certified by Natvarlal Vepari & Co, Chartered Accountants, the Statutory Auditors, by way of their certificate
dated December 8, 2025 (such certificate, the “KPI Certificate”) pertaining to our Company that have been
disclosed to investors at any point of time during the three years period prior to the date of filing of this Updated
Draft Red Herring Prospectus-I have been disclosed in this section. Further, the KPIs herein that have been
certified by Natvarlal Vepari & Co, Chartered Accountants, the Statutory Auditors, by way of the KPI Certificate,
has been included in the list of material documents for inspection. For details, see “Material Contracts and
Documents for Inspection” on page 629.
The KPIs of our Company have been defined in the section “Definitions and Abbreviations” on page 1, and have
been disclosed in sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” starting on pages 34, 284 and 480, respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once a year (or any lesser period as may be determined by the Board of our Company), for a duration of
one year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Offer
Proceeds as per the disclosure made in the section “Objects of the Offer” starting on page 133 of this Updated
Draft Red Herring Prospectus-I, whichever is later, or for such other duration as required under the SEBI ICDR
Regulations.
Our Company has not disclosed any KPIs to its investors at any point of time during the three years preceding the
date of this Updated Draft Red Herring Prospectus-I.
Details of our KPIs as at/ for the six months period ended September 30, 2025 and for the Fiscals ended March
31, 2025, March 31, 2024 and March 31, 2023:
Steamhouse India Limited
As at for
the
six
months
Fiscal Fiscal Fiscal
Particulars period
2025 2024 2023
ended
Septemb
er 30,
2025
Revenue from Operations (₹ million) 2,384.17 3,951.06 2,917.10 3,155.39
Revenue from Operations Growth (%) NA 35.44 (7.55) NA
EBITDA (₹ million) (1) 335.59 693.16 684.06 579.43
EBITDA Margin (%)(2) 14.08 17.54 23.45 18.36
Restated Profit/ (Loss) for the Year/period (₹ million) 130.85 311.61 271.86 333.99
PAT Margin (%)(3) 5.46 7.82 9.27 10.55
Return on Equity (%)(4) 8.92* 23.53 26.26 58.76
Return on Capital Employed (%)(5) 7.66* 17.20 20.24 32.88
Net Debt to Equity (times) (6) 1.42 1.63 1.77 1.82
Operational KPIs
Distribution capacity of industrial gases sold by our Company# (Total 1,246,26 2,110,05 1,916,64 1,203,84
Tons for the fiscal/period) (7) 6.94 9.98 4.58 0.00
Volume of industrial gases sold by our Company (Total tons for the 531,240. 961,857. 821,801. 686,227.
fiscal/period) (8) 02 87 41 75
Capacity Utilization for industrial gases sold by our company (%)(9) 42.63 45.58 42.88 57.00
* Not Annualised; All the operational records/reports are based on certificate dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered
Engineer.
# It does not include revenue from nitrogen gas and the nitrogen plant was commissioned in February 2025.
Notes accompanying KPIs of our Company:
1981. EBITDA is calculated as restated profit after tax for the period/year less other income add finance costs, depreciation, amortization
and impairment expense and total tax expenses.
2. EBITDA Margin is calculated as EBITDA divided by revenue from operations.
3. PAT Margin is calculated as restated profit after tax for the year/period as a percentage of total income.
4. Return on Equity is calculated as restated profit after tax for the period/year as a percentage of Total Equity for the period/year.
5. Return on Capital Employed is calculated as earnings before interest and tax (EBIT) divided by Capital Employed. EBIT is
calculated as EBITDA add other income minus Depreciation, amortization and impairment expenses. Capital Employed is total of
Total Equity plus Non-Current Borrowings plus Current Borrowings.
6. Net Debt to Equity Ratio is calculated as Net Debt divided by total equity. Net Debt is calculated as non-current borrowings plus
current borrowings less cash and cash equivalents less bank balances other than cash and cash equivalents.
7. The distribution capacity of industrial gases sold by the company refers to the installed distribution capacity of the pipeline
infrastructure under the operational control of the Company for supplying industrial gases. The distribution capacity of industrial
gases sold by the Company is calculated by aggregating the annual installed capacities of boilers operated at its Vapi Phase 1,
Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari, Sachin and Panoli, along with the volume of gases
sold through the pipeline infrastructure at the Dahej GIDC facility. The installed capacity for a fiscal year has been calculated
based on 330 operational days, assuming boiler operations at an optimal efficiency level of 80%. This calculation is prorated
based on the actual operational period of the plant. Installed capacity for the six months ended September 30, 2025 has been
calculated by assuming 50% of the annualized installed capacity.
8. Volume of industrial gases sold by the Company refers to the total volume of industrial gases sold by using the pipeline
infrastructure under the Company’s operational control. It is calculated by aggregating the volume sold at Vapi Phase 1, Vapi
WTE Unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari, Sachin and Panoli facilities.
9. Capacity Utilization for industrial gases sold by the Company is calculated as Volume of industrial gases sold as a percentage of
Distribution capacity of industrial gases sold by the Company.
.
Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs are not intended to be
considered in isolation or as a substitute for the Restated Financial Information. We use these KPIs to evaluate
our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented
in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from
the similar information used by other companies and hence their comparability may be limited. Therefore, these
metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or
as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing operating
results, when taken collectively with financial measures prepared in accordance with Ind AS.
Explanation for the KPI metrics
KPI Explanation
Revenue from Revenue from operations helps management track business income and assess our Company’s
operations overall financial performance and scale
Growth in revenue from operations provides information regarding the growth of the business for
Revenue growth
the respective fiscal/period
EBITDA represents our operating profitability by measuring earnings generated from core
EBITDA business activities, excluding the impact of financing decisions, tax environment, and non-cash
expenses
EBITDA Margin represents the percentage of our revenue from operations that translates into
EBITDA margin EBITDA, indicating the efficiency and profitability of our core business before accounting for
interest, taxes, depreciation, and amortization.
Profit After Tax (PAT) represents the net earnings attributable to the owners of the company after
Profit after tax (PAT) deducting all expenses, including taxes, reflecting the Group’s true profitability during a given
year.
Profit After Tax Margin represents the percentage of our total income that remains as net profit
PAT margin attributable to the owners after all expenses and taxes, indicating the overall profitability of the
Group.
Return on Equity (ROE) represents the profitability generated for our shareholders by measuring
Return on Equity
how effectively we use their invested capital to generate net income.
Return on Capital Employed (ROCE) measures the efficiency and profitability of our capital
Return on Capital
investments by indicating how effectively we generate profits from the capital deployed in the
Employed
business.
Net Debt to Equity times represents the proportion of net debt (total debt minus cash and cash
Net Debt / Equity
equivalents and bank balances other than cash and cash equivalents) to total equity, reflecting our
Ratio
company’s true financial leverage after accounting for available cash resources.
199Operational KPIs
Distribution capacity Distribution capacity of industrial gases sold by the company refers to the installed distribution
of industrial gases capacity of the pipeline infrastructure under the operational control of the Company for supplying
sold by our Company industrial gases
Volume of industrial
Volume of industrial gases sold by the Company refers to the total volume of industrial gases sold
gases sold by our
by using the pipeline infrastructure under the Company’s operational control
Company
Capacity Utilization Capacity Utilization for industrial gases sold by the Company is calculated by dividing Volume
for industrial gases of industrial gases sold by Distribution capacity of industrial gases sold by the Company
Comparison of KPIs for our Company with our listed peers
While our listed peer (mentioned below), like us, operates in the industrial gases 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.
Particul Unit Steamhouse India Limited Linde India Limited Ellenbarrie Industrial Gases
ars Limited
As at Fiscal Fiscal Fiscal As at Fiscal Fiscal Fiscal As at Fiscal F i s c al Fiscal
and for 2025 2024 2023 and for 2025 2024 2023 and for 2025 2024 2023
the six the six the six
Months Months Months
ended ended ended
Septem Septemb Septemb
ber 30, er 30, er 30,
2025 2025 2025
Financial KPIs
Reven ₹ in 2,384.17 3,951. 2,917. 3,155.3 12,152 24,8 27,68 31,3 1,728. 3,12 2,69 2,05
ue milli 06 10 9 .73 53.7 6.69 55.2 03 4.83 4.75 1.07
from on 6 0
operat
ions
Reven (%) NA 35.44 (7.55) NA NA (10. (11.70 NA NA 15.9 31.3 NA
ue 23) ) 6 8
growt
h
₹ in 335.59 693.1 684.0 579.43 4,793. 7,65 7,023. 7,64 641.7 1,09 615. 335.
EBIT
milli 6 6 58 0.91 23 8.37 6 7.36 30 88
DA
on
EBIT (%) 14.08 17.54 23.45 18.36 39.44 30.7 25.37 24.3 37.14 35.1 22.8 16.3
DA 8 9 2 3 8
margi
n
Profit ₹ in 130.85 311.6 271.8 333.99 2,781. 4,54 4,340. 5,38 554.2 832. 452. 281.
after milli 1 6 90 8.45 86 0.59 9 89 89 42
tax on
(PAT)
PAT (%) 5.46 7.82 9.27 10.55 22.74 17.8 15.25 16.6 28.83 23.9 15.6 12.5
margi 1 1 0 1 8
n
Retur (%) 8.92* 23.53 26.26 58.76 6.96* 11.9 12.52 17.1 6.01* 16.8 11.0 7.75
n on 1 4 8 5
Equity
Retur (%) 7.66* 17.20 20.24 32.88 9.48* 16.3 16.90 19.8 7.09* 16.9 12.3 8.79
n on 9 9 2 1
Capita
l
Emplo
yed
Net times 1.42x 1.63x 1.77x 1.82x (0.03x) (0.0 (0.28x (0.3 (0.01x 0.49 0.42 0.24
Debt / 4x) ) 8x) ) x x x
Equity
Ratio
Operational KPIs
200Particul Unit Steamhouse India Limited Linde India Limited Ellenbarrie Industrial Gases
ars Limited
As at Fiscal Fiscal Fiscal As at Fiscal Fiscal Fiscal As at Fiscal F i s c al Fiscal
and for 2025 2024 2023 and for 2025 2024 2023 and for 2025 2024 2023
the six the six the six
Months Months Months
ended ended ended
Septem Septemb Septemb
ber 30, er 30, er 30,
2025 2025 2025
Distri TPA 1,246,26 2,110, 1,916, 1,203,8 NA NA NA NA NA NA NA NA
bution 6.94 059.9 644.5 40.00
capaci 8 8
ty of
indust
rial
gases
sold
by the
Comp
any
Volu TPA 531,240. 961,8 821,8 686,227 NA NA NA NA NA NA NA NA
me of 02 57.87 01.41 .75
indust
rial
gases
sold
Capac (%) 42.63% 45.58 42.88 57.00% NA NA NA NA NA NA NA NA
ity % %
Utiliz
ation
for
indust
rial
gases
* Not annualised
Source : The financial information for our Company is based on the Restated Financial Information as and for the period ended September
30, 2025. Incase of our listed peer, the information is sourced from the financial results and annual reports sourced from exchange websites.
Note : TPA – Tonnes per Annum
Notes relating to KPIs of Industry Peers :
1. EBITDA is calculated as Profit/ (Loss) for the year/period less Other income add Finance costs, Depreciation and amortization,
Total income tax expenses, Share of profit/(loss) from Joint venture and exceptional items; whereas EBITDA for the listed peers
is calculated as Profit/ (Loss) for the year/period less Other income add Finance costs, Depreciation and amortization, Total
income tax expenses, Share of profit/(loss) from Joint venture and exceptional items.
2. EBITDA Margin is calculated as EBITDA divided by revenue from operations
3. PAT for Steamhouse India Limited is Restated Profit after tax for the year/period
4. PAT Margin is calculated as profit after tax for the year/period as a percentage of total income.
5. Return on Equity is calculated as profit after tax for the year as a percentage of Total Equity for the year.
6. Return on Capital Employed is calculated EBIT divided by Capital Employed. EBIT is calculated as EBITDA add other income
minus depreciation & amortization expenses while Capital Employed is calculated as a total of Total Equity and current
borrowings and non-current borrowings.
7. Net Debt to Equity is calculated as Net debt divided by Total Equity. Net Debt is calculated as total of Current borrowings and
non-current borrowings less cash & cash equivalents and other bank balances.
H. Comparison of our KPIs based on material additions or dispositions to our business
Our Company has not undertaken a material acquisition or disposition of assets / business for the periods that are
covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the
business, have been provided.
I. Weighted average cost of acquisition
a) The price per share of our Company (as adjusted for corporate actions, including bonus issuances) based
on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under
ESOP/ESOS (calculated based on the pre- Offer capital before such transaction(s) and excluding ESOPs
201granted but not vested), and issuance of Equity Shares pursuant to a bonus issue) during the 18 months
preceding the date of this Updated Draft Red Herring Prospectus-I, where such issuance is equal to or more
than 5% of the fully diluted paid-up share capital of our Company in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Primary Issuances”)
Our Company has not issued any Equity Shares or convertible securities, excluding shares issued under
ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of this Updated Draft Red
Herring Prospectus-I, where such issuance is equal to or more that 5% of the fully diluted paid-up share capital
of our Company (calculated based on the pre- Offer capital before such transaction(s) and excluding ESOPs
granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling
30 days.
b) The price per share of our Company based on secondary sale or acquisition of equity shares or convertible
securities (excluding gifts) involving any of the Promoters, Promoter Group entities, or Shareholder(s) with
rights to nominate directors during the 18 months preceding the date of filing of this Updated Draft Red
Herring Prospectus-I, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-
up share capital of our Company (calculated based on the pre- Offer capital before such transaction and
excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days
There has been no secondary sale/ acquisition of Equity Shares or any convertible securities (“Security(ies)”),
where the Promoters or Promoter Group entities or Shareholder(s) having the right to nominate Director(s) on our
Board are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Updated
Draft Red Herring Prospectus-I, where either acquisition or sale is equal to or more than 5% of the fully diluted
paid up share capital of our Company (calculated based on the pre- Offer capital before such transaction/s and
excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over
a span of rolling 30 days.
c) Since there are no such transactions to report under (a) and (b) above, the details based on the last five
primary issuances (excluding Equity Shares issued under the ESOP/ESOS and issuance of bonus Equity
Shares, as applicable) or secondary transactions (secondary transactions where Promoters, members of the
Promoter Group, Promoter Selling Shareholder or Shareholder(s) having the right to nominate Director(s)
on our Board, are a party to the transaction), not older than three years prior to the date of this Updated
Draft Red Herring Prospectus-I irrespective of the size of transactions, is as below:
Set forth below are the details of the last 5 primary issuances (excluding Equity Shares issued under the
ESOP/ESOS and issuance of bonus Equity Shares, as applicable) or secondary transactions (secondary
transactions where Promoters or Promoter Group entities or Shareholder(s) having the right to nominate
director(s) on our Board, are a party to the transaction), not older than three years prior to the date of this Updated
Draft Red Herring Prospectus-I, irrespective of the size of transactions:
I. Primary transactions:
Except as disclosed below, there are no primary transactions where our Promoters, Promoter Group, Promoter
Selling Shareholder, or Shareholder having the right to nominate director on the Board are a party to the
transaction, in the last three years preceding this Updated Draft Red Herring Prospectus-I irrespective of the size
of the transaction:
S. No. Date of Type of transaction Particulars Number of Face Offer Nature Total
Allotmen equity Value Price/ of Consid
t/ shares per Transfer Consid eration
Transacti Equity Price per eration (in ₹
on Share share million)
(₹)
1 October Bonus Issue in the Bonus Issue 150,000,00 2 Nil NA Nil
5, 2023 ratio of two Equity 0
Shares for every one
Equity Share held as
on the record date
being October 4,
2023
2 March 28, Private Placement Issuance of 976,750 2 200 Cash 195.35
2024 shares
202II. Secondary transactions:
Set forth below are details of the last five secondary transactions where the Promoters, Promoter Group, Promoter
Selling Shareholder or shareholder(s) having the right to nominate director(s) on the Board are a party to the
transaction, in the last three years preceding the date of this Updated Draft Red Herring Prospectus-I :
Date of Type of Particulars Number Face Transfer Nature of Total
Allotment/ transaction of Equity Value price Consideration Consideration
Transaction Shares of per (in ₹ million)
face Equity
value of Share of
₹2 each face
value of
₹2 each
November Gift Gift from 8,010,425 2 Nil NA Nil
30, 2023 Sanwarprasad
Budhia to VSB
Business Trust
(Trustees: Vishal
Sanwarprasad
Budhia and Ritu
Budhia)
November Gift Gift from Vishal 6,387,000 2 Nil NA Nil
30, 2023 Sanwarprasad
Budhia to Budhia
Business Trust
(Trustees: Vishal
Sanwarprasad
Budhia and Ritu
Budhia)
November Gift Gift from Vishal 4,263,000 2 Nil NA Nil
30, 2023 Sanwarprasad
Budhia to VB
Business Trust
(Trustees: Vishal
Sanwarprasad
Budhia and Ritu
Budhia)
October 28, Transfer Transfer from 25,000 2 220 Cash 5.50
2024 Vrinda Agarwal to
Sangeeta Gaurav
Parasrampuria
November Transfer Transfer from Lalit 25,000 2 220 Cash 5.50
8, 2024 Agarwal to
Sangeeta Gaurav
Parasrampuria
* Pursuant to resolution passed by Shareholders in general meeting dated September 30, 2022 for sub-division of 1 (one) Equity Share of the
Company having face value of ₹ 10/- each (Rupees Ten) into 5 (five) Equity Shares having face value of ₹ 2/- (Rupee two) each. Therefore,
the number of shares have been adjusted for sub-division of Equity Shares.
d) Weighted average cost of acquisition, floor price and cap price
Types of transactions Weighted Floor Cap price*
average cost price* (i.e. ₹ [•])
of acquisition (i.e. ₹
(₹ per Equity [•])
Share)#
Weighted average cost of acquisition for last 18 months for Nil [●] [●]
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 this certificate,
where such issuance is equal to or more than five per cent of the
fully diluted paid-up share capital of our Company (calculated
203Types of transactions Weighted Floor Cap price*
average cost price* (i.e. ₹ [•])
of acquisition (i.e. ₹
(₹ per Equity [•])
Share)#
based on the pre-issue 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 Nil [●] [●]
secondary sale / acquisition of shares equity/convertible
securities), where Promoters / Promoter Group entities or
Shareholder(s) having the right to nominate director(s) on our
Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of this certificate, where 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-issue 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
Note: In the event there are no such secondary transactions, the information has to be disclosed for price per share of the
Company based on the last 5 secondary transactions (secondary transactions where promoters /promoter group entities or
shareholder(s) having the right to nominate director(s) on the Board, are a party to the transaction), not older than 3 years
prior to the date of filing of this Updated Draft Red Herring Prospectus-I, irrespective of the size of transactions.
- Based on primary issuances 1.29 [●] [●]
- Based on secondary transactions 0.59 [●] [●]
#As certified by Natvarlal Vepari & Co, Chartered Accountants, the Statutory Auditors, by way of their certificate dated December 8, 2025.
* Will be updated upon finalization of Price Band.
Note: Details have been left intentionally blank as the Floor Price and Cap Price are not available as on date.
Justification for Basis of Offer Price
Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares (set out at Page [●] above) along with our Company’s KPIs
and financial ratios for the Fiscals 2025, 2024 and 2023 and the six months periods ended September 30, 2025
[●]*
*To be included on finalisation of Price Band
Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares (set out at Page [●] above) in view of the external factors
which may have influenced the pricing of the Offer.
[●]*
*To be included on finalisation of Price Band
J. The Offer price is [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLM, on the basis of
market 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 abovementioned information along with “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial
Statements” on pages 34, 284, 480 and 372, respectively, to have a more informed view. The trading price of
Equity Shares could decline due to factors mentioned in “Risk Factors” beginning on page 34 and you may lose
all or part of your investments.
204STATEMENT OF SPECIAL TAX BENEFITS
Date: December 1, 2025
To,
The Board of Directors
Steamhouse India Limited
Office No. 324
Second Floor
Four Point, V.I.P. Road
Vesu, Surat 395 007
Gujarat, India
Equirus Capital Private Limited (“Equirus”)
Unit No. 2601B, 26th Floor
A Wing, Marathon Futurex
Mafatlal Mills Compound, N M Joshi Marg
Lower Parel, Mumbai 400 013
Maharashtra, India
(Equirus, hereinafter referred to as “Book Running Lead Manager” or “BRLM”)
Re: Proposed initial public offering of equity shares (the “Equity Shares”) of Steamhouse India Limited
(the “Company” and such offering, the “Offer”)
Dear Sir/Madam,
We, Natvarlal Vepari & Co, Chartered Accountants, have been informed that in connection with the Offer, the
Company has filed a pre-filed draft red herring prospectus (the “Pre-filed DRHP”), and proposes to file an
updated draft red herring prospectus- I (“UDRHP-I”), the updated draft red herring prospectus- II (“UDRHP-
II”), the Red Herring Prospectus (“RHP”) and the prospectus (the “Prospectus”) with the Securities and
Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (together with
BSE Limited, the “Stock Exchanges”) in accordance with the provisions of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”) and applicable laws, and subsequently proposes to file a red herring prospectus (the “RHP”) and
a prospectus (the “Prospectus”) with the Registrar of Companies, Gujarat at Ahmedabad (“RoC”), SEBI and the
Stock Exchanges, and any other documents or materials to be issued in relation to the Offer (collectively with
UDRHP-I, UDRHP-II, RHP and Prospectus, the “Offer Documents”).
We have received a request from the Company to verify the possible special tax benefits available to the Company
and its shareholders under direct and indirect taxes (collectively, the “Tax Laws”). These possible special tax
benefits are dependent on the Company and its shareholders, fulfilling the conditions prescribed under the relevant
provisions of the Tax Laws. Hence, the ability of the Company and its shareholders to derive these possible special
tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the
Company may face in the future and accordingly, the Company and its shareholders may or may not choose to
fulfil.
The benefits discussed in Annexure I cover the possible special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company and its shareholders. Further,
the preparation of Annexure I and its contents is the responsibility of the management of the Company. We were
informed that the statement is only intended to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences
and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the Offer particularly in view of the fact that certain
recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the
possible special tax benefits, which an investor can avail.
205We have conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Chartered Accountants of India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and
Related Services Engagements.
We do not express any opinion or provide any assurance as to whether:
i. the Company and its shareholders will continue to obtain these possible special tax benefits in future; or
ii. the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be
met with.
The contents of the enclosed Annexure are based on the information, explanation and representations obtained
from the Company, and on the basis of our understanding of the business activities and operations of the
Company.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that
the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing
provisions of the Tax Laws and its interpretation, which are subject to change from time to time. We do not
assume responsibility to update the views consequent to such changes. We shall not be liable to the Company
for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to the Company and any other person in respect of this statement, except as
per applicable law.
We confirm that the information above is true, fair, correct, accurate, not misleading and without omission of
any matter that is likely to mislead.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them
in the Offer Documents.
Yours faithfully
For Natvarlal Vepari & Co,
Chartered Accountants
Firm Registration Number: 123626W
Name: Urvesh B. Jhaveri
Designation: Partner
Membership Number: 115773
Place: Surat
UDIN: 25115773BMIWRG2884
206Annexure I
Statement of possible special tax benefits available to Steamhouse India Limited (“The Company”) and
shareholders under applicable Direct and Indirect Taxes
Direct Taxation
Outlined below are the special tax benefits available to the Company and its shareholders under the Income-tax
Act, 1961 (‘the Act’), as amended by Finance Act, 2025 i.e., applicable for Financial Year 2025-26 relevant to
the Assessment Year 2026-27, presently in force in India (together, the “Direct Tax Laws”).
A. Benefits available to the Company under the Act:
• Lower corporate tax rate under section 115BAA
Section 115BAA has been inserted in the Act w.e.f. FY 2019-20. It gives an option to domestic company
to be governed by this section from a particular assessment year. If a company opts for section 115BAA of
the Act, the company can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and
education cess of 4%). However once opted for reduced rate of taxation under the said section, it cannot
be subsequently withdrawn. Section 115BAA further provides that domestic companies availing the option
will not be required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of
the Act. However, such a company will no longer be eligible to avail any specified exemptions / incentives
under the Act and will also need to comply with the other conditions specified in section 115BAA. Also,
if a company opts for section 115BAA, the tax credit (under section 115JAA), if any, which it is entitled
to on account of MAT paid in earlier years, will no longer be available. Further, it shall not be allowed to
claim set-off of any brought forward losses arising to it on account of additional depreciation and other
specified incentives. Further, it shall not be allowed to claim set-off of any brought forward losses arising
to it on account of additional depreciation and other specified incentives. The Company has already
evaluated and opted for the lower corporate tax rate of 25.168% prescribed under section 115BAA of the
Act) with effect from AY 2020-21.
• Deduction in respect of employment of new employees – Section 80JJAA of the Act
Subject to the fulfilment of prescribed conditions, for the year, the Company is entitled to claim deduction
under section 80JJAA of the Act with respect to an amount equal to 30% of additional employee cost
(relating to specified category of employees) incurred in the course of business in the previous year, for
three assessment years including the assessment year relevant to the previous year in which such
employment is provided. Further, where the Company wishes to claim possible tax benefit, it shall obtain
necessary certification from chartered accountant on fulfilment of the conditions under the extent
provisions of the Act.
However, the Company has not availed any benefit under the above section.
• Deduction in respect of inter-corporate dividends – Section 80M of the Act
As per the provisions of Section 80M of the Act, the dividend received by the Company from any other
domestic company, or a foreign company shall be eligible for deduction while computing its total income
for the relevant year. The amount of such deduction would be restricted to the amount of dividend
distributed by the Company to its shareholders on or before one month prior to due date of filing of its
Income-tax return for the relevant year. Since the Company has investments in domestic company, it may
avail the above-mentioned benefit under Section 80M of the Act.
• Deduction in respect of certain preliminary expenses – Section 35D of the Income Tax Act, 1961
In accordance with and subject to the fulfilment of conditions as laid out under section 35D of the Act,
the Company may be entitled to amortize preliminary expenditure, being specified expenditure incurred
in connection with the issue for public subscription or such expenditure as prescribed under section 35D
of the Act, subject to the limit specified therein (viz maximum 5% of the cost of the project or 5% of the
capital employed in the business of the company).
207The deduction is allowable for an amount equal to one-fifth of such expenditure for each of five successive
previous years beginning with the previous year in which the business commences or as the case may be,
the previous year in which the extension of the undertaking is completed, or the new unit commences
production or operation.
The Company shall be required to furnish a statement in Form 3AF containing the particulars of
expenditure specified under section 35D of the Act to income tax authority prior to one month before the
due date of filing income tax return as per section 139(1) of the Act.
B. Benefits available to the Shareholders of the Company under the Act:
• Dividend income earned by the shareholders would be taxable in their hands at the applicable rates for
resident shareholders. Further, as per Section 115A of the Act, a non-resident (not being a company) or a
foreign company, which has income by way of dividend, the amount of income-tax calculated on the
amount of income by way of dividend shall be taxable at the rate of 20% subject to fulfilment of prescribed
conditions under the Act.
• In case of domestic corporate shareholders, deduction under Section 80M of the Act would be available
on fulfilling the conditions (as discussed above). Further, in case of shareholders who are individuals,
Hindu Undivided Family, Association of Persons, Body of Individuals, whether incorporated or not and
every artificial juridical person, surcharge would be restricted to 15%, irrespective of the amount of
dividend.
• As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 12.50% (without indexation) w.e.f.
July 23, 2024 by the Finance (No. 2) Act, 2024 of such capital gains subject to fulfilment of prescribed
conditions under the Act as well as per Notification No. 60/2018/F. No.370142/9/2017-TPL dated 1
October 2018. It is worthwhile to note that tax shall be levied only where such capital gains exceed INR
1,25,000.
• As per Section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 20% w.e.f. July 23, 2024 by the
Finance (No. 2) Act, 2024 subject to fulfilment of prescribed conditions under the Act.
• In respect of non-resident shareholders, the tax rates and the consequent taxation (in relation to capital
gains, dividend etc.) shall be further subject to any benefits available under the applicable Double Taxation
Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile.
• Where the gains arising on transfer of shares of the Company are included in the business income of a
shareholder and assessable under the head “Profits and Gains from Business or Profession” and such
transfer is subjected to STT, then such STT shall be a deductible expense from the business income as per
the provisions of section 36(1)(xv) of the Act.
• As regards the shareholders that are Mutual Funds, under section 10(23D) of the Act, any income earned
by a Mutual Fund registered under the Securities and Exchange Board of India Act, 1992, or a Mutual
Fund set up by a public sector bank or a public financial institution, or a Mutual Fund authorised by the
Reserve Bank of India would be exempt from income-tax, subject to such conditions as the Central
Government may by notification in the Official Gazette specify in this behalf.
• Resident as well as non-resident buyers should independently evaluate their obligations to withhold tax
on transactions involving sale of shares by the shareholders of the company in light of the provisions of
section 194Q/ section 195 and other provisions of the Act
Indirect Taxation
208Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods
and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant State Goods and Services
Tax Act, 2017 read with rules, circulars, and notifications (“GST Laws”), the Customs Act, 1962, the Customs
Tariff Act, 1975 (“Customs Law”), as amended from time to time, and Foreign Trade Policy (FTP) 2023
(collectively referred to as “ Indirect Tax Laws”), presently in force in India.
I. Special tax benefits available to the Company
• Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and
ServicesTax Act, 2017 and the Integrated Goods and Services Tax Act, 2017:
There are no special tax benefits currently available to the under the provisions of GST Laws.
• Benefits under the Foreign Trade (Development and Regulation) Act, 1992 read with Foreign
Trade Policy 2023
The Company is a regular Domestic Tariff Area (“DTA”) and therefore, does not avail any benefits under
the Foreign Trade (Development and Regulation) Act 1992, Foreign Trade Policy 2023.
• Benefits under the Customs Act, 1962
The Company does not avail any benefits under the Customs Act, 1962
II. Special tax benefits available to Shareholders
The Shareholders of the Company (in such capacity) are not currently entitled to any special tax benefits
under the Indirect Tax Laws.
Notes:
1. We have not considered the general tax benefits available to the Company and the shareholders of the
Company.
2. The above Statement sets out the provisions of law in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
3. This Annexure is intended only to provide general information to the investors and is neither designed
nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax
arising out of their participation in the Offer.
4. In respect of non-residents, the tax rates and consequent taxation shall be subject to any benefits available
under the applicable Double Taxation Avoidance Agreements, if any, between India and the country in
which the non-resident has fiscal domicile.
5. Our views expressed in this statement are based on the facts and assumptions as indicated in the
statement. No assurance is provided that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its interpretation, which are
subject to changes from time to time. We do not assume responsibility to update the views consequent
to such changes.
209SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
(This page has been intentionally left blank)
210fins
Industry Report On
Community Industrial Gases Generation &
Distribution in India
SUBMITTED TO
STEAMHOUSE INDIA LTD
211
28th NOVEMBER 2025ACRONYMS
Advance Authorization Industrial Internet of
AAS IIOT
Scheme Things
Index of Industrial
Bn Billion IIP
Production
BTP Biotechnology Park kW Kilowatt
Compound
CAGR LOP Letter of Permission
Annual Growth Rate
Competitiveness Merchandise Exports
CIS MEIS
Incentive Support from India Scheme
CAPEX Capital Expenditure MNC Multi-National Company
Central Manufacturing Micro, Small, and Medium
CMTI MSME
Technology Institute Enterprises
National Policy for
CPI Consumer Price Index NPSDE Scheme Development and
Entrepreneurship
National Skill
DDS Duty Drawback Scheme NSDM
Development Mission
Duty-Free Import Pradhan Mantri Kaushal
DFIA PMKVY
Authorisation Vikas Yojana
Production Linked
DTA Domestic Tariff Area PLI
Incentive
212Electronic Hardware Phased Manufacturing
EHTP PMP
Technology Parks Plan
Research and
EOU Export Oriented Units R&D
Development
EU European Union RBI Reserve Bank of India
Foreign Direct Rebate of Duties & Taxes
FDI RoDTEP
Investment on Export Products
FTA Free Trade Agreements SaaS Steam as a Service
Service Export from India
F&S Frost and Sullivan SEIS
Scheme
GDP Gross Domestic Product SEZ Special Economic Zone
Gujarat Energy Small and Medium
GEDA SME
Development Agency Enterprise
Small Scale Industrial
GST Goods and Services Tax SSIs
Undertakings
GVA Gross Value Add STP Software Technology Park
2131 MACROECONOMIC OVERVIEW
1.1 Global Macroeconomic Overview
In recent years, the global economy has shown remarkable resilience and adaptability. After rebounding
strongly in CY2021 following the challenges of the COVID-19 pandemic and the recession of CY2020, the
recovery faced new obstacles in CY2022, including the Russia-Ukraine conflict, inflationary pressures, and
supply chain disruptions. These challenges highlighted the need for continued vigilance and innovation to
sustain growth. By CY2023, the global economy stabilized, achieving a GDP growth rate of 3.3%. Growth
is projected to remain steady at 3.2% over the next two years, rise slightly to 3.3% in CY2026, then return
to 3.2% in CY2027 before easing to 3.1% in CY2028. In 2024, the global economy experienced modest
growth, with the International Monetary Fund (IMF) reporting a Gross Domestic Product (GDP) increase
of approximately 3.2%, consistent with the previous year's performance.
1.1.1 Global1 Real GDP and Growth Outlook
Exhibit 1.1: Real GDP and real GDP growth (annual percentage change), Global, growth in %, CY2018-CY2028E,
(Value in USD trillion)
World Bank, IMF and other financial institutions projected a stable growth outlook for the global economy
till CY2028. However, the global economy recorded only 3.2% growth in CY2024, which is well below the
market expectations.
In CY2024, the global economy faced several significant factors that influenced its performance:
1. Geopolitical Tensions: Renewed trade disputes, particularly between the United States and
China, led to the imposition of tariffs, affecting global trade flows and contributing to economic
uncertainty.
2. Monetary Policies: Central banks, including the European Central Bank (ECB), implemented
interest rate cuts to stimulate growth amid stagnation concerns. The ECB reduced its key rate by
0.25 percentage points to 2.75% in an effort to support the eurozone economy.
1 Global includes various market regions such as North America, Latin America, Europe, Middle East, and Africa, Asia
Pacific and South-East Asia
2143. Energy Market Volatility: Geopolitical tensions, especially in the Middle East, posed risks to oil
supply, potentially leading to higher energy prices and impacting global economic stability.
4. China's Economic Slowdown: China's economy faced challenges, including a struggling real estate
sector and cautious consumer behaviour, contributing to a slowdown that affected global trade
dynamics.
These factors collectively influenced the global economic landscape in 2024, contributing to a modest
growth rate of approximately 3.2%.
The global economy in CY2025 is expected to maintain a moderate but uneven growth trajectory.
Advanced economies will continue to experience slower expansion due to tight monetary conditions,
although gradual interest-rate easing in the US and EU is likely to support investment sentiment from mid-
year. The US economy is projected to remain resilient, driven by sustained consumer spending and stable
labor markets, while Europe’s recovery will be more subdued as manufacturing activity faces persistent
structural challenges.
1.1.2 Global Inflation
Global inflation, which peaked at 8.6% in CY2022, moderated to 6.7% in CY2023 and declined further to
5.8% in CY2024. This reduction is attributed to tighter monetary policies and a decrease in international
commodity prices. This decrease was primarily driven by lower energy prices, slower consumption
growth, and the normalization of manufactured goods prices.
Despite the overall decline, global inflation remained above pre-pandemic levels, posing ongoing
challenges for policymakers aiming to balance economic growth with price stability
The global economic outlook has improved significantly since inflation peaked in 2022. After reaching a
year-on-year high of 9.4% in Q3 2022, inflation is forecast to drop to approximately 3.4% by the end of
2027.
Exhibit 1.2: Global Inflation rate, average consumer prices (annual percentage change), growth in %,
CY2018-CY2028E
1.1.3 Manufacturing Value Added (At current USD)
Manufacturing value added (MVA) of an economy is the total estimate of net-output of all resident
manufacturing activity units obtained by adding up outputs and subtracting intermediate consumption.
215Measurement of MVA requires appropriate demarcation of the type of economic activity and of the
territory in which the activity takes place.
Exhibit 1.3: Manufacturing value added at current prices, CY2018 – CY2023, (Value in USD trillion)
Manufacturing Value Added (MVA) remained a critical economic metric in 2023. Global MVA grew
modestly in 2023 due to the economic recovery following the COVID-19 pandemic and the Russia-Ukraine
conflict. Several nations prioritized sustainable manufacturing and green technology initiatives to boost
industrial productivity.
1.1.4 Share of Major Economies To Global Manufacturing Output
Emerging economies, particularly in Asia, have witnessed a significant rise in the share of manufacturing
in their GDP. Countries like China, India, and several Southeast Asian nations have become manufacturing
powerhouses, attracting foreign investments, and capitalizing on lower labour costs. These countries have
established themselves as global manufacturing hubs, driving their economic growth and development.
China: China, home to the approximately 1.4 billion people, leads the globe in manufacturing, accounting
for 27.7% of total global output. In 2024, this represented nearly USD 5 trillion of China's economic
activity. With low production costs, a vast workforce, and high-quality manufacturing standards, China
remains a dominant force in the industry. Its unmatched manufacturing value plays a pivotal role in global
supply chains.
China's advanced manufacturing sectors include electronics, machinery, and textiles, solidifying its
position as the world's top manufacturer and maintaining its leadership in global manufacturing rankings.
Exhibit 1.4: Top 10 manufacturing countries in the world, share in %, CY2024
216United States: Manufacturing is a vital component of the United States' GDP, contributing over USD 2.9
trillion in 2024 and accounting for 17% of the nation's economic activity. This sector also represents a
significant portion of U.S. exports. The country is renowned for its advanced manufacturing techniques
and the production of high-quality goods.
Despite challenges such as the need to diversify manufacturing bases due to global supply chain
disruptions, the U.S. remains a major player in global manufacturing. The World Bank recognizes the
United States as a leader in innovation and technology, which continues to drive its manufacturing
industry forward.
India: India is emerging as a reliable hub for various business sectors, supported by its population of over
1.4 billion and a manufacturing output of USD 490 billion in 2024. Renowned for its IT workforce and
customer service centers, India is also strengthening its manufacturing capabilities, making it a
competitive force in the global market.
The country's manufacturing value added has been steadily increasing, driven by government initiatives
and a large, skilled workforce. Key industries in India's manufacturing sector include textiles, automotive,
chemicals and pharmaceuticals, making it a diverse and dynamic destination for business expansion.
The Government of India (GoI) has launched several manufacturing schemes to boost industrial growth,
enhance exports, and strengthen the "Make in India" initiative.
Indian Macroeconomic Overview
1.1.5 Real Gross Domestic Product (GDP) and outlook
Indian economy has shown robust performance in the last three financial years and achieved 7.2% real
GDP growth in FY2025, outperforming many other major economies and least impacted by the
inflationary pressure globally.
217Exhibit 1.5: Annual Real GDP and Real GDP growth (Annual % Change), Growth in %, India, FY2019-FY2029E,
(Value in INR Trillion)
India has introduced several structural reforms to strengthen its manufacturing sector post-pandemic.
These include disinvestment, raising FDI limits, and implementing initiatives and schemes such as Make
in India, Production Linked Incentives (PLI), the National Logistics Policy, the PM Gati Shakti National
Master Plan, and the Ease of Doing Business framework.
In the Union Budget for FY26, the Government of India has introduced several key initiatives aligned with
the Viksit Bharat 2047 vision, aiming to transform India into a developed nation by its centenary of
independence.
1. Economic Growth and Fiscal Prudence:
• GDP Growth Projections: The Economic Survey forecasts a GDP growth rate between 6.3% and
6.8% for FY26, reflecting cautious optimism amid global uncertainties.
• Fiscal Deficit Reduction: The fiscal deficit is budgeted at 4.4% of GDP for FY26, indicating a
commitment to fiscal consolidation.
2. Tax Reforms and Consumption Boost:
• Income Tax Reforms: Significant tax reforms have been introduced to increase disposable income
for the middle class, aiming to revitalize consumption-led growth.
3. Infrastructure Development:
• Capital Expenditure: The government has allocated INR 11.2 lakh crore for capital expenditure in
FY26, a 10% increase from the previous year, focusing on infrastructure projects to stimulate
economic growth.
4. Support for MSMEs:
• Credit Guarantee Enhancement: The credit guarantee cover for Micro, Small, and Medium
Enterprises (MSMEs) has been increased from INR 5 crore to INR 10 crore, facilitating greater
access to credit for these significant employment generators.
5. Regulatory Reforms:
218• Simplification of Regulations: A high-level committee has been established to review all non-
financial sector regulations, certifications, licenses, and permissions, aiming to enhance the ease
of doing business.
6. Financial Sector Expansion:
• Banking Sector Capitalization: To support the ambitious GDP targets, India's banking sector will
need to raise approximately USD 4 trillion in capital over the next two decades, ensuring adequate
financial support for economic expansion.
These initiatives reflect the government's comprehensive strategy to foster sustainable economic growth,
enhance infrastructure, and promote social welfare, steering the nation towards the Viksit Bharat 2047
vision.
The country is likely to reach the USD 5 trillion milestone within the next 2-3 years, barring any major
unforeseen challenges. Achieving this target would position India as the world's third-largest economy,
surpassing Germany and Japan.
1.1.6 Growth in Real GDP – India vs leading global economies
The Russia-Ukraine war, which began in February 2022, had an impact on the global economy, with
shortages of essential goods from Russia and Ukraine. Sharply rising commodity prices and fluctuations in
the global fuel price were the most immediate economic consequences, and the global economy grew by
a moderate 3.2% in CY2022.
By CY2023, these challenges eased, establishing global GDP growth at 3.3%. The global economy is
projected to grow at 3.2% for the next two years, 3.3% in CY2026, back to 3.2% in CY2027 before
moderating to 3.1% in CY2028. However, there are associated risks due to higher interest rates and
reduced government spending. India has been the fastest-growing major economy since last three years,
with 8.2% real GDP growth in CY2023. In contrast, the US grew by 2.9%, China by 5.2%, while Europe
struggled with just 1.2% growth, affected by the ongoing war and high energy prices.
Exhibit 1.6: India vs. Global - Real GDP growth (annual percentage change) in key economies (India, USA, Europe,
China, Middle East, South East Asia and Africa), growth in %, CY2018-CY2028E
219India remains the fastest-growing large economy, achieving a real GDP growth rate of 8.2% in 2023, up
from 7.0% in 2022. This momentum is expected to continue over the next five years, fueled by stable
domestic demand, increased private investments, favorable demographics, a declining dependency ratio,
steady urbanization, advancements in IT, and greater penetration of mobile and internet infrastructure.
Post-pandemic, India has consistently outpaced the global average GDP growth rate.While major
economies like the U.S. and China are also expanding, India's strong economic performance is driven by
factors such as a young population, government reforms, rising domestic consumption, and foreign direct
investment. However, challenges like infrastructure bottlenecks and income inequality must be addressed
to sustain this growth trajectory.
India is currently the fifth-largest economy globally by nominal GDP (FY2025) and ranks third in purchasing
power parity (PPP). With its robust economic performance, India is projected to become a USD 5 trillion
economy by FY2026 and is expected to surpass Germany and Japan to emerge as the third-largest
economy by FY2030.
1.1.7 Sectoral Share of Gross Value Added (GVA)
India's gross value added (GVA) has shown consistent growth following a 4.5% decline in FY2021. The GVA
increased by 9.6% in FY2022, 6.8% in FY2023, 7.1% in FY2024 and 6.1% in FY2025. According to the
advanced estimate, it has grown by 6.1% in FY2025. Among various sectors, the construction sector has
recorded the highest growth, with nearly 9% CAGR since FY2020 (pre-COVID levels), while the financial,
real estate, and professional services sectors have grown at an approximately 6.0% CAGR over the same
period.
Exhibit 1.7: India - Gross value added (GVA) at basic price by economic activity, FY2019-FY2025, (Value in INR
trillion)
1.1.8 Index of Industrial Production (IIP)
Post-pandemic, since June 2021, industrial activity in the country started picking up and continued its
momentum through FY2022 – FY2025 with industrial output recording a strong growth across all the four
constituent sectors in the last four consecutive years. FY2025 IIP provisional data indicates nearly 4%
cumulative growth in FY2025 and 4.1% growth for the manufacturing sector. The other three segments
220i.e., Mining, Electricity, and General have grown by 3.0%, 5.2%, and 4.0% respectively in FY2025. India’s
Business Confidence Index (BCI) has also increased to 139.3 slightly higher than 138.4 in the previous
quarter.
Exhibit 1.8: India - Index of Industrial Production (IIP) by Sectors, FY2019-FY2025
1.1.9 India Manufacturing PMI (Purchase Managers Index)
The S&P Global India Manufacturing Purchasing Managers’ Index (PMI), which gauges the manufacturing
sector's performance through a survey of 500 companies, dropped to 56.3 in February however showed
signs of recovery in March 2025 with a PMI of 58.1. While this indicates positive growth, but export gains
lag. India's manufacturing activity recorded its slowest growth of 2024 in December, as the Manufacturing
Purchasing Managers’ Index (PMI) declined slightly to 56.4 from 56.5 in November. The data suggests
moderating demand in the sector, even as cost pressures eased and job growth remained strong.
Exhibit 1.9: Indian Manufacturing PMI, Apr 2021 – March 2025
1.1.10 Foreign Direct Investment (FDI)
Foreign Direct Investment (FDI) in India has seen a significant rise in recent years, driven by improvements
in the ‘Ease of Doing Business’ rankings and proactive manufacturing policies introduced by the Indian
government. Between FY2018 and FY2023, India received a record FDI inflow of approximately USD 435
billion. FY2022 marked the highest annual FDI to date, reaching ~USD 85 billion. Although FDI inflows
declined to ~USD 71.3 billion in FY2023 and 71.0 billion in FY2024 but increased to 81.0 billion in FY2025.
221India has maintained its position as a resilient and attractive economy despite challenges such as global
uncertainties, the Russia-Ukraine conflict, recessionary trends, and the lingering impacts of the COVID-19
pandemic. Restrictions on FDI from neighboring countries, including China, did not deter the country from
achieving remarkable inflows.
Exhibit 1.10: FDI inflow in India, in US$ billion, FY2019 to FY2025
In FY2025, India recorded gross FDI inflows of approximately USD 81.0 billion. Despite high global interest
rates, India’s FDI inflows remained stable compared to other developing economies, driven by the strong
domestic demand of its economy.
India attracted Foreign Direct Investment (FDI) inflows totaling INR 6,93,864.5 crore (USD 81.04 billion) in
FY25, representing a 14% increase compared to the previous fiscal year. The services sector emerged as
the largest recipient, accounting for 19% of total FDI equity inflows, followed by computer software and
hardware at 16%, and trading at 8%. Among states, Maharashtra received the highest share of FDI equity
(39%), trailed by Karnataka (13%) and Delhi (12%). Singapore remained the leading source of FDI,
contributing 30% of the total, followed by Mauritius (17%) and the United States (11%). Over the past
eleven financial years (2014–25), India garnered FDI worth INR 64,11,054.4 crore (USD 748.78 billion),
marking a 143% surge compared to the preceding eleven-year period (2003–14). Additionally, the number
of FDI source countries grew from 89 in FY14 to 112 in FY25.
1.2 Notable Trends in the Indian Manufacturing Sector
1.2.1 India Emerging As A Global Manufacturing Hub
In FY2025 India exported manufacturing goods worth USD 437.4 billion2. It is well on its course to
becoming a global manufacturing hub with the potential to export goods worth USD 1 trillion by 2030
(source: IBEF). The manufacturing sector plays a significant role in the Indian economy, accounting for
17% of GDP and employing more than 62 million people. The Indian government plans to increase the
share of manufacturing in the economy to 25% by 2025 through the implementation of various
programmes and policies.
2 Source: https://tradestat.commerce.gov.in/eidb/ecom.asp
222Government of India has undertaken various steps to promote manufacturing sector and to boost
domestic and foreign investments in India. These include introduction of Goods and Services Tax,
reduction in corporate tax, interventions to improve ease of doing business, FDI policy reforms, measures
for reduction in compliance burden, policy measures to boost domestic manufacturing through public
procurement orders, Phased Manufacturing Programme (PMP), to name a few.
Keeping in view India’s vision of becoming ‘Atmanirbhar’, PLI schemes for 15 key sectors / product baskets
with an incentive outlay of INR 2,130 billion are under implementation to enhance India’s manufacturing
capabilities and exports. PLI scheme across these key specific sectors started to make Indian
manufacturers globally competitive, attract investment in the areas of core competency and cutting-edge
technology, ensure efficiencies, create economies of scale, enhance exports and make India an integral
part of the global value chain.
The Indian manufacturing sector in FY25 showcased resilience and adaptability, leveraging domestic
demand, export opportunities, and government support. With ongoing investments in technology,
sustainability, and infrastructure, the sector is poised for continued growth in the coming years.
1.3 India’s focus on boosting domestic manufacturing
1.3.1 Government Policies and Schemes Driving Manufacturing in India
The manufacturing sector of India is going through a major transformation. The government of India has
undertaken several schemes/initiatives to promote India as a global manufacturing hub. Some of the
notable initiatives are:
A. Make in India initiative
‘Make in India’ is an initiative that was launched on 25th September 2014 to facilitate investment, foster
innovation, build best in class infrastructure and make India a hub for manufacturing, design, and
innovation. Vocal for local is a unique initiative that has promoted India’s manufacturing domain to the
world. ‘Make in India’ initiative is not a state/district/city/area specific initiative, rather it is being
implemented all over the country.
B. Production Linked Incentive (PLI) scheme
The Production Linked Incentive (PLI) Scheme, introduced by the Government of India in 2020, aims to
boost domestic manufacturing, attract foreign investments, and reduce import dependency across
various sectors.
Keeping in view India’s vision of becoming ‘Atmanirbhar’, PLI schemes for 15 key sectors / product baskets
with an incentive outlay of INR 2,130 billion are under implementation to enhance India’s manufacturing
capabilities and exports. PLI scheme across these key specific sectors started to make Indian
manufacturers globally competitive, attract investment in the areas of core competency and cutting-edge
technology, ensure efficiencies, create economies of scale, enhance exports and make India an integral
part of the global value chain.
The government continues to refine and introduce new PLI schemes across various sectors, including
electronics, pharmaceuticals, and automotive, to further stimulate domestic manufacturing and export
growth.
In summary, the PLI Scheme has significantly contributed to India's manufacturing sector by attracting
substantial investments, creating jobs, and enhancing production capacities across multiple industries.
223The government's ongoing efforts to expand and refine these schemes underscore its commitment to
fostering a self-reliant and robust manufacturing ecosystem.
Exhibit 1.11: Approved financial outlay under Production Linked Incentive (PLI) scheme
C. Goods and Services Tax (GST) and Corporate Tax rebate
While GST has helped to improve India’s ‘Ease of Doing Business’ ranking, the government has also
modified direct taxation to help Indian companies grow profitably. To promote growth and investment,
the government introduced a provision in FY2020 that allows any domestic company an option to pay
22% income tax instead of 30% with certain conditions. The government also allowed any new domestic
company incorporated on or after 1st October 2019 making fresh investments in manufacturing, an option
to pay income tax at the rate of 15%. This concessional rate is in effect till the end of FY2025.
D. Credit support to Micro, Small and Medium Enterprises (MSMEs)
MSMEs are the backbone of the Indian economy, contributing approximately 30% of the country’s GDP,
45% of manufacturing output and providing employment to 110 million people. The Government of India
has been proactive to ensure that the credit facilities are always available to MSMEs.
Towards this, the Indian government initiated a mission named ‘Atmanirbhar Bharat Abhiyan’ to make
India a Self-Reliant nation. The main purpose of launching this program was to support the country during
the pandemic, one of which was to provide emergency credit lines to businesses. For MSME, there was
no guarantee fee and no fresh collateral. A subordinated debt of INR 200 billion was issued for stressed
MSMEs. Besides, the government announced an INR 500 billion equity infusion for the MSMEs who had
an available business but could not accomplish it due to lack of funds.
E. Export promotion schemes
Exports play a major role in the economic development of a country. More the exports more will be the
inward foreign remittance, more jobs & employment, lower current account deficit, and hence greater
overall economic growth. The Indian government in the past years have introduced multiple schemes to
promote exports to boost domestic manufacturing and to make India a global manufacturing hub such as
MEIS Scheme, RoDTEP, EOU etc.
224F. National Industrial Corridor Program (NICP)
The National Industrial Corridor Program (NICP) is an infrastructure program of the Government of India
aiming to develop industrial cities in the country. The government of India envisages to develop new
industrial cities as “Smart Cities” and to converge the next-generation technologies in the infrastructure
sector.
The overall objective of NICP is to “enhance India’s competitiveness in manufacturing through the creation
of world-class infrastructure and reduced logistics costs”. The broad objective of the program is to provide
plug and play infrastructural facilities for setting up large scale manufacturing units and to create futuristic
Indian cities that can become global manufacturing and investment destinations. This will create
employment opportunities and lead to the overall socio-economic development of the country.
Major Industrial Corridors under NICP:
1. Delhi-Mumbai Industrial Corridor (DMIC): Connecting Delhi and Mumbai, this corridor is
designed to enhance manufacturing and logistics capabilities.
2. Chennai-Bengaluru Industrial Corridor (CBIC): Linking Chennai and Bengaluru, focusing on
automotive and electronics manufacturing.
3. Amritsar-Kolkata Industrial Corridor (AKIC): Connecting Amritsar and Kolkata, aiming to boost
trade and manufacturing in the eastern region.
4. East Coast Economic Corridor (ECEC): Spanning the eastern coastline, this corridor focuses on
port-led industrialization.
5. Bengaluru-Mumbai Industrial Corridor (BMIC): Linking Bengaluru and Mumbai, emphasizing
information technology and biotechnology industries.
6. Chardham Highway Corridor: Enhancing infrastructure around the Char Dham pilgrimage sites.
7. Kolkata-Vizag-Chennai Industrial Corridor: Connecting Kolkata, Visakhapatnam, and Chennai to
boost trade and manufacturing.
2252 OVERVIEW OF INDUSTRIAL GASES IN INDIA
Industrial gases consist of individual gases or gas mixtures utilized across diverse industries for various
manufacturing processes and operations. They play an essential role throughout the industrial value
chain, from the procuring of raw materials to intermediate processing in industries such as metals,
chemicals, pharmaceuticals, and ceramics, ultimately contributing to the production of industrial,
consumer, and food products. Industrial gases are indispensable to large-scale industries such as
pharmaceuticals, chemicals and textiles, where they play a critical role in optimizing production efficiency
and ensuring operational stability.
With the continuous expansion of industries reliant on these gases and the broad spectrum of applications
within the sector, the industrial gases market is expected to maintain its strong growth momentum well
into the future. This growth has been driven by rapid industrialization, infrastructure development, and
advancements in gas production, storage, and distribution that improve efficiency and reduce costs.
Traditionally, oxygen, nitrogen, and argon are extracted from air through the air separation process and
supplied via on-site production or merchant distribution using tanks, cylinders, and containers. In contrast,
steam has historically been generated on-site for captive use in industries such as textiles, food &
beverages, chemicals, pharmaceuticals, and tires.
However, certain companies like Steamhouse India Limited (Steamhouse) are working towards
transitioning steam production from an on-site generation to a service-based model by introducing
community boilers. This innovation eliminates the need for industries to invest in and maintain steam
boilers, making "steam as a service" an emerging opportunity. Companies in this up-coming sector with
community boiler-based steam-as-a-service model, and ability to deliver industrial gases through a
pipeline network, are enabling industries to focus on their core-production as well as achieve higher
energy efficiency, reduce capital expenditure on in-house equipment, and enhance operational
efficiencies. A shift towards community industrial gas generation and distribution systems also contributes
to sustainability by centralizing boiler operations, leading to lower emissions and improved fuel utilization.
Additionally, industries benefit from a more flexible and scalable steam supply without concerns about
maintenance, regulatory compliance, and fuel procurement. Steamhouse and its promoters have been
pioneers of the community boiler system in India, which was first introduced in 2014
As of FY25, cylinder-based supply accounts for 42.0% of India’s industrial gas (excluding steam) demand
by value. This presents significant potential for players like Steamhouse to offer cost-effective pipeline
supply, enabling savings on logistics, ensuring uninterrupted flow, and improving operational efficiency
for end users. As the Indian industrial sector continues to expand, the supply of industrial gases through
pipelines is emerging as a preferred alternative. This shift also contributes to sustainability by centralizing
industrial gas generation, which leads to lower emissions and improved fuel utilization.
Being a pioneer in this sector, Steamhouse targets higher energy efficiency and enables their customers
to reduce capital expenditure on in-house infrastructure, lowers compliance burdens and enhances safety
and operational reliability. In the landscape of industrial gases in India, Steamhouse has emerged as a key
player as a community industrial gas provider, poised to address the evolving needs of modern industrial
processes.
2262.1 Nitrogen
Nitrogen gas (N₂) is a colorless, odorless, tasteless, and inert diatomic gas that constitutes approximately
78% of Earth's atmosphere. Nitrogen gas is a vital industrial gas in India, produced through air separation
processes. It is available in gaseous and liquid forms, until now, it was supplied via on site production,
cylinders, or bulk storage tanks. However, Steamhouse India Limited has commissioned its nitrogen plant
in Ankleshwar, whereby the nitrogen is distributed through installing a common facility and distributing
nitrogen through distributed pipeline network, making it India’s first and only common nitrogen facility.
A dedicated pipeline network for nitrogen can enhance supply reliability, reducing logistical complexities,
and improving cost efficiencies for customers. In addition to ensuring uninterrupted availability for
industrial consumers the dedicated pipeline for an industrial gas like Nitrogen can also demonstrate the
scalability of pipeline-based distribution for other industrial gases.
Steamhouse is the only company in India that supplies nitrogen using a distributed pipeline network
instead of the common practice of supplying in cryogenic tanks and onsite nitrogen generation
Market size: The demand of nitrogen in India has increased from 3.9 million tons in FY2018 to become
4.9 million tons in FY2025 with CAGR of 3.3% owing to growth in fertilizer production, rapid growth of
food packaging industry, consistent consumption in steel production, etc. It is projected to become 5.9
million tons in FY2030. The market size by value has increased from USD 0.22 billion in FY2018 to USD
0.32 billion in FY2025 and is projected to expand to USD 0.44 billion in FY2030. The major driving factors
for such advances are India’s push for self-sufficiency in fertilizer sector, rapid improvement in population
and urbanization that has increased the crop yield demand, innovations and advancements in emerging
applications, investments in manufacturing sector owing to immense support from government in terms
of incentives, etc.
227Exhibit 2.1 Nitrogen Market in India, by Volume (Million tons), FY2018-2030E
Market segmentation by application: In FY2025 , the food and beverage industry led nitrogen demand in
India, accounting for 25%, primarily for food preservation and gas flushing. Steel and other metal
manufacturing also consumed 15%, utilizing nitrogen for strengthening and alloying. The fertilizer sector,
with 11% share, relied on nitrogen for ammonia production. The manufacturing, oil & gas, and
pharmaceutical industries together accounted for a significant portion, using nitrogen in processes like
heat treatment, refining, and reactor cooling. Other industries, including electronics, infrastructure,
chemicals and aerospace, contributed smaller shares, utilizing nitrogen for inert atmospheres, purging,
and safety applications.
Exhibit 2.2 Nitrogen Market Segmentation by Application, by Volume (Million tons), FY2025
228Driving factors for growth: India’s nitrogen market is growing due to evolving lifestyle trends, industrial
expansion, and government support. The increasing demand for packaged food, driven by fast-paced
lifestyles, has boosted nitrogen usage in food packaging. The steel sector, accounting for 7.6% of global
production, is witnessing capacity expansion, supported by government incentives and the China+1
strategy, further driving nitrogen demand. Rising food demand has also led to increased use of
nitrogenous fertilizers, backed by government policies promoting self-sufficiency in fertilizer production.
Additionally, the shift of global pharma and chemical supply chains from China to India, driven by cost
advantages and quality standards, has further fueled nitrogen consumption across industries.
2.2 Hydrogen
The demand was around 0.18 million ton in FY2025. It is estimated to increase to 0.27 million tons by
FY2030, growing at a CAGR of 8.5%. The market size by value has increased from USD 0.15 billion in FY2018
to USD 0.24 billion in FY2025 and is projected to expand to USD 0.39 billion in FY2030. This growth is
driven by steady demand from the steel and oil & gas sectors, high traction from the fertilizer industry
due to the rising population, and the utilization of hydrogen in new applications such as automotive and
power. With the declaration of energy independence by FY2047, India has shifted its focus towards
developing a hydrogen economy.
2.3 Carbon dioxide
Carbon dioxide (CO₂) is a versatile industrial gas used across various sectors, including food and beverages,
chemicals, healthcare, and manufacturing. It is primarily sourced as a byproduct from industrial processes
like ammonia and ethanol production. The demand for CO₂ has remained steady in urea production, while
its use in refineries for enhanced oil recovery and the beverage industry has grown significantly over the
past five years. The food and beverage sector remains the largest consumer of CO₂ in India by market
share. Driven by consistent demand from key end-use industries, CO₂ demand increased at a CAGR of
3.4% from 3.4 million tons in FY2018 to 4.3 million tons in FY2025. India, the fourth-largest refining hub
globally with a capacity of 250 million tons per annum across 23 refineries, has seen substantial and
sustained growth in CO₂ consumption within the refinery sector. The demand for carbon dioxide in India
is expected to reach 5.3 million tons by FY2030, growing at a CAGR of 4.0%. The market size by value has
increased from USD 0.11 billion in FY2018 to USD 0.15 billion in FY2025 and is projected to expand to USD
0.21 billion in FY2030. This growth is driven by increasing applications in fuel production (methane and
methanol), plastic components, fire extinguishers, pharmaceuticals, soda ash, food & beverages, and
building materials, among other industries.
2292.4 Argon
The Indian argon industry has been expanding rapidly, driven by its applications in welding, steel
manufacturing, automotive, and other industrial sectors. In volume terms, consumption rose from 0.16
million tons in FY2018 to 0.23 million tons in FY2025. Argon is widely used in welding techniques like
resistance welding and metal inert gas welding, catering to industries such as aerospace, automotive, and
construction. The market is projected to grow at a CAGR of 6.2% to 0.31 million tons in FY2030. The market
size by value has increased from USD 0.08 billion in FY2018 to USD 0.15 billion in FY2025 and is projected
to expand to USD 0.23 billion in FY2030.
2.5 Steam
Traditionally, industries have relied on on-site steam generation for captive use, with steam being a critical
requirement across industrial sectors such as pharmaceuticals, textiles, food processing, paper and pulp,
rice mills, distilleries, dairy, urea production, wood processing, chemicals, and tyre manufacturing.
However, the emergence of community boilers and steam-as-a-service models, provided by companies
like Steamhouse India Limited, is transforming the landscape of industrial steam supply by bringing Steam-
as-Service. These centralized boiler systems enable industries to procure steam through pipelines,
reducing their capital investment in boiler infrastructure, improving energy efficiency, and lowering
operational costs. This transition has created new revenue streams, enabling steam producers to sell
steam as a service rather than limiting it to captive use. This model presents a significant market potential,
encouraging industries to opt for outsourced steam supply and drive the growth of the industrial steam
distribution network.
In FY2025, India's total process steam demand was approximately 186,000 TPH. With a projected CAGR
of 9.5% from FY2025 to FY2030, the market is poised for significant expansion. Assuming an annual
operation of 8,000 hours, the total process steam demand is estimated at 1,373 million tons. The average
cost of steam varies between INR 2.2 to 3.5 per kg, influenced by multiple factors such as the end-use
industry (power plants, pharmaceuticals, food processing, etc.), boiler type, fuel type, water quality,
feedwater treatment requirements, condensate recovery efficiency, and operational maintenance costs.
Considering an average steam cost of INR 2.5 per kg, the addressable market potential for the "Steam-as-
a-Service" model in India is estimated at approximately ₹3,74,684 crore for FY2025.
Exhibit 2.3: Steam as a Service Addressable Market in India, by Volume (TPH), FY2025-2030E)
230Market segmentation by application: Steam consumption across various industries, highlighting the
percentage share of each sector in the total industrial steam usage. Here’s a detailed breakdown:
Pharmaceuticals (24%) – The largest consumer of steam, the pharmaceutical industry relies heavily on
steam for sterilization, cleanroom environments, and process heating in drug formulation and production.
Textiles (18%) – The textile sector utilizes steam in dyeing, bleaching, and finishing processes. It is essential
for controlling fabric moisture content and improving quality.
Food Processing (18%) – Steam is used for cooking, drying, pasteurization, and sterilization in food
production. It plays a key role in ensuring hygiene and maintaining product quality.
Paper and Pulp (5%) – Steam is used in pulping, drying, and pressing of paper to ensure proper consistency
and smoothness in paper production.
Distillery (5%) – A significant share of steam consumption is in distilleries, where it is used for
fermentation, distillation, and evaporation processes in alcohol and beverage production.
Dairy (4%) – Steam is utilized in dairy processing for pasteurization, sterilization, and cleaning-in-place
(CIP) systems to ensure hygiene in milk and milk-based product manufacturing.
Urea (2%) – The fertilizer industry requires steam for chemical reactions in urea production, as well as for
process heating.
Wood (2%) – Steam is used in seasoning and drying of wood to reduce moisture content, improving
durability and strength.
Tyre (1%) – The tyre industry uses steam for vulcanization, which enhances the elasticity and durability of
rubber.
Chemical (2%) – Steam is widely used in the chemical industry for reaction heating, distillation, and solvent
recovery in various chemical manufacturing processes.
Others (19%) – This category includes industries like power plants, refineries, and other small-scale
industries where steam plays a vital role in heating, cleaning, and manufacturing.
Exhibit 2.4: Steam as a Service Addressable Market Segmentation by Application, by Volume (TPH), FY2025
231Driving factors for growth: The growth of steam use in India from FY2025 to FY2030 will be driven by
rising industrial demand, energy efficiency advancements, and sustainability initiatives. The
pharmaceutical sector, the largest consumer, will see increased steam utilization due to expanding drug
production, stringent sterilization standards, and the growth of cleanroom facilities.
In textiles, steam demand will rise with modernization efforts, process automation, and the push for
sustainable fabric treatment. The food processing industry will continue to rely on steam for cooking,
pasteurization, and sterilization, driven by growing food safety regulations and increasing consumer
demand for processed foods. Distilleries will witness higher steam consumption as alcohol production
scales up and energy-efficient distillation techniques gain traction.
2.6 Key Growth Drivers for Industrial Gases Market
The industrial gases market in India is witnessing strong growth, driven by several key factors:
Rising demand from healthcare and pharmaceuticals: The healthcare and pharmaceutical sectors have
become significant consumers of industrial and medical-grade gases, with the COVID-19 pandemic
highlighting the vital role of medical oxygen infrastructure. Demand remains strong for gases like oxygen,
nitrous oxide, and carbon dioxide across hospitals, diagnostics, biotechnology, and pharmaceutical
manufacturing. India’s pharmaceutical industry is projected to grow from USD 73 billion in FY2025 to USD
130 billion by FY2030, further driving gas consumption in the sector.
Clean energy and green hydrogen initiatives: India’s clean energy transition, led by the National Green
Hydrogen Mission, is emerging as a major growth catalyst. With rising emphasis on green hydrogen
production and building a hydrogen-based economy, industrial gas producers are set to play a central
role—supporting hydrogen generation, storage, and infrastructure for renewable energy and fuel cell
technologies.
Infrastructure development and refinery expansion: India’s continued investments in infrastructure and
the expansion of its refining and petrochemical sectors are driving robust demand for industrial gases
across multiple applications—ranging from nitrogen for purging and blanketing, to oxygen for
combustion, and hydrogen for hydrocracking. Leading oil and gas companies are ramping up investments
in new refinery projects and capacity expansions, reinforcing the need for dependable gas supply. The
country aims to increase its refining capacity from 274 million tons in FY2025 to 439 million tons by
FY2030.
232Electronics and semiconductor manufacturing push: India’s push to become a global hub for electronics
and semiconductor manufacturing is unlocking a significant growth opportunity for industrial gases.
Semiconductor fabs and electronics assembly units require ultra-high-purity gases like nitrogen, argon,
silane, and hydrogen—driving long-term demand for specialty gas suppliers in this sector. The India
Semiconductor Mission (ISM), under the SEMICON India program, is backed by a substantial budget outlay
of ₹76,000 crore.
2.7 Key Threats and Challenges for Industrial Gases Market
The industrial gases market in India faces several challenges that could impact its growth and
sustainability:
Supply chain challenges: The supply chain for industrial gases is fraught with several challenges that affect
their availability and distribution. The sector suffers from inadequate storage and handling infrastructure,
leading to bottlenecks and increased costs. Poor road infrastructure, specialized transportation needs for
cryogenic and high-pressure gases, and fragmented distribution networks result in delivery delays and
higher costs. A shortage of skilled professionals and the need for continuous training affect operational
efficiency. The unavailability of cylinders and containers were affecting the supply of oxygen to impacted
parts of the nation.
Logistical challenges may arise from stringent laws concerning the shipping of hazardous chemicals. Strict
safety regulations, which can be difficult to implement logistically, must be followed when transporting
gases like hydrogen. Use of specialized vehicles is also required along with expertise in the operation and
maintenance of specialized vehicles used to transport cryogenic gases. Complying with transportation
rules, maintaining temperature and pressure control throughout transit, and comprehending the
workings of cryogenic tankers and cylinders are all crucial.
Safety and environment: When it comes to handling, storing, and transporting industrial gases, strict
safety and environmental standards are crucial. Proper training is essential for anyone handling industrial
gases. This includes understanding the properties of different gases, safe handling procedures, and
emergency protocols. Users must follow safety guidelines, store gases properly, and use appropriate
equipment. Meeting emissions standards and minimizing environmental impact requires investment in
cleaner technologies and sustainable practices. By transitioning from cylinder-based delivery to a pipeline
distribution system, end-users can minimize the environmental impact as well as enhance safety by
reducing the need for handling of high pressure storage vessels.
Energy intensive process: Producing industrial gases involves energy-intensive processes, such as air
separation, compression, and purification. These steps require significant electricity or fuel. Fluctuations
in energy prices, whether due to geopolitical events, supply-demand dynamics, or seasonal variations,
directly impact production costs. Sudden spikes can strain profitability. Some industrial gases companies
enter long-term energy contracts to stabilize costs. However, these contracts may not always align with
market fluctuations. Investing in energy-efficient technologies and practices can reduce consumption.
Upgrading equipment, optimizing processes, and using renewable energy sources are effective strategies.
2.7.1 Regulatory environment for Industrial Gases Market
Stringent Licensing and Safety Compliance: The Gas Cylinder Rules, 2016, under the Indian Explosives
Act, 1884, mandate strict licensing for manufacturing, storage, and transportation of gas cylinders.
Companies must obtain approvals from the Chief Controller of Explosives, and exceeding prescribed
233storage limits requires additional licenses. Compliance with PESO (Petroleum and Explosives Safety
Organization) regulations for cryogenic storage and transportation adds to operational complexities.
Environmental Regulations and Pollution Control: The Environmental Protection Act, 1986 (extended in
2022), imposes strict environmental standards on industrial gas plants, requiring pollution control
measures to minimize environmental impact. Compliance with these regulations demands significant
investments in emissions reduction technologies, waste management, and regular monitoring, increasing
operational costs.
Hazardous Waste Management and Disposal: Under the Hazardous and Other Wastes Act, 2016,
companies must ensure the proper disposal and recycling of gas cylinders, storage tanks, and associated
waste. Failure to meet these guidelines can lead to penalties and environmental liabilities, making waste
management a critical regulatory challenge for industrial gas manufacturers.
Workplace Safety and Hazard Management: The Factories Act, 1948, and the Manufacture, Storage, and
Import of Hazardous Chemicals Rules, 1989, mandate strict safety measures for handling hazardous gases
like hydrogen. Industrial gas manufacturers must conduct risk assessments, implement accident
prevention protocols, and provide extensive training and protective equipment to workers. Ensuring
compliance with these safety regulations increases operational complexity and costs.
3 DEEP DIVE INTO ‘STEAM’ AND ‘COMMUNITY BOILER’ INDUSTRY
3.1 Usage of Steam in the Process Industries
Steam is vital across industries like textiles, pharma, food, chemicals, paper, and more due to its versatility.
While traditionally generated in-house, steam is now gaining recognition as part of the industrial gas
supply market, with companies like Steamhouse promoting "Steam as a Service," driving market
expansion.
3.1.1 Textile Industry
Low pressure steam of 2-5 bar is commonly used in Textiles production. Approximately 4 kg of steam is
required for production of 1 kg of Fabric. Following are the applications of steam in a textile unit:
Exhibit 3.1: Usage of steam in Textile Industry
Application Usage of Steam
Fabric Pre-treatment • Steam is used for fabric cleaning, de-sizing (removing sizing agents), scouring
(removing impurities), and bleaching processes.
• It helps in heating and activating chemicals for effective fabric preparation.
Fabric Dyeing • Steam is used for heating dye liquor, activating dyes, and fixing colors onto fabrics.
• Steam is also employed in printing machines for color fixation and steaming of
printed fabrics.
Fabric Finishing • Steam is utilized in fabric finishing processes such as calendaring, setting, and heat
treatment.
• It helps in improving fabric texture, setting wrinkles, and enhancing the overall
appearance of the fabric.
234Yarn Drying • Steam enables precise temperature control for optimal dye absorption and fixation,
ensuring uniform color distribution in yarn. It also supports efficient processing by
allowing rapid heating and drying, which reduces both processing time and energy
consumption.
Yarn Printing • After the yarn has been printed and the color or pattern has been applied, steam
may be used in subsequent processes to fix or set the printed design on the yarn.
• The steam fixation process enhances color-fastness and durability of the printed
design.
Common Effluent • Common Effluent Treatment Plants (CETPs) in textile clusters are established to
Treatment Plants collectively treat wastewater from multiple units, removing the need for individual
(ETPs) ETPs at each facility. Steam plays a crucial role in these CETPs, especially in multi-
effect evaporators, to achieve Zero Liquid Discharge (ZLD), enhancing treatment
efficiency, reducing environmental impact, and ensuring regulatory compliance.
3.1.2 Pharmaceutical Industry
In general, 1-2 bar pressure steam is used in most of the process, however, there are units which also use
5 - 8 bar pressure steam. Approximately 3 - 3.5 TPH of steam is used in a standard Bulk Drugs, API unit.
Following are the common uses of steam in the pharmaceutical industry:
Exhibit 3.2: Usage of steam in Pharmaceutical Industry
Application Usage of Steam
Raw material • Steam provides controlled, uniform heating essential for dissolving ingredients and
heating preparing consistent pharmaceutical solutions, suspensions, and emulsions.
Equipment • Any visible dirt, debris, or contaminants on the equipment should be removed
disinfection and through a pre-cleaning step before steam disinfection.
Drying
• Steam is used in drying process. Equipment may be dried using hot air, compressed
air, or other suitable methods.
Concentration • Steam is used to remove solvents or water from solutions or suspensions,
effectively concentrating the active pharmaceutical ingredient (API) due to its
superior heat transfer and controlled, efficient heating capabilities.
Heat exchanger • Steam is often utilized as the heating medium in steam-to-fluid heat exchangers.
• Steam transfers its thermal energy to the process fluid, effectively heating it to the
desired temperature
Humidification • Steam is used for humidifying pharmaceutical manufacturing facilities, which helps
to maintain the proper moisture levels and prevent the products from drying out.
Freeze drying • Steam is used in the freeze-drying process, which involves removing moisture from
pharmaceutical products while preserving their potency and stability.
235Sterilization • Steam is used for sterilizing pharmaceutical products, equipment, and packaging
materials, to ensure that they are free from harmful bacteria and other
microorganisms ensuring the safety and sterility of pharmaceutical products.
Heating • Steam is used for heating pharmaceutical products and ingredients, as it is a precise
and efficient method of avoiding damage to the products.
3.1.3 Chemical Industry
Steam pressure varies between 1- 10 bar based on types of chemicals produced in the plant. The steam
consumption in the chemical industry is approximately 1.5 kg of steam per kilogram of chemical produced.
However, this can vary depending on the specific process to be followed, equipment design, energy
efficiency measures implemented, and the heat requirements. Following are the common uses of steam
in the chemical industry:
Exhibit 3.3: Usage of steam in Chemical Industry
Application Usage of Steam
Distillation and • Steam is used in distillation and fractionation processes to facilitate the separation
Fractionation and purification of chemical compounds by creating a vapor-liquid equilibrium within
columns or towers.
Sterilization and • Steam is used for sterilization and disinfection of equipment, containers, and
Disinfection surfaces in the chemical industry to ensure aseptic conditions and prevent
contamination.
Heat transfer • Steam is employed as a heat transfer medium in various heat exchangers,
condensers, and other heat transfer equipment.
• It allows for efficient and controlled heat exchange between different process
streams.
Evaporators • Steam is employed in evaporation processes to remove solvents or water from
chemical solutions or mixtures.
• Steam is passed through heat exchangers or evaporators to heat the solution,
causing the volatile components to vaporize, and leaving behind a concentrated
product.
Reactor heating • Steam is commonly used for heating chemical reactors to facilitate chemical
reactions.
• It provides efficient and controlled heat transfer, maintaining the desired
temperature conditions for the reaction to occur.
2363.1.4 Tyre Industry
In the Tyre industry, steam pressure varies between 18-24 bar in the vulcanization process. On average,
2 TPH of steam is used in the production of 1 kg of rubber. Following are the common uses of steam in
the tyre industry:
Exhibit 3.4: Usage of steam in Tyre Industry
Application Usage of Steam
Rubber • Steam is primarily used to heat and soften rubber compounds, making them more
compounding pliable for effective mixing and blending of natural rubber, synthetic rubber, fillers,
chemicals, and additives.
Tyre building • Steam is used during the tyre building process to aid in the shaping and bonding of
tyre components.
• It helps to heat and soften the rubber components, allowing them to be easily
molded and adhered together to form the tyre structure.
Vulcanization • The built tyre is transferred to a tire curing press, and steam is injected into the
press to provide the required heat.
• The heat from the steam causes the rubber to crosslink, resulting in a solid and
durable tyre.
Post curing and • Steam autoclaves are used to apply controlled heat, pressure, and steam during
finishing tyre curing, enhancing the tyre’s shape, strength, and appearance through
additional curing.
3.1.5 Paper and Pulp Industry
Steam of 10 bar and above is commonly used in paper and pulp production. Approximately 1.6 – 2.2 kg of
steam is required to produce 1 kg of dry paper. Following are the applications of steam in a paper and
pulp unit:
Exhibit 3.5: Usage of steam in Paper and Pulp Industry
Application Usage of Steam
Wood and Fiber • Steam is used to soften and condition wood chips and other fibrous materials
Preparation during the pulping process.
• This facilitates the separation of fibers and helps to create a pulp suitable for
papermaking.
Steam Digester • Steam is used in the digester to cook wood chips or other raw materials with
chemicals like sodium hydroxide or sulfite, breaking down lignin and separating
cellulose fibers during the pulping process.
Pulp Washing • After cooking, the pulp undergoes washing to remove spent chemicals and
impurities.
237• Steam is utilized in various stages of pulp washing to aid in the efficient removal of
chemicals and contaminants.
Evaporation • Steam is used in evaporators to concentrate the black liquor, a byproduct of the
pulping process, and recover chemicals for reuse in the pulping process.
Steam Heated Dryers • After pulp washing, the wet pulp is dried using steam-heated dryers to reduce
moisture content and prepare it for the papermaking process.
Paper Machine • Steam is used in the paper machine's drying section to remove water from the wet
Drying paper web.
• Steam-heated dryer cylinders and rolls help achieve the desired moisture content
for the paper.
Coating and Sizing • In certain paper grades, steam is used in the coating and sizing processes to apply
special coatings or treatments to enhance the paper's surface properties.
Cleaning and • Steam is used for cleaning and sterilizing various equipment and components in the
Sterilization paper and pulp mills to maintain hygienic and safe operating conditions.
3.1.6 Distilleries
Low-pressure steam of 1.5 to 3.5 bar is commonly used in distilleries. Approximately 3.4 – 6.6 kg of steam
is required to produce 1 liter of Ethanol. Following are the applications of steam in a distillery unit:
Exhibit 3.6: Usage of steam in Distilleries
Application Usage of Steam
Mash cooking • Steam is used to heat the mash during the cooking process.
• The mash typically consists of grains (e.g., barley, corn, rye) mixed with water, and
steam is applied to heat the mixture and facilitate starch conversion into
fermentable sugars.
Fermentation • Steam is sometimes used indirectly for temperature control during fermentation by
jacketed vessels, helping maintain consistent temperatures essential for yeast
activity and proper flavor development.
Distillation • Steam is extensively used in distillation by heating the mash in a still to vaporize
alcohol based on its boiling point; the vapor is then condensed back into liquid form
to produce distilled spirits.
Heat Exchangers • Steam is used in heat exchangers to transfer heat efficiently during various stages of
the distillation process, improving energy efficiency and reducing operational costs.
Cleaning and • Steam is utilized for cleaning and sanitizing various equipment, tanks, and pipelines
Sanitization to maintain hygiene and ensure the quality and safety of the distilled spirits.
238Bottle sterilization • Before bottling, steam can be used to sterilize bottles, caps, and closures, ensuring
the final product is free from contaminants.
Barrel treatment • Steam can be used to prepare wooden barrels before ageing spirits, helping to
sanitize and prepare the barrels for the ageing process.
3.1.7 Wood Industry
Low-pressure steam of 6- 8 bar is commonly used for most of the processes in the Wood industry.
Approximately 0.45 kg of steam is required to produce 1 kg of processed wood. Following are the
applications of steam in a wood processing unit:
Exhibit 3.7: Usage of Steam in Wood Industry
Application Usage of Steam
Wood drying • Steam is used to dry green or wet wood to reduce its moisture content.
• Kilns and steam-heated dryers are employed to control the drying process and
prepare the wood for further processing or use.
Plywood • In plywood manufacturing, steam is used to soften wood veneers before pressing,
manufacturing while steam-heated platens help form strong bonds between layers during the
pressing stage.
Fiberboard • Steam is used in the production of fiberboards (MDF, HDF) to soften and steam the
production wood fibers before they are formed into boards.
• This process improves the bonding and strength of the boards.
Wood treatment • In some wood treatment processes, steam is used to pre-treat wood before
applying preservatives or finishes.
• Steam treatment helps open the wood pores, allowing for better absorption of
chemicals.
Laminating and • Steam is used to soften wood veneers, making them more pliable for laminating or
Veneering veneering onto substrates.
Wood conditioning • Steam is used to condition wood before certain machining processes, making the
wood more flexible and easier to shape.
Composite wood • Steam is used in the production of composite wood products, such as particleboard
production and OSB (oriented strand board).
• Steam is applied to soften wood particles or strands before forming the panels.
3.2 Usage of Fuels for Steam Generation
Various types of fuels are used for steam generation, and they can be bucketed under two categories –
fossil fuels and non-fossil fuels. The most common fossil fuel used for steam generation is coal however,
other fossil fuels such as Diesel, HFO, LDO, LSHS, etc. are also used in the industries. As the City Gas
239Distribution (CGD) network is expanding, piped natural gas (PNG), is now available in many industrial areas
across the country. Besides, other fossil fuels such as LPG, Propane, etc. are also used among the
industries for heating purpose and steam generation.
Exhibit 3.8: Gross Calorific Value (GCV) of various fossil fuels
Fossil Fuel Name Gross Calorific Value (GCV)
Coal 2,200 (G17) - >7,000 (G1) Kcal / Kg
Diesel 10,550 – 10,900 Kcal / Kg
Heavy Fuel Oil (HFO) 10,335 Kcal / Kg
Light Diesel Oil (LDO) 10,300 – 10,400 Kcal / Kg
Low Sulphur Heavy Stock (LSHS) 10,500 Kcal / Kg
Natural Gas 10,000 Kcal / SCM (8000-8500 of Gujarat Gas)
Liquid Petroleum Gas (LPG) 12,500 Kcal / Kg
Fossil fuel-based steam generation offers several advantages, including high energy density, easy
availability, and reliable performance. These fuels have a high calorific value, meaning they can produce
significant amounts of heat when burned. The combustion process is efficient, allowing for rapid and
consistent steam production. Fossil fuels are widely accessible and have well-established supply chains,
making them readily available for industrial steam generation.
3.2.1 Fossil Fuels
A. Coal
Coal is the most important and abundant fossil fuel in India. It accounts for 55% of the country's energy
need. Commercial primary energy consumption in India has grown by about 700% in the last four decades
(source: Ministry of Coal, Govt. of India). The current per capita commercial primary energy consumption
in India is about 350 kilogram of oil equivalent (kgoe) / year which is well below that of developed
countries. Driven by the rising population, expanding economy and a quest for improved quality of life,
energy usage in India is expected to rise.
Domestic coal production: India is the second largest producer and consumer of coal in the world after
China. India’s coal production has grown at 6.3% CAGR between FY2019 and FY2025 to reach 1047.6
million tonnes in FY2025.
Medium term projection from the Ministry estimates Indian’s domestic coal production to reach 1.5
billion tonnes by FY2030.
Exhibit 3.9: Domestic Coal production, India, million tonnes (FY2019 – FY2025)
240Coal imports into India: Despite a record growth in domestic coal production, India’s coal import also
increased sharply by 13.7% in FY2023 to 237.7 million tonnes, after witnessing a consistent fall over the
last two years. The data indicates that the coal imports are back to pre-Covid levels of 240 million tonnes.
Exhibit 3.10: Coal import, India, million tonnes (FY2019 – FY2025)
The increase is primarily led by non-coking coal import, which has grown by 19.7% in FY2023 to 181.6
million tonnes. The imports stood at 167.1 million tonnes in FY2025. India imports bulk of its coal from
Indonesia.
The coal produced in Indonesia is known for its high energy content, low ash content, and low sulphur
content. Indonesia's proximity to India makes it a convenient source for coal imports. The logistical
advantages, including shipping routes and transport infrastructure, make it economically viable for India
to import coal from Indonesia. The cost of coal in Indonesia is often competitive compared to domestically
produced coal or coal from other countries. This cost advantage, coupled with favourable quality
characteristics, makes Indonesian coal an attractive option for Indian importers.
241Price of Coal: On the price front, average import price of non-coking coal almost increased more than 50
percent in FY22 to INR 7,470 per tonne and further increased to INR 13,800 in FY23 due to Russia – Ukraine
war. Price started to stabilize after that.
Exhibit 3.11: Average import price of non-coking coal between FY21 and FY25
Price per tonne in INR FY21 FY22 FY23 FY24 FY25
Average import price of 4,940 7,470 13,800 10,200 9,010
non-coking coal in India
As per International Energy Agency (IEA), international coal prices have touched three all-time peaks
between October 2021 and May 2022. Sanctions and bans on Russian coal following Russia’s invasion of
Ukraine have disrupted markets, and issues in other major exporters have contributed to supply
shortages.
3.2.2 Non-Fossil Fuels
Non-Fossil Fuels or Green fuels refer to those fuels which are carbon-neutral or even carbon-free. These
fuels are crucial to decarbonize the manufacturing and economic activities in future. Following are some
of the green fuels used in the industry for heating and power generation applications:
A. Raw Biomass
Commonly used Biomass materials in the country are bagasse, rice husk, straw, cotton stalk, coconut
shells, soya husk, de-oiled cakes, coffee waste, jute wastes, groundnut shells, saw dust etc.
B. Biomass Briquette
Biomass briquette is made from agricultural waste and a replacement for
fossil fuels such as oil or coal and can be used to heat boilers in
manufacturing units. Many companies in India have switched from furnace
oil to biomass briquettes to save costs on boiler fuels. The use of biomass
briquettes is predominant in the southern parts of India, where coal and
furnace oil are being replaced by biomass briquettes. Use of biomass
briquettes can earn Carbon Credits for reducing emissions in the atmosphere. Biomass briquettes also
provide more calorific value compared to raw biomass and save around 30-40 percent of boiler fuel costs
when compared with liquid fossil fuels.
C. Municipal Solid Waste (MSW)
Municipal Solid Waste (MSW) consists of everyday items such as product
packaging, grass clippings, furniture, clothing, bottles, food scraps,
newspapers, appliances, paint, and batteries. These wastes are generated in
homes, schools, hospitals, and businesses. With the fast pace of urbanization,
especially in metro cities, the issue of sustainable management and disposal
of Municipal Solid Waste (MSW) is gaining attention from various
242stakeholders in the society. Central and State Governments and Urban Local Bodies (ULBs) are
contemplating various usages of MSW such as steam and electricity generation, RDF and Compost
generation, Fly ash for bricks manufacturing, etc. Urbanization in India has led to increased migration from
rural to urban areas, exerting pressure on cities to manage MSW. The waste-to-steam model is poised to
be highly effective in India, given the abundant MSW and the country’s rapid economic growth, which will
likely increase per capita waste generation.
D. Industrial Waste
This waste material has a high potential energy content, making it suitable as a fuel source for boilers.
Industrial waste, also known as NRSW, is non-biodegradable. It is typically either landfilled or delivered to
cement factories. Company like Steamhouse are adopting strategies focusing on addressing local waste
issues locally by burning NRSW in a controlled environment. This approach manages waste efficiently and
minimizes transportation-related emissions.
E. Waste gas from Industrial Waste Heat
Certain industries generate waste gases such as methane, carbon monoxide and other inflammable gases
during their generation processes. This includes the production of black carbon, commonly known as soot,
which is a component of fine particulate air pollution resulting from various industrial applications. If
released into the atmosphere, these gases pose significant environmental and health risks. By burning
these waste gases in a waste heat recovery boiler, we can generate steam. This method mitigates
environmental harm and eliminates the need for fossil fuels. Industrial waste heat corresponds to heat
rejected from industrial processes, in which energy (mostly in the form of heat or electricity) is used to
produce high-added value products. Multiple technologies such as waste heat recovery boiler (WHRB),
vapour absorption chillers, organic rankine cycle (ORC), etc. have been deployed by the industries to
recover the industrial waste heat to generate steam, electricity, and produce cooling.
F. Refuse Derived Fuel (RDF)
Refuse-derived fuel (RDF) is a fuel produced from various types of waste such as municipal solid waste
(MSW), industrial waste or commercial waste. RDF consists combustible components of various types of
wastes. These fractions are separated by different processing steps, such as screening, air classification,
ballistic separation, separation of ferrous and non-ferrous materials, glass, stones, and other foreign
materials and shredded into a uniform grain size or also pelletized to produce a homogeneous material
which can be used as substitute for fossil fuels for heating applications or generating electricity. It is a
renewable energy source that ensures waste simply isn’t thrown into a landfill and instead put to good
use.
G. Textile Waste
Textile waste is fabric or clothing that is being generated by textile manufacturing units. Textile waste can
contain chemical wastes and heavy metals that are potentially toxic. This waste material has a high
potential energy content, making it suitable as a fuel source for boilers. Textile waste generated by the
textile industry, process house, Dyeing Mills, including fabric scraps, yarn waste, or garment remnants,
can also be effectively utilized for green steam generation. By processing and preparing this waste through
techniques like shredding or baling, it can be used as a renewable fuel source in dedicated textile waste
boilers. This not only helps in waste management but also reduces the reliance on fossil fuels for steam
generation.
243H. Plastic and Paper Waste
Plastic waste, which poses a significant environmental challenge, can be transformed into a valuable
resource for steam generation. Plastic waste-to-energy technologies, including pyrolysis or gasification,
can convert plastic waste into a fuel gas or liquid fuel, which can be utilized in boilers for steam generation.
This not only helps in plastic waste management but also reduces the dependency on fossil fuels.
I. Agro-waste
A significant amount of agro-waste is generated across the country, which can include crop waste,
animal waste, processing waste and some hazardous waste (such as pesticides and insecticides). This
approach benefits farmers financially, reduces open-air burning of agro-waste and supports
environmental sustainability
3.3 Introduction to Community Boiler service
Steam is an inevitable requirement for most of the process industries like textiles, pharmaceuticals,
chemicals, food processing, fertilizer, plywood, paper, etc. to meet their heat requirements. Traditionally,
industries set up boilers at their own premises to meet the steam requirements. These boilers are small
to medium in size, have low efficiency, and at times safety is compromised, which results in casualties.
The chimneys in industrial areas add PM-5 and PM-10 particles to the environment, causing diseases
because of improper air pollution control equipment and non-professional management.
Steam As A Service (SAAS) through community boilers refers to a model where a company operates a
centralized boiler and distributes the produced steam to various industries for their production processes.
The steam is distributed through a network of pipes to the industries that rely on it for various
applications, such as heating, power generation, sterilization, or industrial processes. These service
providers ensure the reliable generation of steam in required quantity and quality to meet the specific
needs of the end user of steam. Replacing captive boilers with the use of community boilers, there can be
potential savings of up to 25-30% of the fossil fuels that would have been used locally by individual boilers
By outsourcing steam production to a specialized service provider, industries can not only eliminate the
need to invest in their own steam boilers but also focus on their core operations without the burden of
operating and maintaining their own boiler systems. The approach to centralizing steam generation and
distribution promotes efficiency, reduces environmental impact by installing pollution control
mechanisms, and simplifies operations for businesses within the community. The use of community
boilers often results in more efficient and optimized combustion processes as compared to individual
boilers. However, there is a geographical space limitation regarding the installation and placement of new
pipelines to distribute industrial gases in the established industrial clusters in India. Any new entrant
would need to determine where and how to facilitate distribution to customers that are located far from
the generation area without transmission losses. Moreover, those customers who have already provided
a landing for the pipeline installed by an incumbent supplier may not be keen on creating another landing
point for the distribution pipeline offered by such new entrant.
Steamhouse India Limited is the pioneer in community boiler service in India. It also purchases excess
steam/ waste steam generated by industries during their process and acts as a distributor of such steam
by laying distributed pipeline network and supplying the collected steam to its customers. Steamhouse
has established their geographic dominance within industrial clusters through the creation of an exclusive
pipeline network. The limited space available prevents the setup of additional distribution networks by
other companies. Any new market entrants may need to overcome several entry barriers. They will likely
244need to source a significant amount of capital expenditures to be able to provide a centralised generation
and distribution of industrial gasses, including the procurement of community boilers, gas separation and
compression systems, pipelines and materials. Steam generation and distribution – the primary
business model
The steam is generated in a community boiler or steam generator by converting heat energy from various
fossil or renewable fuel sources. The produced steam is then distributed to various industrial end users
through an array of pipelines. The steam generation process using various fuel sources have been
explained in the following sections.
A. Steam generation using fossil fuel (Coal)
The process of steam generation using coal involves the combustion of Crushed coal within a boiler's
combustion chamber to the required sized in fluidized conditions to achieve maximum combustion.
Depending on the geographical area and availability of non-fossil fuel in a particular sector, we reduce our
emission by the use of scientific and automatic handling of coal and the coal ash-controlled movement
and storage of coal. Where coal is the fuel source, hydrated lime is sprinkled on coal to reduce Sox
emission. The heat energy released during combustion transfers to water-filled tubes within the boiler,
causing the water to reach its boiling point and generate steam.
Exhibit 3.12: Process diagram of a coal based steam generation plant
Once the steam is generated, it is distributed to various clients located nearby the common facility. The
distribution system includes a network of pipes, valves, and control systems to transport and regulate the
flow of steam. Steam is transferred through a network of insulated pipes which are designed to transport
high-pressure steam over long distances. The insulation help minimizing heat loss during transportation.
B. Green steam generation using non-fossil fuels
Biomass: Green Steam is generated by using various types of green fuels such as biomass, briquette,
industrial waste, RDF, waste heat, etc. In case of solid fuels, a biomass boiler is used for generating the
steam. In case of MSW, incinerators are also used to burn the waste and generate heat which is then used
in the boiler for generating the steam.
Exhibit 3.13: Process diagram of a biomass boiler based steam generation
245Industrial Wastes: In case of industrial wastes, most of them cannot be used directly. These industrial
wastes are processed to generate liquid fuel or gas which are then used in the boiler to generate the
steam. In general, Anaerobic Digestion (AD) or Bio-methanation process is used to extract gas from
industrial wastewater, spent wash and aqueous waste. In the AD process, organic fraction of the waste is
processed through Biogas Digester which produces methane rich biogas. This biogas can be used for
cooking, heating, steam generation or for power generation.
Industrial Waste Heat: In case of waste heat recovery, the modern waste heat recovery plants are
designed to extract maximum possible energy from waste. The combustion process releases the energy
within the fuel or waste in the form of hot flue gas. The thermal energy within the hot flue gas is recovered
with the help of a Waste Heat Recovery Boiler (WHRB) or Heat Recovery Steam Generator (HRSG)
positioned after the combustion stage. As the hot flue gases flow through the boiler, the thermal energy
is absorbed and eventually converted to steam.
3.3.1 Steam distribution process and structure
The steam distribution system is the essential link between the steam generator and the steam user.
Immaterial of the source, an efficient steam distribution system is essential if steam of the right quality
and pressure is to be supplied, in the right quantity, to the steam using industries. A typical steam
distribution system is shown in the figure below.
Exhibit 3.14: Layout of a steam distribution system
The steam generated in the boiler is conveyed through piping network to the point where its heat energy
is required. One or more main pipes, or 'steam mains' carry steam from the boiler in the direction of the
246steam using plants. Smaller branch pipes then carry the steam to the individual equipment. General layout
and location of steam consuming equipment is of great importance in efficient distribution of steam.
Steam pipes are laid in a manner to maintain the shortest possible distance rather than to follow a building
layout or road etc.
Apart from proper sizing of pipelines, provisions are made for proper draining of condensate which is
bound to form as steam travels along the pipe. Large pockets are used in the piping network to enable
water collection so that water is not carried along with steam. These drain pockets are provided at every
30 to 50 meters and at any low point in the pipe network. The pocket is fitted with a trap to discharge the
condensate.
Exhibit 3.15: Drainage of condensate through steam traps in a steam distribution network
Expansion loops are also necessary in the network to take care of the expansion of pipes when they get
heated up. Automatic air vents are fixed at the dead end of steam mains, which allows removal of
accumulated air.
3.3.2 Additional Revenue sources / business model of a Community Boiler
A. Co-Generation of electricity3
Community boilers can function as cogeneration or Combined Heat and Power (CHP) plants, producing
both electricity and useful heat from a single fuel source. This dual-generation process significantly
improves overall energy efficiency compared to separate production methods.
In a cogeneration-enabled community boiler, fuels such as coal or biomass are combusted to generate
steam or hot water for heating, while simultaneously driving turbines to produce electricity. The waste
heat from electricity generation is recovered and utilized for various thermal applications, improving
overall efficiency. Turbine types like Extraction Cum Condensing or Back Pressure are employed based on
system needs.
B. Carbon credits
International Scenario:
Community boilers that adopt sustainable practices and reduce greenhouse gas emissions can earn
carbon credits under international carbon trading and climate initiatives. These credits can be
monetized through:
1. Carbon Credit Sales to companies, governments, or investors aiming to meet regulatory or
voluntary emission targets.
2. Offset Partnerships with organizations seeking long-term emission offsets.
3 IEA report on cogeneration and renewable energy
2473. Voluntary Carbon Markets, targeting buyers committed to environmental responsibility.
4. Sustainability Labels, such as green or renewable energy certifications, which enhance credit
value.
Indian Scenario:
India is developing the Indian Carbon Market (ICM) to price GHG emissions through tradable Carbon
Credit Certificates. Spearheaded by the Bureau of Energy Efficiency and Ministry of Environment, the
scheme will set sector-specific emissions intensity targets aligned with national climate goals. The
ICM will include both compliance and voluntary mechanisms to encourage wider participation.
India’s efforts support its Nationally Determined Contribution (NDC) to reduce GDP emissions
intensity by 45% by 2030 (from 2005 levels). The Emission Trading Scheme (ETS) pilot in Surat,
launched in 2019 to cap particulate matter emissions, demonstrated success with a 24% reduction.
This market-based model incentivizes industries to either cut emissions or purchase additional
permits, promoting cleaner technologies and low-carbon growth.
C. Revenue from fly ash
Community boilers using coal as a fuel source can generate additional revenue by utilizing coal fly ash—a
byproduct rich in silica and alumina—in various industries. Fly ash can be sold for brick manufacturing,
where it replaces cement to produce stronger, cost-effective, and eco-friendly bricks.
D. Revenue from flue gas sales
Community boilers can generate additional revenue by utilizing flue gases, particularly through the
capture and sale of carbon dioxide (CO₂), which holds commercial value. CO₂ extracted from flue gases
can be used in carbonation for beverages, food preservation and freezing, and as a feedstock in chemical
and polymer manufacturing. Additionally, flue gases retain significant thermal energy, which can be
harnessed using waste heat recovery systems—such as boilers or heat exchangers—to produce extra
steam or hot water for industrial processes or community heating, further enhancing efficiency and
profitability.
E. Revenue from sale of chill water services
Community boiler service providers can tap into an additional revenue stream by offering chilled water
services, leveraging their infrastructure and expertise to meet diverse cooling needs. This can include the
installation of chilled water generation systems for applications such as air conditioning, industrial
processes, and data center cooling.
F. Revenue from advertising on steam pipeline network
Bridges spanning over pipeline infrastructure offer a unique opportunity for advertising, providing high
visibility and a steady revenue stream. Large banners or wraps can be installed on the sides of these
bridges, showcasing company logos, product promotions, or brand messages to pedestrians and motorists
alike. Additionally, illuminated signs enhance visibility during nighttime or low-light conditions,
maximizing the impact of the advertisements. These prominent locations serve as effective platforms for
advertisers while enabling community boiler operators to monetize otherwise unused infrastructure.
G. Revenue from selling of third-party generated steam
248Many industries deploy waste heat recovery boiler (WHRB) or similar technologies to generate steam
from industrial waste heat or industrial waste. This steam is either used in generating electricity and for
process heating or sold to other nearby end-users. Also, in certain industries, steam is generated as a
byproduct in the manufacturing process. A community boiler service provider can purchase this steam
and re-sell it to the nearby end-users through its own steam distribution network. Alternately, the service
provider can also allow the third-party steam generator to use its network and charge rental fees for the
used capacities.
3.3.3 Technology innovation in Community boilers
Steamhouse India, a leader in community boiler industry, has elevated its community boiler monitoring
and assessment system through the application of state-of-the-art technologies. Innovations such as the
Internet of Things (IoT), Supervisory Control and Data Acquisition (SCADA), drones, satellite images, and
steam traps/auto valves have played a crucial role in revolutionizing boiler operations, monitoring, and
maintenance. These technology advancements have led to improvements in efficiency, safety, and overall
performance, making boilers smarter, more reliable, and aligned with the demands of modern industrial
processes.
A. IoT (Internet of Things)
IoT technology is increasingly being used in boilers to enable remote monitoring, data collection, and
control. IoT sensors and devices can provide real-time information about boiler performance,
temperature, pressure, fuel consumption, and emissions. This data can be utilized for condition
monitoring, predictive maintenance, energy optimization, and overall process efficiency improvement.
B. SCADA (Supervisory Control and Data Acquisition)
SCADA systems have found widespread applications in the Indian boiler industry, transforming how boiler
operations are monitored and controlled. These centralized systems provide Indian boiler operators with
a comprehensive view of critical data, consolidating information from various sensors and devices. SCADA
systems offer remote access capabilities, allowing operators to manage multiple boilers and industrial
processes from a central location, reducing the need for on-site personnel and enhancing operational
efficiency. The real-time data acquisition and visualization provided by SCADA systems enable operators
to make informed decisions promptly, responding to alarms and events efficiently. This remote
accessibility and data-driven decision-making contribute to improved productivity and streamlined
operations of boiler facilities.
C. Drones
In India, drones are emerging as a valuable tool for inspecting and maintaining industrial facilities,
including boilers. Drone-based visual inspections of boilers and related equipment offer several
advantages, particularly in India’s diverse and vast industrial landscape. Equipped with high-resolution
cameras, drones can access difficult-to-reach areas and provide detailed imagery of boiler components.
For the boiler industry, this eliminates the need for physical access to confined spaces, reducing safety
risks for inspectors. Drone inspections also support preventive maintenance efforts in boilers, as regular
inspections help identify potential issues early, allowing for timely repairs and minimizing unplanned
downtime.
D. Steam Trap/Auto Valves
249Steam traps and automatic valves are essential components in steam distribution systems. Steam traps
are used to remove condensate from the steam lines, ensuring efficient heat transfer and preventing
water hammer. Automatic valves, such as control valves and safety valves, help regulate steam flow,
pressure, and temperature within the boiler system. Advanced steam trap and valve technologies,
including smart and self-regulating devices, improve energy efficiency, reduce steam losses, and enhance
overall system performance.
3.3.4 Future Technology for Community Boiler
Emerging Technologies for Community Boilers in India
India is exploring several advanced technologies to enhance the sustainability and efficiency of community
boilers. Green hydrogen, produced via electrolysis using renewable energy, holds significant potential as
a clean fuel alternative. With India’s vast solar and wind resources and supportive government policies,
green hydrogen could soon play a key role in decarbonizing industrial steam generation.
Microwave plasma technology is a promising innovation. It uses microwave energy to generate high-
temperature plasma for clean and efficient combustion. This method reduces emissions and allows
flexible fuel use, including biomass and waste materials, making it a strong candidate for future boiler
upgrades.
Concentrated Solar Power (CSP), which harnesses focused solar energy to generate heat, can be
integrated into boiler systems to supplement or replace fossil fuel usage, lowering costs and emissions.
Exothermic reactions can be strategically utilized to generate heat in community boilers. These chemical
processes reduce fuel dependency, cut emissions, and offer customized thermal output based on
industrial requirements.
Small Modular Reactors (SMRs) offer a nuclear-based solution with compact design, factory fabrication,
and modular deployment. Their scalability and smaller footprint make SMRs viable for industrial zones
with high, consistent energy needs, while minimizing traditional nuclear plant limitations.
2504 OVERVIEW OF INDUSTRIES WITH SIGNIFICANT STEAM DEMAND
4.1 Highlights of the Major Steam Consuming Industries in India
The below table represents a summary of industries who are major steam consumers
Exhibit 4.1: Highlights of the major steam consuming industries in India
FY’2025 Industry FY2025-
Major Key
Industry Name Size FY2030
Production hubs Growth Drivers
(INR Billion) CAGR
Textile Industry 14,857 Maharashtra, AP, Policy support, global 6.1%
Haryana, Punjab, demand
Gujarat
Pharmaceutical 6,067 Telangana, AP, Accessibility, acceptability, 11.4%
Industry Maharashtra, Epidemiological factors
Gujarat
Food Processing 490 Maharashtra, Delhi, Changing demographics, 10.3%
Industry AP, UP, Tamil Nadu consumer preference,
changing lifestyle
Chemical Industry 24,320 Gujarat, Government initiatives, 9.2%
Maharashtra, Tamil growth in specialty
Nadu, Odisha chemical sector
Tyre Industry 966 Tamil Nadu, Gujarat, Replacement market, 9.7%
Maharashtra improving road
infrastructure, growing
automobile industry
Paper and Pulp 1,472 Maharashtra, AP, Packaging industry, 12.5%
Industry MP, Karnataka, availability of raw material,
Gujarat, UP increasing literacy rate
4.2 Textile Industry
4.2.1 Introduction
India’s textiles sector is one of the oldest industries in the Indian economy, and is extremely varied, with
hand-spun and hand-woven textiles sectors at one end of the spectrum, and capital-intensive
sophisticated mills at the other end.
The decentralized power looms/ hosiery and knitting sectors form the largest component of the textiles
segment.
Exhibit 4.2: Domestic textile industry in India, FY2020 – FY2030E, (Value in INR billion)
251The textile sector is expected to play a significant role, with a target of US$ 100 billion in exports by
FY2030, up from US$ 37.75 billion in FY2025. India ranks among the top five global exporters in several
textile categories, with exports expected to reach US$ 65 billion by FY2026. The overall Indian textile
industry in FY2019-FY2020 reached INR 8,480 Bn and is estimated to reach INR 20,000 bn by FY2029-
FY2030.
4.2.2 Major Textile hubs in India
Following are the top 5 textile and clothing manufacturing hubs in India:
1. Maharashtra
2. Andhra Pradesh
3. Haryana and Punjab
4. Gujarat
5. Tamil Nadu
4.2.3 Textile industry in Gujarat
Leading national and international companies have invested in Gujarat textile industry owing to the
availability of vast raw materials combined with investor friendly policies. There are more than 1,500 large
and medium textiles units present in Gujarat.
The major textiles hubs in Gujarat are listed below:
Exhibit 4.3: Prominent Textile clusters in Gujarat
252Exhibit 4.4: Existing Textile parks in Gujarat
4.2.4 Drivers of Textile industry in India
A. Exporters gaining from strong global demand
India is the world’s second-largest textile exporter. , New Economic Cooperation and Trade Agreements
with Australia and the UAE would open various opportunities for the Indian textiles and handloom. Indian
textile exports to Australia and the UAE would now face zero duties, and there is possibility of Europe,
Canada, the UK and GCC countries also welcoming Indian textile exports at zero duty. Recently, the
Ministry of Textiles favored a limited deal for the India-UK free trade agreement that could boost the
garments sector. Under the proposed trade agreement, the Textile Ministry expects more market access
for the Indian textiles and clothing sector to achieve its full potential.
B. Policy support has been a key ingredient to growth
The Indian government has introduced several key initiatives to boost the textile sector’s competitiveness,
modernization, and export potential.
253Exhibit 4.5: Highlights of Textile policy in Gujarat
C. Foreign investment flowing into the sector
100% FDI is permitted in the textile sector. Cumulative FDI inflows in the textiles sector (including dyed
and printed textiles) stood at INR 344 billion between April 2000-March 2024. The textiles industry in India
is experiencing a significant increase in collaboration between global majors and domestic companies.
4.2.5 Upcoming major Textile projects and parks in the country
The PM Mega Integrated Textile Region and Apparel (PM MITRA) Park Scheme, launched by the Ministry
of Textiles on October 20, 2021, aims to develop world-class textile parks across seven states—Tamil
Nadu, Andhra Pradesh, Gujarat, Karnataka, Madhya Pradesh, Uttar Pradesh, and Maharashtra—with a
total outlay of INR 44.45 billion. These parks will include advanced infrastructure such as plug-and-play
facilities, power and water supply, and common processing zones to attract cutting-edge technologies and
boost both FDI and domestic investment in the textile sector.
4.3 Pharmaceutical Industry
4.3.1 Introduction
India ranks 3rd worldwide for pharmaceutical production by volume and 14th by value. The country has an
established domestic pharmaceutical industry, with a strong network of 3,000 drug companies and
~10,500 manufacturing units. India is home to more than 3,000 pharma companies with a strong network
of over 10,500 manufacturing facilities as well as a highly skilled resource pool.
Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic
demand in the US and 25% of all medicine in the UK. The domestic pharmaceutical industry includes a
network of 3,000 drug companies and ~10,500 manufacturing units.
Exhibit 4.6: Pharmaceutical industry market size, India, FY2020 – FY2030E, (Value in INR billion)
254India’s domestic pharmaceutical market stood at INR 3,982 billion (US$ 50 billion) in FY2023 and reached
~INR 6,067 billion (US$ 76 billion) by FY2025 and further expand to reach ~INR 10,400 billion (US$ 130
billion) by FY2030.
4.3.2 Major Pharmaceutical hubs in India
1. Telangana
2. Andhra Pradesh
3. Maharashtra
4. Gujarat
4.3.3 Drivers of Indian Pharmaceutical sector
A. Accessibility of medical infrastructure
More than INR 16,000 billion is expected to be spent on medical infrastructure in the next decade. New
business models are expected to penetrate tier-2 and 3 cities. Over 160,000 hospital beds are expected
to be added each year in the next decade.
B. Pradhan Mantri Bhartiya Janaushadhi Pariyojna (PMBJP)
The Government plans to provide free generic medicines to half the population at an estimated cost of
US$ 5.4 billion. Affordable medicines under Pradhan Mantri Bhartiya Janaushdhi Pariyojna (PMBJP)
achieved an impressive sale of INR 1,139 million (US$ 14.24 million) within the first two months. Medicines
available under PMBJP are priced 50% - 90% less than that of branded medicines.
Epidemiological factors
Patient pool is expected to increase over 20% in the next seven years (until 2030), mainly due to rise in
population. New diseases and lifestyle changes are likely to boost this demand further. Increasing
prevalence of lifestyle diseases are some of the other reasons driving this industry forward.
2554.3.4 Upcoming Major Pharmaceutical Projects and Parks in the country
Three bulk drug parks are being set up in Gujarat, Andhra Pradesh, and Himachal Pradesh for producing
raw materials for the pharmaceutical companies. These three states have been finalized after evaluating
applications from 13 states. During the COVID-19 pandemic, the need for bulk drug parks was felt and
these parks would reduce the country’s dependence on foreign countries for the essential chemicals used
by the pharmaceutical industry. The bulk drug park projects will be executed by a State Implementation
Agency and will receive the maximum assistance of INR 10 billion.
The Jambusar Bulk Drug Park, located in Bharuch district, Gujarat, is an ambitious initiative aimed at
bolstering India's self-reliance in the pharmaceutical sector by reducing dependence on imported Active
Pharmaceutical Ingredients (APIs). Spanning approximately 2,000 acres, the park is expected to house
around 400 companies and attract investments exceeding Rs 8,000 crore.
The Gujarat Industrial Development Corporation (GIDC) is overseeing the development of the park, with
infrastructure work anticipated to be completed by the end of 2025. The park will feature essential
common facilities, including effluent treatment, sewage treatment, integrated treatment, storage and
disposal facilities, research and development centres, and common industrial gas services.
This strategic project aligns with the government's Aatmanirbhar Bharat vision, aiming to facilitate local
production of critical APIs, reduce import dependency, and potentially lower costs. It is expected to attract
significant investments and create numerous job opportunities, thereby contributing to the growth of the
economy.
4.4 Food Processing
4.4.1 Introduction
The Food Processing sector in India has a quintessential role in linking Indian farmers to consumers in the
domestic and international markets. The Ministry of Food Processing Industries (MoFPI) is making efforts
to encourage investments across the value chain.
Exhibit 4.7: Size of overall Indian Food industry, India, volume in billion kilograms, FY2020 – FY2030E
256The size of the Indian food processing market is approx. 74% of the overall food market and stood at
approximately INR 490 billion in FY25. The market is expected to grow at a CAGR of 10 - 11% between
FY25 – FY30. The market's largest segment is Bread & Cereal Products in FY25.
Exhibit 4.8: Food Processing industry market size, India, FY2020 – FY2030E, (Value in INR billion)
4.4.2 Drivers of the Indian Food processing sector
A. Increasing population and changing demographics
India’s growing population, rising middle class, and urbanization are driving strong demand for processed
and packaged foods. Changing lifestyles and higher disposable incomes are expected to push food
consumption to USD 1.2 trillion by FY2025-26.
B. Changes in consumer preferences
India’s food industry is rapidly evolving to meet rising demand for convenient, healthy, and flavorful
packaged foods, driven by urbanization, dual-income households, and a young, growing middle class. This
shift is fueling innovation, competition, and expansion across distribution channels.
C. Changing lifestyle
India’s food processing sector is witnessing steady growth, especially in breakfast cereals and baked
snacks, driven by changing lifestyles and consumer preferences. This has led to rising imports of key
ingredients and greater focus on product innovation.
D. Shifting demand from loose to branded packaging
Post-pandemic, consumers increasingly prefer packaged over loose products due to heightened focus on
hygiene and safety. This shift is visible even in rural and small-town markets, where demand for branded,
quality-assured items is rising.
4.4.3 Upcoming major Food processing projects and parks in the country
Under PMKSY, the government has approved 41 Mega Food Parks, 356 Cold Chain projects, and several
other food processing initiatives. Of the 41 parks, 24 are operational and 17 are under implementation.
257Each park receives up to INR 50 crore in grants, aims to house 30–35 units, attract INR 250 crore
investment, and generate jobs for 30,000 people.
The below table captures some of the upcoming notable projects in the Indian food processing sector:
Exhibit 4.9: List of upcoming mega projects in Indian Food processing sector
4.5 Chemicals
4.5.1 Introduction
Chemicals industry in India is extremely diversified, containing more than 80,000 commercial products. It
is largely classified into Bulk chemicals, Agrochemicals, Specialty chemicals, Petrochemicals, Polymers &
Fertilizers. India’s vicinity to the Middle East, the earth's source of petrochemicals feedstock, makes for
economies of scale.
Exhibit 4.10: Chemical industry market size in India, FY2020– FY2030E, (Value in INR billion)
The industry is anticipated to reach INR 37,718 billion (~USD 471 billion) by FY2030 at a Compound Annual
Growth Rate of 9.2%, driven by increasing demand in the end-user segments for specialty chemicals and
petrochemicals sector. Specialty chemicals make up for 22% of the total chemicals and petrochemicals
market in the country.
Key sectors where steam is widely consumed such as chemicals and agrochemicals have encountered
production-related challenges in India during 2024 and 2025, driven by a combination of cyclical,
geopolitical, regulatory, and structural factors.
258The chemicals and agrochemicals industry has been navigating a pronounced downturn since 2024, driven
by a confluence of cyclical, geopolitical, regulatory, and structural forces that is likely to prolong weakness
going forward as well. Cyclically, the sector has faced a sharp correction after the 2020–2022 upcycle, with
global inventory destocking, excess capacity, and muted demand in key export markets leading to
double‑digit volume and price declines, particularly in Indian agrochemical exports in FY2024.
Geopolitically, trade conflicts, renewed Chinese competition at aggressively low prices, and new tariff
regimes in large end markets such as the United States have distorted trade flows, intensified price wars,
and eroded realisations for Indian producers. Regulatory pressures, including tighter environmental
norms, pesticide scrutiny, and compliance costs across major producing regions, have further constrained
capacity utilisation and delayed new investments, even as multinational customers continue to pursue
“China+1” diversification. Structurally, the reset in global supply chains, consolidation among
agrochemical distributors, heightened climate and weather volatility affecting cropping patterns, and a
shift toward more specialised, sustainable chemistries have created production‑planning challenges,
under‑utilised plants, and margin compression.
4.5.2 Major Chemical hubs in India
Gujarat stands out as India’s leading state in the petrochemical and chemical industries, contributing 62%
of the country's petrochemical and 53% of chemical production. With major players like Reliance
Industries operating the world’s largest refinery in Jamnagar, the state has earned the title of
"Petrochemical and Chemical Capital of India." Reliance’s goal of achieving net carbon zero by 2035
further reinforces Gujarat’s strategic role in the future of India’s industrial and green growth.
Maharashtra, Tamil Nadu, and Odisha also play significant roles in India’s chemical landscape.
Maharashtra accounts for around 16% of chemical factories and 17% of national production, with key
zones in Mumbai, Thane, and TTC. In Tamil Nadu, Chennai, Cuddalore, and Ranipet host a mix of
petrochemical, dye, and pharmaceutical industries. Meanwhile, Paradip in Odisha has emerged as a
growing hub, driven by the Paradip Refinery and other chemical infrastructure projects, contributing to
the state's industrial development.
4.5.3 Drivers of the Indian Chemical industry
• Manufacturing and Industrial Growth
• Chemicals play a crucial role in sectors like textiles, pharma, automotive, construction, agriculture,
and consumer goods.
• Applications include:
o Textile chemicals for dyeing and finishing
o Specialty chemicals for pharmaceuticals
o Automotive chemicals like lubricants and coatings
• Focus on Specialty Chemicals
• Shift toward high-value specialty chemicals with niche applications
• Increasing domestic and export demand for:
o High-performance plastics and polymers
o Fine chemicals and intermediates for pharma and agrochemicals
o Specialty coatings, dyes, and adhesives
259• Government Initiatives
• Policies promoting growth and investment in the chemical sector:
o Make in India to attract FDI and boost local manufacturing
o Atmanirbhar Bharat to support self-reliance
o National Chemical Policy for sustainable, innovative growth
o PLI Scheme to enhance competitiveness in chemicals and petrochemicals
4.5.4 Upcoming major Chemical industry projects and parks in the country
India's chemical industry is witnessing significant growth, with several major projects underway to meet
the rising domestic and global demand. Here are some notable upcoming initiatives:
1. Haldia Petrochemicals' Oil-to-Chemical (O2C) Project in Tamil Nadu
Haldia Petrochemicals is investing approximately USD 10 billion in an O2C complex in Tamil Nadu.
2. Bharat Petroleum Corporation Limited (BPCL) Refinery and Petrochemical Project in Andhra Pradesh
BPCL plans to invest USD 11 billion in a new refinery and petrochemical complex in Andhra Pradesh.
3. Indian Oil Corporation (IOC) Refinery Expansions
IOC is expanding its refineries in Panipat, Gujarat, and Barauni, with completion expected by December
2025..
4. Numaligarh Refinery Expansion by Oil India Ltd.
Oil India Ltd. plans to expand its Numaligarh refinery in Assam from the current 60,000 barrels per day
(bpd) to 180,000 bpd by March 2027.
Exhibit 4.11: List of upcoming mega projects in Indian Chemical sector
4.6 Tyre
4.6.1 Introduction
The Indian Tyre industry is estimated to recover from five years of weakness and be on a linear growth
path of nearly 9.7% CAGR between FY2025-FY2030, backed by timely capacity expansion across
companies, Improving demand and steady competitive intensity,
Exhibit 4.12: India Tyre Industry Market Size, FY2020-FY2030E, (Value in INR Bn)
260Tyre manufacturers are placing a growing emphasis on sustainability by developing tyres that are more
fuel-efficient and environmentally friendly. This includes incorporating recycled materials into tyre
production and creating innovative designs that lower rolling resistance, thereby reducing their overall
environmental impact.
4.6.2 Drivers of the Indian Tyre industry
A. Strong headroom for growth of exports from India
India's tyre exports have strong growth potential, especially in car, bus, truck, and industrial segments
where its global share is still low.
B. Growth in the automobile industry
Tyre demand in India is driven by the growth of the automotive sector, including passenger, commercial
vehicles, and two-wheelers. Rising vehicle sales boost OEM tyre demand, while the growing vehicle base
fuels the replacement market.
C. Replacement market
The replacement market significantly drives India's tyre industry, fueled by rising vehicle ownership,
disposable incomes, and wear from poor road conditions. In commercial vehicles, replacement demand
is twice that of OEMs, while it's nearly equal in passenger cars and two-wheelers.
D. Continuously improving road infrastructure and new radial capacities
Radialisation is only 36% in the truck/bus sector and 40% in light commercial vehicles. Backed by rising
awareness of cost benefits, continuously improving road infrastructure and new radial capacities going
on-stream, radialisation levels in commercial vehicle space are expected to reach to 65-70% over the next
four years and create a new modernized and safe alternative.
4.6.3 Upcoming Major Tyre Industry Projects and Parks in the country
The Indian tyre industry is witnessing significant developments aimed at enhancing production capacity,
sustainability, and the cultivation of natural rubber. Notable upcoming projects include investment of INR
100 crore in the Northeast and West Bengal under Project Indian Natural Rubber Operations (INROAD)
by leading tyre manufacturers, including Apollo Tyres, CEAT, JK Tyre, and MRF.
261Exhibit 4.13: List of upcoming mega projects in Indian Tyre sector
4.7 Paper and Pulp
4.7.1 Introduction
India is the 15th largest paper producer in the world and has emerged as the fastest growing market when
it comes to per capita consumption of paper. The domestic market / consumption of paper is over 30
million tons per annum (MTPA).
By FY2030, the domestic paper and pulp industry is projected to rise to INR 2,651 billion growing at a
CAGR of 12 – 12.5%. The paper industry in India looks positive as the demand for upstream market of
paper products, like, tissue paper, tea bags, filter paper, light weight online coated paper, medical grade
coated paper, etc., is growing up.
Exhibit 4.14: Domestic Paper and Pulp industry in India, FY2020 – FY2030E, (Value in INR billion)
4.7.2 Drivers of Indian Paper and Pulp sector
A. Rise in Demand for Paper and Paper Products in India
Rising environmental awareness and industrial growth are driving increased demand for biodegradable
paper products. This has led to a surge in paper mill production across sectors.
B. Packaging industry driving growth
The packaging industry plays a significant role in driving the paper and pulp sector. With the expansion of
e-commerce, FMCG (Fast-Moving Consumer Goods) sector, and retail industry, there is a high demand for
packaging materials like corrugated boxes, cartons, and containers, which are made from paper and pulp.
C. Availability of raw material
262India has abundant availability of raw materials required for paper and pulp production, including wood,
bamboo, and agro-residues. This ensures a consistent supply of raw materials, reducing dependence on
imports and supporting the growth of the sector.
D. Widening spread of education and increase in literacy rate
Rising literacy rates, enrolments, and government education initiatives are boosting demand for
textbooks, notebooks, and paper products. Increased literacy also supports higher circulation of
newspapers and other print media.
4.7.3 Upcoming Major Paper and Pulp Industry Projects and Parks in the Country
Exhibit 4.15: List of upcoming mega projects in Indian Paper & Pulp sector
4.8 Industrial Parks in India
Industrial development is the backbone of a country’s economic growth. India is making it big on the world
stage and making its presence felt. It is because of the massive and rapid industrial development that
brand India is being recognized across the globe. One of the key factors in this development story is the
development of large-scale Industrial parks across the country.
India boasts a vast network of industrial parks, serving as hubs for manufacturing, technology, and various
industries. According to the India Industrial Land Bank (IILB), there are a total of ~4,000 industrial parks
across the country.
The distribution of these parks varies significantly across states. Notably, more than 75% of India's
approximately 3,400 industrial clusters are concentrated in just five states. This concentration highlights
the significant role these states play in India's industrial landscape.
Gujarat was one of the leading states making rapid strides in the development of Industrial Parks.
Bestowed with an impressive shoreline, Gujarat has become the hotbed for industrial parks. With India
taking strides towards becoming a global engine of economic growth, new players are making a foray into
both large-scale and small-scale industrial setups.
The Gujarat model of Industrial establishments is worth mentioning in this regard. In fact, Gujarat stands
in the second position in the Ease of Doing Business (EoDB) rankings of Indian states. Gujarat is one of the
only two states to implement over 300 reforms for doing business which has led to the top spot for the
state.
India has several key industrial parks across various states, serving as hubs for manufacturing, IT,
automotive, pharmaceuticals, and other industries. Some of the most notable industrial parks include:
Major Multi-Sector Industrial Parks
• Delhi-Mumbai Industrial Corridor (DMIC) – One of the largest industrial projects, spanning
multiple states, including Maharashtra, Gujarat, Rajasthan, and Haryana.
263• Sriperumbudur Industrial Park (Tamil Nadu) – Home to major electronics and automotive
companies like Foxconn, Samsung, and Hyundai.
• Sanand Industrial Estate (Gujarat) – A major hub for automobile and manufacturing industries,
hosting Tata Motors, Ford, and Honda.
• Noida-Greater Noida Industrial Area (Uttar Pradesh) – A key zone for IT, electronics, and
manufacturing industries.
• Peenya Industrial Area (Karnataka) – One of Asia’s largest industrial areas, housing small and
medium enterprises (SMEs) in various sectors.
Exhibit 4.16: State/UT-wise number of Industrial Parks, Estates, and Clusters (In alphabetical order) (as on
1st Feb, 2021)
2645 STEAM DEMAND IN INDIAN PROCESS INDUSTRIES
5.1 Derivation of Process Steam Demand in Major Steam Consuming Industries
5.1.1 Pharmaceutical
A. Current Production in India
The pharmaceutical industry in India is expected to reach $100 Bn by 2025 and to $180 Bn by 2030. The
pharmaceutical industry in India is currently valued at $50 Bn. India is a major exporter of Pharmaceuticals,
with over 200+ countries served by Indian pharma exports.
B. Process steam requirement and steam cost as % of revenue
In the pharmaceutical sector, steam is essential for sterilization, purification, and drying processes,
especially for producing high-quality drugs in sterile environments. Clean steam is used in making products
like eye and ear drops and supporting cell or yeast growth. Around 3–3.5 MT of steam is consumed per
unit due to the heterogeneous nature of APIs and bulk drugs. Most operations require 1–2 bar pressure
steam, with some needing 5–8 bar. Steam costs account for nearly 6–8% of a unit’s sales revenue.
Process steam demand estimation
India's pharmaceutical market is projected to reach USD 130 billion by 2030, driven by rising demand for
innovative therapies. Though COVID-19 briefly slowed the sector, recovery was strong due to government
and industry collaboration. Steam demand in pharma is expected to rise from 41,000–43,000 TPH in FY24,
~45,000 TPH in FY25 to 69,000–70,000 TPH by FY30.
Exhibit 5.1: Process steam demand of Pharmaceutical industry, in TPH, India, FY25-FY30E
5.1.2 Textile
A. Current Production in India
In FY2024, the textile production in the country stood at approximately 5.9 million metric tons.
B. Process steam requirement and steam cost as % of revenue
265In the textile and apparel industry, steam is essential for processes like dyeing, printing, drying, and
washing. About 4 kg of 2–5 bar steam is used per kg of fabric, with steam costs making up roughly 2.5–4%
of the fabric’s sales revenue.
C. Process steam demand estimation
The textile industry in India is particularly robust due to the wide diversity of natural and synthetic fibers
and yarns. By 2030, the textile sector in India is anticipated to attract investments totaling US$ 900 billion.
The demand for steam in the textile industry has been estimated based on the industry growth trends and
the demand for steam is expected to grow from , ~33,000 in FY25 to 53,000- 55,000 TPH in FY30E.
Exhibit 5.2: Process steam demand of Textile industry, in TPH, India, FY24 to FY30E
5.1.3 Food Processing
A. Current Production in India
India’s food processing sector plays a key role in connecting farmers to markets and is supported by the
Ministry of Food Processing Industries (MoFPI) to boost investments. The sector accounts for 12.41% of
employment in registered factories, employing around 2.03 million people. Of the ~41,000 units in India,
about 40% use minimal or no steam in their processes.
B. Process steam requirement and steam cost as % of revenue
Food processors typically use “clean” or “culinary” steam for direct product contact or sterilization of
surfaces. Each unit consumes about 1.2–1.5 TPH of steam, with pressure ranging from 1–10 bar depending
on the food type. Steam costs account for roughly 2–3% of sales revenue per unit.
C. Process steam demand estimation
The Indian food processing sector is anticipated to increase at a CAGR of 5% during the period from FY24
to FY30 and 5.1% during FY25-FY30. The industry is driven by the high-value processing of various
agricultural products, increased urbanization, rising disposable incomes, the rise of nuclear families, and
the demand for convenient food. The demand for steam in the food processing industry has been
estimated based on industry growth trends and the demand for steam is expected to grow from 23,000
to 24,000 TPH in FY25 to 29,000- 30,000 TPH in FY30E.
266Exhibit 5.3: Process steam demand of Food processing industry, in TPH, India, FY24 to FY30E
Rice
A. Current Production in India
India, the world’s second-largest rice producer and top exporter, increased production from 53.6 million
tons in FY18 to 125 million tons in FY25.
B. Process steam requirement and steam cost as % of revenue consumption norm
Rice milling processes like parboiling, steaming, and drying require significant steam generated by
industrial boilers. Around 0.1–0.2 kg of 4–5 bar steam is used per kg of rice, with steam costs accounting
for 2–3% of the rice’s sales revenue.
C. Process steam demand estimation
The demand for steam in the rice industry has been estimated based on the industry growth trends and
the demand for steam is expected to grow from 7,500 to 8,000 TPH in FY24, ~9,000 TPH in FY25 to 11,500-
12,500 TPH in FY30E.
Exhibit 5.4: Process steam demand of Rice industry, in TPH, India, FY25 to FY30E
267Dairy
A. Current Production in India
India retained its position as the world’s top milk producer in FY25 contributing ~25% of global output
with 240 million tonnes—up ~4% from FY23 and 5.62% over the past decade.
B. Process steam requirement and steam cost as % of revenue
Steam boilers are used for processing raw milk under high temperatures to ensure that it is safe for usage
and other milk processing operations. Approximately 0.12 kg of steam is consumed for production of
every liter of milk (based on limited industry interactions). It is estimated that cost of steam constitutes
approximately 0.5 – 1% of the revenue generated from sales of every unit of dairy product.
C. Process steam demand estimation
. The demand for steam in the dairy industry has been estimated based on industry growth trends and
the demand for steam is expected to grow from 6,500 to 7,500 TPH in FY24, 7,700 in FY25 to 13,000-
14,000 TPH in FY30E.
Exhibit 5.5: Process steam demand of Dairy Industry, in TPH, India, FY2025 to FY2030E
5.1.4 Paper and Pulp
A. Current Production in India
India’s paper production includes printing/writing papers (like copier, bond, map litho), packaging papers
(like Kraft, boards), and specialty papers (like chromo and art paper). With around 600 mills, including 12
major global players, the paper and pulp market reached approximately 25 million metric tons in FY25.
B. Process steam requirement and steam cost as % of revenue consumption norm
Paper mills and corrugated packaging plants use rolls that are internally heated with steam. Maintaining
a uniform temperature across the surface of the roll is essential for making a quality product. Since steam
is a gas, it fills the entire volume of the roll and evenly distributes heat as it condenses. Approximately 1.6
to 2.2 kilogram of steam is consumed for processing one kilogram of paper (based on limited industry
interactions). It is estimated that the cost of steam constitutes approximately 5 – 7% of the revenue
generated from sales of every kilogram of paper.
268C. Process steam demand estimation
In view of the large potential for growth aided by a growing economy, the paper industry is expected to
continue to grow in sync with economic growth recording 6% growth per annum. The demand for steam
in the paper and pulp industry has been estimated based on industry growth trends and the demand for
steam is expected to grow from 9,000 to 9,500 TPH in FY24, FY25 to 12,000-13,500 TPH in FY30E.
Exhibit 5.6: Process steam demand of Paper and Pulp industry, in TPH, India, FY2024 to FY2030E
5.1.5 Distillery
A. Current Production in India
India's alcoholic beverage market, valued at USD 60.48 billion, is among the fastest growing globally. Post-
pandemic recovery saw strong momentum, with spirit volumes reaching ~3,500 million liters in FY23. The
market is expected to grow from USD 44 billion in 2024 to over USD 55 billion by 2027, offering significant
opportunities, especially in the beer segment.
B. Process steam requirement and steam cost as % of revenue consumption norm
Steam is used as part of the sterilization step and can also be used to heat the caustic. It is also used for
heating the kettle, for sanitation and sterilization, for pasteurized heating, to maintain precise
temperatures and to meet production demands efficiently. Approximately 3.4 to 6.6 kilogram of 1.5 to
3.5 bar pressure steam is consumed for production of one kilogram of spirit. It is estimated that the cost
of steam constitutes approximately 1 – 1.5% of the revenue generated from sales of every unit of spirit.
C. Process steam demand estimation
269The domestic spirits sector grew at a CAGR of more than 6.8%, making it one of the world's fastest-growing
markets. The future for India's alcoholic drinks industry remains good, owing to favorable demographics,
a growing middle-class, rising disposable income levels, a penchant for luxury food and drink experiences,
and increased societal acceptability of alcoholic beverages. The demand for steam in the distillery industry
has been estimated based on the industry growth trends and the demand for steam is expected to grow
from 7,500 to 8,500 TPH in FY24, 8,700 TPH in FY25 to 14,000-14,500 TPH in FY30E.
Exhibit 5.7: Steam demand of Distilleries, in TPH, India, FY24 to FY30E
5.1.6 Fertilizer (Urea)
A. Current Production in India
Urea is used as a fertilizer and feed supplement, as well as a starting material for the manufacture of
plastics and drugs. At present, the country’s urea (conventional) production stands at 31.4 million metric
tons.
B. Process steam requirement and steam cost as % of revenue
Steam is used as part of the Urea melting process and multiple other processes. Approximately one
kilogram of steam is consumed for production of one kilogram of Urea. It is estimated that the cost of
steam constitutes approximately 15 – 18% of the revenue generated from sales of every unit of urea.
C. Process steam demand estimation
The Indian Urea market is anticipated to increase at a CAGR of 2.7% during the period from FY25 to FY30
from 37 million tons to 43 million tons, respectively. In the coming years, the demand for steam in the
Urea industry has been estimated based on industry growth trends and the demand for steam is expected
to grow from 3,700 to 3,800 TPH in FY24, FY25 to 4,000-4,500 TPH in FY30E.
270Exhibit 5.8: Process steam demand of Urea Industry, in TPH, India, FY24 to FY30E
5.1.7 Wood
A. Current Production in India
India’s domestic furniture sector is valued at nearly $20 billion USD. Wood accounts for nearly 65% of all
furniture made in India.
B. Process steam requirement and steam cost as % of revenue
Steam in the wood industry is typically seen to be used for cleaning, drying the moisture content in the
wood, chips cooking, curing, sterilizing, packaging, etc. It is estimated that the cost of steam constitutes
approximately 7 – 8% of the revenue generated from sales of every unit of wood.
C. Process steam demand estimation
The Indian wooden furniture market has enormous opportunities for manufacturers to innovate and deal
with growing demand in the wood furniture The demand for steam in the Wood industry has been
estimated based on industry growth trends and the demand for steam is expected to grow from 4,000 to
4,500 TPH in FY24, 4,700 TPH in FY25 to 8,500-9,000 TPH in FY30E.
271Exhibit 5.9: Process steam demand of Wood industry, in TPH, India, FY25 to FY30E
5.1.8 Tyre
A. Current Production in India:
The Indian Tyre industry is estimated to recover from five years of weakness and be on a linear growth
path of nearly 8% CAGR over the next five years, backed by timely capacity expansion across companies,
improving demand, steady competitive intensity, and peak capex.
B. Process steam requirement and steam cost as % of revenue
. Around 2 kg of steam is required per kg of rubber, with steam costs comprising about 1–1.5% of tyre
sales revenue. Reliable boiler performance is critical to avoid costly production downtime.
C. Process steam demand estimation
The Indian tyre industry is driven by tailwinds prevalent in the automotive industry. The Indian tyre market
is anticipated to increase at a CAGR of ~7% during the period from FY2025 to FY2030. The demand for
steam in the Tyre industry has been estimated based on industry growth trends and the demand for steam
is expected to grow from 1,300 to 1,500 TPH in FY24, 1,500 TPH in FY25 to 2,000-2,500 TPH in FY30E.
Exhibit 5.10: Process steam demand of Tyre industry, in TPH, India, FY24 to FY30E
2725.1.9 Chemical (Soda Ash and Ethanol)
A. Current Production in India
. The country's chemical production (including ethanol and soda ash) is ~9.5 million MT, with India set to
drive over 20% of global incremental chemical consumption in the next 20 years.
B. Process steam requirement and steam consumption as % of revenue
Steam is commonly used in the chemical process industries (CPI) for process heating, power generation,
atomization, cleaning, and sterilization, moisturization and humidification, among other applications.
Approximately 1.5 kg of steam is consumed for production of one kilogram of chemical (ethanol and soda
ash) (based on limited industry interactions). It is estimated that the cost of steam constitutes
approximately 11 -13% of the revenue generated from sales of every unit of chemical product produced.
C. Process steam demand estimation
The Chemical sector is projected to grow at a CAGR of ~7% during 2024–30 and by 7 to 10% during 2027–
40—tripling its global market share by 2040. This growth is expected to be driven by a range of factors
such as India is expected to account for more than 20% of incremental global consumption of chemicals
over the next two decades. The demand for steam in the Chemical industry (Soda ash and Ethanol) has
been estimated based on industry growth trends and the demand for steam is expected to grow from
4,000 to 4,300 TPH in FY24, FY25 to 5,500-6,500 TPH in FY30E.
Exhibit 5.11: Process steam demand of Chemical industry (Soda Ash and Ethanol), in TPH, India, FY24 – FY30E
5.2 Overall process steam demand estimation for India
Total process steam requirement of these 11 major industries (Pharma, Textiles, Food processing, paper
& pulp, Rice, Distillery, Dairy, Urea, Wood, Tyre and Chemical) stands at approx. 150,000 TPH at the end
of FY25. These industries account for approximately 80% of the overall process steam requirement in the
country. Hence, overall process steam requirement of India stands at approx. 186,000 TPH.
Considering individual growth in steam requirement for each industry, overall process steam requirement
of the country is expected to grow from approx. 186,000 TPH in FY25 to 292,000 TPH in FY30, at a CAGR
of 9.5%. This growth can also be validated from the growing demand for industrial heating equipment in
various process industries. Moreover, various government initiatives such as Make in India, National
Manufacturing Policy, etc. are further anticipated to spur demand for process boilers and heating
273equipment across the country during the forecast period. Some of the major companies operating in
Indian process boiler market are Thermax Limited, Cheema Boilers Limited, Forbes Marshall, Industrial
Boilers Limited, Thermodyne Engineering Systems, among others.
Exhibit 5.12: Overall process steam demand, in TPH, India, FY24 to FY30E
Gujarat has emerged as a key manufacturing state in India with 239 GIDC estates. The map of GIDC estates
across Gujarat is as under:
2745.3 Non-Government Organizations (NGOs) promoting Community Boiler
There are various Non-Government Organizations (NGOs) in India working towards promoting energy
efficiency, sustainability, and industrial development. Some of these organizations are involved in
supporting or advocating for the concept of community steam boilers.
A. Centre for Science and Environment (CSE)
CSE is a research and advocacy organization working on environmental issues. They undertake projects
and campaigns related to sustainable energy and industrial practices.
Recommendations of CSE
• It is recommended that industrial associations, with the support of industrial development agencies
like HSIIDC and RIICO, should initiate preliminary feasibility studies of installing community boilers in
industrial areas.
• States should encourage and share the technical and environmental benefits of having such systems
with owners and administration of industrial units.
• Community boilers should be included in the developmental plan of an industrial area at the planning
stage itself as a basic necessity, and sufficient land should be allocated for such facilities in the initial
development stage of the area.
• Industrial units should prefer community boilers over small boilers, should be included in industrial
policy.
• Stakeholder interactions should be conducted between owners and administration of industrial units,
industrial associations, boiler manufacturers, industrial development agencies and technology
providers to understand the cost economics and benefits in detail.
B. World Resources Institute (WRI)
WRI India is a research organization with experts and staff who work closely with leaders to turn big ideas
into action to sustain a healthy environment—the foundation of economic opportunity and human well-
being.
Recommendations of WRI
• The anticipated primary solution for the ease of operations with the least air pollution and improved
energy efficiency loss has a community co-generation system through which heat (in the form of
steam) can be supplied to member industries.
• Introducing sustainable fuel options for heat generation would suffice to have less pollution and
achieve a circular economy of heat generation for small boilers owning industrial units in industrial
cluster.
C. CEE and TERI: Promoting Industrial Boiler Efficiency in India
Centre for Energy and Environment (CEE):
Boiler Best Practices Program: CEE's flagship program focuses on improving boiler operation and
maintenance practices in existing industrial facilities. This includes:
275• Assessments and Audits: .
• Training and Capacity Building:
Dissemination of Knowledge: Promotion of Energy-Efficient Boiler Technologies: Policy
Advocacy:
The Energy and Resources Institute (TERI):
Industrial Energy Efficiency Programme (IEEP): TERI's IEEP is a comprehensive program that assists
industries in identifying and implementing energy-saving measures across various operations, including
boiler systems. This includes:
• Energy Audits and Assessments
• Techno-Economic Feasibility Studies:
• Implementation Support: .
• Development and Demonstration of Innovative Technologies:
• Capacity Building and Awareness Programs:
5.4 Indian Companies Offering Industrial gas through distributed pipeline
network
A. STEAMHOUSE INDIA LIMITED
Steamhouse India Limited is a Gujarat-based company engaged in the generation and centralized
distribution of industrial gases, primarily steam and nitrogen, through a dedicated and integrated pipeline
network.
B. PR ECOENERGY PVT LTD
PR Ecoenergy Limited is a Gujarat-based company that manufactures steam systems, management
services, heat systems, heaters, thermostats, and heating devices.
C. Detox India Private Limited
Detox India Private Limited, is a Gujarat-based company operating in the environmental sector, in waste
management and remediation services.
D. Linde India
Linde India Limited, formerly BOC India, is a subsidiary of Linde Plc. It produces, supplies, and manages
industrial, medical and specialist gases.
E. Ellenbarrie
Ellenbarrie Industrial Gases Ltd. is engaged in the business of oxygen and nitrogen. The Company is a
manufacturer and supplier of industrial gases in the eastern and southern India, both in bulk and packaged
form.
2765.5 Financial Comparison of peers in the Industrial Gas segment
Financial benchmarking of key peer companies for the Financial Year 2025
For the period ended March 31, 2025
Steam PR Eco Detox India
Particulars Linde
house energy Ellenbarrie Private
India Ltd
India Ltd Limited Limited
Revenue from Operations (₹ millions) 3,951.06 24,853.76 NA 3,124.83 NA
Revenue from Operations Growth (%) 35.44% (10.23%) NA 15.96% NA
EBITDA (₹ millions) 693.16 7,650.91 NA 1,097.36 NA
EBITDA Margin (%) 17.54% 30.78% NA 35.12% NA
Profit/ (Loss) for the Year/period (₹ Millions) 311.61 4,548.45 NA 832.89 NA
PAT Margin (%) 7.82% 17.81% NA 23.90% NA
Net Cash generated from operating activities (₹ Millions) 1070.98 5,835.95 NA 42.75 NA
Return on Equity (%) 23.53% 11.91% NA 16.88% NA
Return on Capital Employed (%) 17.20% 16.39% NA 16.92% NA
Net Debt to Equity (times) 1.63x (0.04x) NA 0.49x NA
Source: Company Financial Statements, F&S Analytics
Financial benchmarking of key peer companies for the Financial Year 2024
For the period ended March 31, 2024
Steam PR Eco Detox India
Particulars Linde
house energy Ellenbarrie Private
India Ltd
India Ltd Limited Limited
Revenue from Operations (₹ millions) 2,917.10 27,686.69 624.27 2,694.75 1,591.19
Revenue from Operations Growth (%) (7.55%) (11.70%) (1.62%) 31.38% (37.70%)
EBITDA (₹ millions) 684.06 7,023.23 133.69 615.30 (118.42)
EBITDA Margin (%) 23.46% 25.37% 21.42% 22.83% (7.44%)
Profit/ (Loss) for the Year/period (₹ Millions) 271.86 4,340.86 72.65 452.89 (810.70)
PAT Margin (%) 9.27% 15.25% 11.26% 15.61% (50.05%)
Net Cash generated from operating activities (₹ Millions) 210.16 4,403.97 92.42 437.47 165.53
Return on Equity (%) 26.26% 12.52% 20.55% 11.05% 223.31%
Return on Capital Employed (%) 20.24% 16.90% 18.39% 12.31% (18.49%)
Net Debt to Equity (times) 1.77x (0.28x) 1.06x 0.42x (7.76x)
Source: Company Financial Statements, F&S Analytics
Financial benchmarking of key peer companies for the Financial Year 2023
For the period ended March 31, 2023
Steam PR Eco Detox India
Particulars Linde
house energy Ellenbarrie Private
India Ltd
India Ltd Limited Limited
Revenue from Operations (₹ millions) 3,155.39 31,355.20 634.55 2,051.07 2,553.96
Revenue from Operations Growth (%) NA NA NA NA NA
EBITDA (₹ millions) 579.43 7,648.37 104.63 335.88 (256.19)
EBITDA Margin (%) 18.36% 24.39% 16.49% 16.38% (10.03%)
Profit/ (Loss) for the Year/period (₹ Millions) 333.99 5,380.59 54.18 281.42 (929.67)
PAT Margin (%) 10.55% 16.61% 8.50% 12.58% (36.18%)
Net Cash generated from operating activities (₹ Millions) 463.90 6,291.84 105.94 387.47 (206.82)
Return on Equity (%) 58.76% 17.14% 20.53% 7.75% (206.29%)
Return on Capital Employed (%) 32.88% 19.89% 17.59% 8.79% (19.61%)
Net Debt to Equity (times) 1.82x (0.38x) 0.93x 0.24x 5.91x
Source: Company Financial Statements, F&S Analytics
Notes accompanying KPIs of Steamhouse India Limited:
2771. EBITDA is calculated as Profit/ (Loss) for the year/period less Other income add Finance costs, Depreciation and
amortization and impairment expense and Total tax expenses
2. EBITDA Margin is calculated as EBITDA divided by revenue from operations
3. PAT for Steamhouse India Limited is Restated Profit after tax for the year/period
4. PAT Margin is calculated as profit after tax for the year/period as a percentage of total income.
5. Return on Equity is calculated as profit after tax for the year/period as a percentage of Total Equity for the year/period.
6. Return on Capital Employed is calculated as earnings before interest and tax (EBIT) divided by Capital Employed. EBIT is
calculated as EBITDA add other income minus Depreciation, amortization and impairment expenses while Capital
Employed is calculated as a total of Total Equity and current borrowings and non-current borrowings
7. Net Debt to Equity Ratio is calculated as Net Debt divided by total equity. Net Debt is calculated as non-current
borrowings plus current borrowings less cash and cash equivalents less other bank balances.
Notes accompanying KPIs of Linde India Limited, PR Eco Energy Limited, Detox India Private Limited, and Ellenbarrie:
1. EBITDA is calculated as Profit/ (Loss) for the year/period less Other income add Finance costs, Depreciation and
amortization, Total income tax expenses, Share of profit/(loss) from Joint venture and exceptional items
2. EBITDA Margin is calculated as EBITDA divided by revenue from operations
3. PAT Margin is calculated as profit after tax for the year/period as a percentage of total income.
4. Return on Equity is calculated as profit after tax for the year as a percentage of Total Equity for the year.
5. Return on Capital Employed is calculated EBIT divided by Capital Employed. EBIT is calculated as EBITDA add other
income minus depreciation & amortization expenses while Capital Employed is calculated as a total of Total Equity and
current borrowings and non-current borrowings
6. Net Debt to Equity is calculated as Net debt divided by Total Equity. Net Debt is calculated as total of Current borrowings
and Non-current borrowings less cash & cash equivalents and other bank balances
* For Linde India Ltd., Fiscal 2022 numbers represent CY21 (Jan'21-Dec'21) as the company followed calendar year accounting till 2021.
FY23 numbers represent the 15 months period Jan’22-Mar’23.
6 CONCLUSION
6.1 Benefit of Community Boiler Over Captive Boilers
Cost Efficiency
• Community Boiler: Shared infrastructure reduces capital and operational expenditure for
individual users.
• Captive Boiler: High upfront and maintenance costs borne entirely by the single user.
Space Savings
• Community Boiler: Centralized plant frees up valuable real estate at the user’s facility.
• Captive Boiler: Requires dedicated space, often a constraint in urban or space-tight settings.
Operational Convenience
• Community Boiler: Operated and maintained by a professional third party—ensures consistent
performance, compliance, and 24/7 monitoring.
• Captive Boiler: User must handle O&M, spares, skilled manpower, and regulatory compliance
internally.
Energy Optimization
• Community Boiler: Can integrate waste heat recovery, renewable energy (e.g., biomass, solar
steam), and advanced control systems for better efficiency across users.
• Captive Boiler: Limited scope for such integration unless scale and investment justify it.
278Regulatory Compliance
• Community Boiler: Managed by specialized operators familiar with pollution norms, boiler
inspections, and safety standards.
• Captive Boiler: Risk of non-compliance if not properly staffed or updated.
Scalability & Flexibility
• Community Boiler: Easy to scale up capacity with aggregated demand across industries.
• Captive Boiler: Any scale-up requires additional investment and downtime.
Sustainability
• Community Boiler: Easier to incorporate cleaner fuels (biomass, green hydrogen, solar thermal),
supporting ESG goals and government mandates.
• Captive Boiler: Switching fuels or upgrading systems is costly and complex.
Ideal For:
• Industrial parks
• SEZs
• Food processing clusters
• Pharma, textile, or chemical hubs with steam/heat demand
The below table represents a holistic view of array of benefits that a Community Boiler offers over a
captive boiler user:
Exhibit 6.1: Comparison between Captive Boiler and Community Boiler
Parameters Captive Boiler Community Boiler
INR 25-30L / TPH for a low pressure
Capex including all the For Community Boiler of 60 TPH with
steam boiler including all accessories
accessories pressure range 45 Bar ~ INR 25-30 Cr
and softwares
Minimum 1,500 – 2,500 sq. meters for Area required for 60 TPH is 3000 Sq.
Area requirement
a boiler of 6 – 10 TPH capacity Meters
Manpower requirement 10 for Boiler Upto 10 TPH 40 for Boiler upto 60TPH
50-65% (Boilers with more than 10 80-83% efficiency achieved in
Boiler efficiency
years age, run at 50-55% efficiency) community boiler
INR 1.50- INR 2.25 for generating super
heated steam of approx. 45 Bar. Super
INR 1.8 – INR 6.0 for generating low
heated steam requires approx. 1.6 to
Variable cost for steam perssure steam up to 6 – 8 Bar. Variable
1.7 times extra heat than low pressure
generation cost varies depending upon boiler
steam. Hence, equivalent variable cost
efficiency and types of fuel used.
for generating low pressure steam in a
Community boiler would be less than
279INR 0.9 – INR 1.3 depending upon type
of fuel used.
Varies from 150 – 500 mg / Nm3 for Varies from 10-50 mg/Nm3 for boilers
Pollution level
boilers upto 10 TPH capacity upto 30TPH
Community Boiler player Steamhouse
Most of the companies do not use any
India Limited uses Monitoring and
monitoring and efficiency imporvement
Technology usage efficiency imporvement technology; a
technology; a few of them reported
few of them reported usage of SCADA,
usage of SCADA, Effimax 4000, etc.
ESP etc.
6.2 Growth Potential of Community Boilers in the country
As mentioned in the Chapter 4, process steam demand in the country currently stands at approx. 186,000
TPH and expected to reach 290,000 TPH by 2030.
Considering various advantages of Community Boiler model and favouring policies, based on discussions
with the regulators and industry stakeholders, on a conservative basis, Community boiler has the potential
to acquire 3% share of the process steam demand in the country over the next 5 years.
This translates to potential of approx. 10X increase in the installed capacity of Community Boilers in the
country. On A CAGR basis, this indicates 55 – 60% CAGR in the installed capacity of community boilers in
the country.
6.3 Factors Aiding Growth of Community Boiler in India
Recognizing the challenges posed by managing individual generation assets, process industries are
increasingly turning to centralized generation and distributions services. The complexities, maintenance
demands, and substantial capital investments linked to standalone boiler operation present significant
hurdles. Community industrial gas generation and distribution systems provide a compelling solution,
offering a centralized infrastructure that streamlines operations and enhances efficiency for industries.
This shift is primarily driven by the potential for significant operational and financial advantages, enabling
shared resources and collaborative management to alleviate the burdens of individual boiler
maintenance.
6.3.1 Regulatory Push
The prevailing trends in the process boiler sector, marked by the adoption of advanced technologies like
condensing systems and low NOx burners, reflect a growing emphasis on emissions reduction and
enhanced energy efficiency.
Furthermore, the overarching trend across diverse process industries, from Pharma and Textiles to Food
& Beverage, centers on digitalization, automation, and a concerted effort to diminish carbon footprint
through energy-efficient measures and investments in renewable energy and this landscape presents a
favorable opportunity to companies in the sector. The rising focus on connectivity and intelligence in
process plants aligns seamlessly with the capabilities of community steam boilers, allowing plant
managers to enhance efficiency significantly.
6.4 Community Boilers Threats and Challenges
Community boilers face several key threats that impact their operation and long-term sustainability.
2801. Maintenance Challenges: Over time, boilers naturally experience wear and tear, which necessitates
regular repairs to keep them functioning efficiently. As the infrastructure ages, the cost of maintaining or
replacing these systems can become a significant financial burden, requiring ongoing attention and
investment. The longer the system is in operation, the more frequent and costly repairs may become,
further straining resources.
2. High Operational Costs: Inefficient systems are a major concern for community boilers, as they lead to
increased fuel consumption and higher maintenance costs. As these systems become less efficient, the
amount of fuel required to keep them operational rises, which directly impacts the overall cost of
operation. Additionally, larger boiler systems may require specialized technicians for maintenance and
repairs, further increasing service expenses. These rising operational costs can strain budgets, especially
for communities with limited financial resources.
3. Regulatory Compliance: Stricter safety and environmental regulations are another challenge for
community boilers. These regulations may require expensive upgrades to meet new standards, forcing
operators to invest in technology or infrastructure improvements. Non-compliance with these regulations
could have serious consequences, including hefty penalties or even the complete shutdown of the system,
which could leave residents without an essential service.
4. Technological Integration: Integrating modern technologies into existing community boiler systems is
a complex and costly process. Retrofitting older systems with renewable energy solutions, such as solar
or wind power, or installing smart meters for improved monitoring can be prohibitively expensive.
Moreover, older systems may struggle to incorporate newer, more efficient technologies, which can result
in lower performance or missed opportunities for optimization.
5. Fuel Supply Vulnerabilities: Fuel supply disruptions pose a significant risk to the efficiency and cost-
effectiveness of community boilers. Variations in fuel prices or interruptions in supply can disrupt the
system’s performance, leading to increased operational costs. Moreover, if a boiler system relies on a
specific fuel type, it may be exposed to long-term sustainability risks, especially if that fuel becomes more
expensive.
6.5 Process Steam Boilers Threats and Challenges
Process steam boilers face several significant threats that can jeopardize their efficiency, safety, and long-
term reliability.
1. Pressure Fluctuations:
Pressure fluctuations within a process steam boiler system can lead to dangerous operating conditions
and potential equipment damage. Pressure inconsistencies, if not properly managed, can cause safety
valves to activate unnecessarily, disrupt the system’s performance, or even result in catastrophic failures.
2. Improper Boiler Water Treatment:
The proper treatment of boiler water is essential to maintaining system efficiency and preventing issues
such as scale build-up and corrosion. When water treatment is inadequate or improperly executed,
impurities like minerals, dissolved gases, and contaminants can accumulate in the system. These
impurities can lead to the formation of harmful deposits, accelerate corrosion, and ultimately reduce the
overall efficiency of steam production.
2813. Fuel Quality and Supply Issues:
Inconsistent or poor-quality fuel is another threat to the proper functioning of a process steam boiler.
When the fuel quality is compromised, incomplete combustion can occur, leading to inefficient energy
use, poor performance, and potentially harmful emissions. Additionally, a disruption in the fuel supply can
cause interruptions in steam production, which may affect overall production processes.
4. Overheating:
Overheating is a significant risk for process steam boilers, especially when the system operates
continuously at high temperatures without proper maintenance or monitoring. Excessive heat can cause
wear on critical components such as pressure valves, heat exchangers, and seals, potentially leading to
component failures. Boilers need to be equipped with temperature controls that can monitor and regulate
heat levels.
5. Control System Failures:
The control system of a process steam boiler plays a crucial role in regulating critical parameters like water
levels, pressure, and temperature. A malfunction in the control system can result in improper regulation,
leading to hazardous conditions such as low water levels, excessive pressure, or overheating. In such
situations, the safety of the boiler and its operators can be at risk, potentially causing system failures or
accidents. Regular testing, calibration, and maintenance of control systems are necessary to prevent these
failures and ensure the safe and efficient operation of the boiler.
6.6 Potential Business Opportunities for Community Boilers
6.6.1 Large Capacity Community Boilers for the Upcoming Industrial parks
India’s rapid industrial development, highlighted by the growth of over 3,400 industrial clusters
and large-scale parks—particularly in Gujarat, which ranks second in Ease of Doing Business—
presents a strong opportunity for the expansion of community boilers as a centralized, efficient
energy solution. The Gujarat model, backed by proactive governance and environmental
compliance, serves as a benchmark for other regions like Delhi-NCR, where similar
implementation through state-industrial agencies such as HSIIDC and RIICO is encouraged. This
shift aligns with CPCB guidelines and supports sustainable industrialization by replacing smaller,
inefficient boilers. Additionally, community boiler service providers can diversify revenue through
avenues such as co-generation of electricity, ash utilization in construction, flue gas and chilled
water sales, nitrogen provision, steam pipeline advertising, and partnerships for steam resale or
rental, creating a robust, eco-friendly ecosystem for industrial energy needs.
6.6.2 Community Steam's Growth Through Innovative Technologies in India
India’s push toward a sustainable energy future presents significant opportunities for the growth
of community boilers through the integration of innovative technologies. Green hydrogen,
derived from solar and wind energy, offers a clean fuel alternative, while microwave plasma
technology enables efficient, low-emission combustion. Incorporating Concentrated Solar Power
(CSP) can supplement heat generation and reduce fossil fuel dependence, cutting operating
costs. Additionally, utilizing exothermic reactions allows for cost-effective and customizable heat
282generation. As India invests in these transformative solutions, community boilers are set to play
a key role in advancing the country’s renewable energy goals.
6.7 Critical Success Factors
To succeed as a community boiler player in India, companies like Steamhouse must focus on
several critical factors that ensure both strong market positioning and long-term sustainability. A
key starting point is understanding market demand by assessing the specific heating or steam
requirements of target communities, identifying inefficiencies in current systems, and delivering
a compelling value proposition. Building robust infrastructure—including well-designed boiler
plants, distribution networks, and storage facilities—is essential for reliable operations.
Prioritizing fuel efficiency and environmental sustainability by integrating advanced technologies,
such as efficient boilers, renewable energy, and waste heat recovery systems, not only reduces
environmental impact but also offers cost benefits that can attract customers.
Cost-effectiveness, service reliability, and stakeholder engagement further contribute to a
successful business model. Competitive pricing, transparent billing, and flexible payment options
improve affordability and customer satisfaction. Reliability in steam or heat delivery, backed by
strong maintenance protocols, emergency response systems, and responsive customer support,
ensures consistent service quality. Additionally, cultivating strong partnerships with local
communities, government agencies, fuel suppliers, and industry bodies enhances credibility and
operational resilience. Lastly, embracing continuous innovation and remaining adaptable to
market trends and technological advancements enables community boiler providers to evolve
with changing customer needs, ensuring long-term relevance and growth.
283OUR BUSINESS
Some of the information in this section, including information with respect to our business plans, strategies,
expectations, estimates and projections, contain forward-looking statements. We caution that these statements
are not guarantees of future performance or results, and they involve known and unknown risks and uncertainties.
You should read the section entitled “Forward-Looking Statements” on page 19 for a discussion of the risks and
uncertainties related to those statements and also the sections entitled “Risk Factors,” “Industry Overview,”
“Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 34, 210, 372 and 480, respectively, as well as the financial and other information contained
in this Updated Draft Red Herring Prospectus – I as a whole, for a discussion of certain factors that may affect
our business, financial condition and results of operations. Our actual results may differ materially from those
expressed in or implied by these forward looking statements.
Unless the context otherwise requires, references in this section to “the Company,” “we,” “us” or “our” are to
Steamhouse India Limited together with its subsidiary. Our financial or fiscal year ends on March 31st of each
calendar year. Accordingly, references to a “Fiscal” or a “fiscal year” are to the 12-month period ended March
31st of the relevant year. References in this section to a “six months period” refers to the six months period ended
September 30 of a particular fiscal year. Unless otherwise stated or the context otherwise requires, the financial
information included in this section is based on the financial information included in this Updated Draft Red
Herring Prospectus – I. For further information, see “Financial Statements” on page 372.
We have also included various operational and financial performance indicators in this Updated Draft Red
Herring Prospectus – I, some of which have not been derived from our financial information. The manner of
calculation and presentation of some of the operational and financial performance indicators, and the
assumptions and estimates used in such calculation, may vary from that used by other companies in India and
other jurisdictions.
Unless stated otherwise, industry and market data used in this section has been obtained or derived from the
report titled “Industry Report on Community Industrial Gases Generation & Distribution in India”, dated
November 28, 2025 (“F&S Report”), prepared and issued by Frost & Sullivan (“F&S Report”) and publicly
available information as well as other industry publications and sources. The F&S Report has been commissioned
and paid for by the Company exclusively for the purpose of the Offering. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the F&S Report and included herein with respect
to any particular year, refers to such information for the relevant calendar year. Frost & Sullivan was appointed
by our Company pursuant to an engagement letter dated December 21, 2024 and is not connected to our
Company, our Directors, our Promoters, our Subsidiary, our Key Managerial Personnel, Senior Management or
BRLM. A copy of the F&S Report is available on our website at https://steamhouse.in/.
Overview
We are an Indian company specializing in the generation and centralized distribution of industrial gases, including
steam and nitrogen, through our pipeline network. We and our Promoters are pioneers of the community boiler
system in India, which was first introduced in 2014. (Source: F&S Report). Our community industrial gas
generation and distribution systems provide gas to various industrial customers from a pipeline network, which
provides an alternative to each individual customer having its own infrastructure.
Having established our steam generation business in India, we are now embarking on an expansion plan of
supplying other industrial gases. Our Company commenced nitrogen production and supply on February 1, 2025.
We commissioned our first project for nitrogen supply through a pipeline network at our Ankleshwar facility, and
we generated ₹0.90 million revenue from our nitrogen operations in Fiscal 2025 and ₹3.01 million revenue from
its nitrogen operations in stub period ended September 30, 2025. We are the only company in India that supplies
nitrogen using a distributed pipeline network instead of the common practice of supplying in cryogenic tanks and
onsite nitrogen generation. (Source: F&S Report).
Our industrial gas business consists of
• Generation and Distribution of Steam: The generation and distribution of steam through our
community boiler system and pipelines, which is our primary business offering.
284• Purchase and Distribution of Steam: We purchase steam produced by other steam generating entities
and distribute it to our customers through our pipeline network.
• Separation, Compression and Distribution of Nitrogen: We extract nitrogen from atmospheric air
by separating it from other atmospheric gases, compressing it and supplying purified nitrogen
through our pipeline network.
As we procure required quantities of coal as the primary fuel for our industrial gas business, we also engage in
coal trading on an invoice only basis. During the six months period ended September 30, 2025, Fiscal 2025 and
Fiscal 2023, we also supplied coal to our group company, Sanjoo Dyeing & Printing Mills Private Limited, and
Sanjoo Prints Private Limited, which were related party transactions.
The table below sets forth our revenue from each of our offerings and their contribution to our revenue from
operations for the periods indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
revenue revenue revenue revenue
from from from from
Particulars(1) ₹ million operations ₹ million operations ₹ million operations ₹ million operations
Generation 1,286.65 53.97% 2,392.86 60.56% 2,893.66 99.19% 2,886.01 91.46%
and
distribution
of steam(2)
Purchase and 411.11 17.24% 778.91 19.71% 0.02 0.00% 0.00 0.00%
distribution
of steam(3)
Coal trading 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
Others(4) 12.41 0.52% 15.93 0.40% 23.24 0.80% 5.94 0.19%
Generation 3.01 0.13% 0.90 0.02% - - - -
and
distribution
of nitrogen
Total 2,384.17 100.00% 3,951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
Notes:
(1) Our revenue from the separation, compression and distribution of nitrogen commenced on February 1, 2025.
(2) We generate and distribute steam from facilities in Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2,
Sarigam, Nandesari and Panoli.
(3) We purchase steam in Dahej GIDC and Sachin GIDC and distribute through pipelines.
(4) This includes sales of flow meters, scrap and other components.
We currently operate seven community steam boilers (six owned and one leased) in Gujarat through which we
generate and distribute steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase
2, Sarigam, Nandesari and Panoli. Our facilities are strategically located near Indian ports and near customer
clusters in Gujarat. As of November 15, 2025, our combined installed plant capacity for steam across our seven
boilers is an aggregate of 345 tonnes per hour (“TPH”), which translates to an annual installed capacity of
2,185,920.00 tonnes per annum (“TPA”).1 In addition, we distribute steam that we purchase in Dahej GIDC and
Sachin GIDC. We also have one nitrogen generation and distribution facility, which is located in Ankleshwar and
commenced commercial operations on February 1, 2025 with a capacity of 350 NM3/hour.
We endeavour to meet the steam requirements of our customers through our community boilers by implementing
eco-friendly solutions, reducing pollution from several industries and providing cost efficient solutions. Except
for our waste fired boilers, all our steam boilers have atmospheric fluidized bed combustion (“AFBC”) designs
that reduce fuel consumption. These AFBC boilers help reduce the emission of sulphur oxide (“SOx”) and
1 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
285nitrogen oxide (“NOx”), which are major air pollutants. Further, the use of community boilers often results in
more efficient and optimized combustion processes as compared to individual boilers. (Source: F&S Report).
We utilize a diverse range of fuels in our operational community steam boiler facilities, including coal and non-
fossil fuels like plastic waste and textile chindi to generate steam. In addition, we are now exploring increased use
of alternative fuel sources such as agro-waste, and refuse-derived fuel as a source of fuel for generating steam.
As of November 15, 2025, we owned, operated and maintained a 56,236 meters operational pipeline system
connecting our facilities to our customers’ premises. We have established pipeline rights-of-ways, which are
easements granting us the legal right to use land for pipelines, with our pipelines typically connecting to customer-
owned pipes on their premises.
The following table describes our pipeline network for the periods indicated.
As at September As at As at As at
Particulars* 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Pipeline installed (in meters) 55,916 47,526 41,539 27,085
* The information is based on the certificate issued by Dr. P.J. Gandhi, Chartered Engineer, by way of certificate dated December 1, 2025.
We use flow meters and Supervisory Control and Data Acquisition (“SCADA”) systems for real-time monitoring
in a single interface. We track the generation and consumption of industrial gasses, pressure, temperature and
other critical parameters including suspended particulate matter (“SPM”), SOx and NOx emissions and, in case
of waste fired boilers, we also monitor hydrochloric acid (“HCL”). We also map our installations with the
assistance of drones to monitor leakages in our pipelines.
We have an established industrial customer base in Gujarat, India with reputed clients across key sectors including,
pharmaceuticals, chemicals, textiles, agro-chemicals, tyres, dyes and pigments, polymers, paints and other sectors.
Selected examples of our customer base include Aether Industries Limited, Anupam Rasayan India Limited,
Globe Enviro Care limited, Gujarat Polysol Chemicals Private Limited, Devanshi Dyestuff, K. Patel Chemo
Pharma Private Limited, K. Patel Dye Chem Industries Private Limited, Mahavir Synthesis Private Limited,
Mangalam Intermediaries, Orgo Chem Gujarat Private Limited and Subhasri Pigments Limited. For the six
months period ended September 30, 2025 and for Fiscal 2025, our revenues from repeat customers accounted for
96.64% and 88.01% of our revenues from operations, respectively.
Our Company is led by our Promoter, Chairman and Managing Director, Vishal Sanwarprasad Budhia, who has
more than 29 years’ experience in the textile industry and ten years’ experience in the community boiler industry.
Vishal Sanwarprasad Budhia is supported by an experienced and professional management team, including Mr.
Yadav Lalankumar Dayanand (Executive Director), Mr. Ramprakash B Sharma (Executive Director) and Mr.
Vaibhav Maheshkumar Gattani (Chief Financial Officer). We believe that the collective experience and
capabilities of our Promoter, management team and supporting staff enable us to understand and anticipate market
trends, manage our business operations and growth, leverage customer relationships and respond to changes in
customer preferences. For additional details, see “Our Management” on page 346.
Key financial information
Details of our KPIs as at and for the six months ended September 30, 2025 and as at and for the fiscal years ended
March 31, 2025, March 31, 2024 and March 31, 2023:
As at for the As at, and for the fiscal year ended March
six months 31,
period
Particulars ended
September
2025 2024 2023
30,
2025
Revenue from Operations (₹ millions) 2,384.17 3,951.06 2,917.10 3,155.39
286As at for the As at, and for the fiscal year ended March
six months 31,
period
Particulars ended
September
2025 2024 2023
30,
2025
Revenue from Operations Growth (%) NA 35.44 (7.55) NA
EBITDA (₹ millions) (1) 335.59 693.16 684.06 579.43
EBITDA Margin (%)(2) 14.08 17.54 23.45 18.36
Restated Profit/ (Loss) for the Year/period (₹ millions) 130.85 311.61 271.86 333.99
PAT Margin (%)(3) 5.46 7.82 9.27 10.55
Return on Equity (%)(4) 8.92* 23.53 26.26 58.76
Return on Capital Employed (%)(5) 7.66* 17.20 20.24 32.88
Net Debt to Equity (times) (6) 1.42x 1.63x 1.77x 1.82x
Operational KPIs – Steam Business
Distribution capacity of industrial gases sold by our 1,246,266.94 2,110,059.9 1,916,644.58 1,203,840.0
Company (total tonnes for the fiscal year/period) (7) 8 0
Volume of industrial gases sold by our Company (total 531,240.02 961,857.87 821,801.41 686,227.75
tonnes for the fiscal year/period) (8)
Capacity utilization for industrial gases sold by our 42.63% 45.58% 42.88% 57.00%
company (%) (9)
* Not Annualised;
All the operational records/reports are based on certificate issued by Dr. P.J. Gandhi, Chartered Engineer, by way of certificate dated
December 1, 2025.
Notes:
1. EBITDA is calculated as Restated Profit after tax for the period/year less other income add Finance costs, Depreciation,
amortization and impairment expense and Total tax expenses
2. EBITDA Margin is calculated as EBITDA divided by revenue from operations
3. PAT Margin is calculated as restated profit after tax for the period/year as a percentage of total income.
4. Return on Equity is calculated as restated profit after tax for the period/year as a percentage of Total Equity for the
period/year.
5. Return on Capital Employed is calculated as earnings before interest and tax (EBIT) divided by Capital Employed. EBIT is
calculated as EBITDA add other income minus Depreciation, amortization and impairment expenses. Capital Employed is
total of Total Equity plus Non-Current Borrowings plus Current Borrowings
6. Net Debt to Equity Ratio is calculated as Net Debt divided by total equity. Net Debt is calculated as non-current borrowings
plus current borrowings less cash and cash equivalents less bank balances other than cash and cash equivalents.
7. The distribution capacity of industrial gases sold by the company refers to the installed distribution capacity of the pipeline
infrastructure under the operational control of the Company for supplying industrial gases. The distribution capacity of
industrial gases sold by the Company is calculated by aggregating the annual installed capacities of boilers operated at its
Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari, Sachin and Panoli, along with
the volume of gases sold through the pipeline infrastructure at the Dahej GIDC facility. The installed capacity for a fiscal
year has been calculated based on 330 operational days, assuming boiler operations at an optimal efficiency level of 80%.
This calculation is prorated based on the actual operational period of the plant. Installed capacity for the six months ended
September 30, 2025 has been calculated by assuming 50% of the annualized installed capacity.
8. Volume of industrial gases sold by the Company refers to the total volume of industrial gases sold by using the pipeline
infrastructure under the Company’s operational control. It is calculated by aggregating the volume sold at Vapi Phase 1,
Vapi WTE Unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari, Sachin and Panoli facilities.
9. Capacity Utilization for industrial gases sold by the Company is calculated as Volume of industrial gases sold as a percentage
of Distribution capacity of industrial gases sold by the Company.
287Our Strengths
Leading market position offering customers an energy efficient solution across industries with high growth
potential
We are an Indian company specializing in the generation and centralized distribution of industrial gases, including
steam and nitrogen, through our pipeline network. Our community industrial gas generation and distribution
systems provide gas to various industrial customers from a central plant, which provides an alternative to each
individual customer having its own infrastructure. A shift towards community industrial gas generation and
distribution systems also contributes to sustainability by centralizing industrial gas generation, which leads to
lower emissions and improved fuel utilization. (Source: F&S Report).
Industrial gases are indispensable to large-scale industries such as pharmaceuticals, chemicals and textiles, where
they play a critical role in optimizing production efficiency and ensuring operational stability. As of Fiscal 2025,
cylinder-based supply accounts for 42.0% of India’s industrial gas (excluding steam) demand by value. (Source:
F&S Report). As the Indian industrial sector continues to expand, the supply of industrial gases through pipelines
is emerging as a preferred alternative. (Source: F&S Report). In addition to ensuring uninterrupted availability
for industrial consumers dedicated pipelines for an industrial gas like nitrogen also demonstrates the scalability
of pipeline-based distribution for other industrial gases. (Source: F&S Report).
According to F&S, in Fiscal 2025, India's total process steam demand was approximately 186,000 TPH. With a
projected CAGR of 9.5% from Fiscal 2025 to 2030, the market is poised for significant expansion. (Source: F&S
Report). Recognizing the challenges posed by managing individual generation assets, process industries are
increasingly turning to centralized generation and distribution services. (Source: F&S Report). Such community
industrial gas generation and distribution systems provide a compelling solution, offering a centralized
infrastructure that streamlines operations and enhances efficiency for industries. This shift is primarily driven by
the potential for significant operational and financial advantages, enabling shared resources and collaborative
management to alleviate the burdens of individual boiler maintenance. (Source: F&S Report). In this landscape
of industrial gases in India, we have emerged as a key player as a community industrial gas provider, poised to
address the evolving needs of modern industrial processes. (Source: F&S Report).
High barriers to entry for competitors
We and our Promoters are pioneers of the community boiler system in India, which was first introduced in 2014.
(Source: F&S Report). We have established our geographic presence within industrial clusters through the
creation of an exclusive pipeline network. The limited space available prevents the setup of additional distribution
networks by other companies. (Source: F&S Report). Any new market entrants may need to overcome several
entry barriers.
One of our strengths is our experience in the distribution of industrial gases with minimum pressure and
temperature losses, with real-time monitoring using flow meters and mapping our installations with the assistance
of drones.
We apply technology to our monitoring and assessment systems through innovations such as SCADA and steam
traps/auto valves with real-time monitoring using flow meters and mapping our installations with the assistance
of drones. We use third party technology providers to collect, visualize, and leverage data from our deployed
sensors and electrical panels to help analyze our custom API and data from our SQL database. This helps us in
understanding our in-house data and vulnerabilities to reduce the delta between what we agree with our customers
and what is produced. These technology advancements have led to improvements in efficiency, safety and overall
performance, making our boilers smarter, more reliable, and aligned with the demands of modern industrial
processes. There is a geographical space limitation regarding the installation and placement of new pipelines to
distribute industrial gases in the established industrial clusters in India. Any new entrant would need to determine
where and how to facilitate distribution to customers that are located far from the generation area without
transmission losses. (Source: F&S Report). Moreover, those customers who have already provided a landing for
the pipeline installed by an incumbent supplier may not be keen on creating another landing point for the
distribution pipeline offered by such new entrant. (Source: F&S Report).
Strategically located facilities offering community gas generation and distribution
We currently operate seven community steam boilers (six owned and one leased) in Gujarat through which we
generate and distribute steam including including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar
288Phase 2, Sarigam, Nandesari and Panoli. Our facilities are strategically located near Indian ports and near customer
clusters in Gujarat. As of September 30, 2025, our combined installed plant capacity for steam across our seven
boilers is an aggregate of 345 TPH, which translates to an annual installed capacity of 2,185,920.00 TPA.1
In addition, we distribute steam that we purchase in Dahej GIDC and Sachin GIDC. We also have one nitrogen
generation and distribution facility, which is located in Ankleshwar and commenced commercial operations in
February 1, 2025, with a capacity of 350 NM3/hour.
As of November 15, 2025, we owned, operated and maintained an operational pipeline system of 56,236 meters
connecting our facilities to our customers’ premises. We have established pipeline rights-of-ways, which are
easements granting us the legal right to use land for pipelines, with our pipelines typically connecting to customer-
owned pipes on their premises.
The map below shows the location of each of our operational boiler facilities and their boiler capacity as of
September 30, 2025.
1 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
289Imported coal is procured and received at nearby ports or from the supplier’s warehouse and transported by truck to
our sites where it is stored until used to fuel our community boilers. The close proximity of our facilities to ports
(between 45 kms and 50 kms depending on the facility) is important because shipping and transportation costs
constitute a significant part of the price that we pay for coal. In addition, by locating our facilities near our customers
and potential customers, we are able to reduce the length of pipeline required to distribute our industrial gases to
customers. As of November 15, 2025, our individual pipelines span from a minimum of 3,000 meters to a maximum
of 20,000 meters.
Marquee customer base with long-term relationships driven by our value proposition
We served 174 customers during the six months period ended September 30, 2025, 173 customers during Fiscal 2025,
125 customers during Fiscal 2024 and 91 customers during Fiscal 2023. We have an established industrial customer
base across key sectors including, pharmaceuticals, chemicals, agro-chemicals, textiles, tyres, dyes and pigments,
polymers, paints and other sectors.
Our marquee customers include Aether Industries Limited, Anupam Rasayan India Limited, Globe Enviro Care
limited, Gujarat Polysol Chemicals Private Limited, Devanshi Dyestuff, K. Patel Chemo Pharma Private Limited, K.
Patel Dye Chem Industries Private Limited, Mahavir Synthesis Private Limited, Mangalam Intermediaries, Orgo
Chem Gujarat Private Limited and Subhasri Pigments.
The table below sets forth our revenue by customer sector for the periods indicated, showing our customers come
from a diverse array of more than eight sectors.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of revenue % of revenue % of revenue % of revenue
Revenue from Revenue from Revenue from Revenue from
Sector (₹ million) operations (₹ million) operations (₹ million) operations (₹ million) operations
Pharmaceuticals 425.74 17.86% 1,054.24 26.68% 1,161.57 39.82% 1,082.49 34.31%
Chemicals 630.90 26.46% 970.97 24.57% 835.71 28.65% 777.96 24.66%
613.92 25.75% 750.68 19.00%
Textiles 215.94 7.40% 231.32 7.33%
270.69 11.35% 459.42 11.63%
Agrochemicals 415.93 14.26% 594.25 18.83%
Tyres 122.47 5.14% 222.05 5.62% - - - -
Dyes & Pigments 93.57 3.92% 146.81 3.72% 69.67 2.39% 27.64 0.88%
Polymers 2.62% 104.78 2.65% 48.82 1.67%
62.41
11.42 0.48% 18.17 0.46%
Paints 18.14 0.62% 16.91 0.54%
Coal Trading 76.06 3.19% 82.52 2.09% - - 252.94 8.02%
Others(1) 76.99 3.23% 141.42 3.58% 151.32 5.19% 171.88 5.45%
Total 2,384.17 100.00% 3,951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
Notes:
Industry classification is based on information available with us and our understanding of the principal business of our customers
"Others" includes waste recyclers, manufacturers of industrial products, and providers of effluent treatment services.
We have a history of high customer retention since Fiscal 2023. Over the years, we have been able to attract and
service new customers and broaden our customer base. Many of our customers have entered into long-term contracts
290with us. For the six months period ended September 30, 2025 and for Fiscal 2025, our revenues from repeat customers
accounted for 96.64% and 88.01% of our revenues from operations, respectively. Further, of our top 10 largest
customers by revenue for the six months period ended September 30, 2025, we have had a relationship spanning over
five years with four (4) customers.
We have grown our customer base from 91 customers in Fiscal 2023 to 174 customers in the six months period ended
September 30, 2025, due to a number of factors including the opening of our Sarigam , Nandesari and Panoli facilities,
the commencement of our Dahej distribution arrangements and the expansion of our pipeline network of our existing
facilities for new customers.
The following table sets forth certain key information about our repeat customers for the periods indicated.
Number of repeat Percentage of total revenue
Number of customers customers served during contribution from repeat
Period during the period the period* customers
Fiscal 2023 91 68 90.29%
Fiscal 2024 125 74 91.49%
Fiscal 2025 173 120 88.01%
Six months period ended 174 151 96.64%
September 30, 2025
*Revenues from repeat customers are revenues from customers where our Company has recognized revenues from such customers in at least one
fiscal during the last three fiscals preceding the fiscal/period for which the data is being disclosed.
Our customers can control their consumption through valves at their site. When a customer does not require steam or
gas, the valve can be turned off without affecting our generating system which typically would not be the case when
turning off an individual boiler. Such optionality further encourages the customer to leverage our offering instead of
maintaining individual boilers.
Track-record of implementing eco-friendly solutions and promoting sustainable development
We endeavour to meet the industrial gas requirements of our customers by implementing eco-friendly solutions,
reducing pollution from several industries and promoting sustainable development.
Replacing captive boilers with the use of community boilers contributes to sustainability by centralizing boiler
operations, leading to lower emissions and improved fuel utilization. Depending on the geographical area and
availability of non-fossil fuel in a particular sector, we reduce our emission by the use of scientific and automatic
handling of coal and the coal ash-controlled movement and storage of coal.
Our community boilers reduce SPM, SOx and NOx emissions and ash content. Where coal is the fuel source, we
sprinkle hydrated lime on coal to reduce SOx emissions. We also burn the fuel when the fuel is crushed to the required
size in fluidized conditions to achieve maximum combustion.
Furthermore, by replacing cryogenic gas cylinders with a distributed pipeline network, we have reduced carbon
emissions associated with transporting nitrogen cylinders from the generation unit to customer locations. Cryogenic
gas cylinders are highly flammable and require strict safety measures during transportation and storage. By
transitioning from cylinder-based delivery to a pipeline distribution system, we minimize the environmental impact
as well as enhance safety by reducing the risk of fire hazards due to the cylinders’ inflammability.
We also co-generate electricity at our Nandesari facility, and we are in the process of operating turbines at other
locations. The electricity generated from this turbine helps operate our boilers, along with electricity purchased from
the electricity board, and is expected to reduce our consumption of power generated from fossil fuels.
Our strategy is to continue to reduce our carbon footprint. Among initiatives to further this goal, we have initiated
commercial operation of our first waste to energy facility at Vapi WTE unit, where the plastic waste and textile chindi
291generated in the textile and paper mills located in the region along with refuse-derived fuel is used as the source of
fuel. For more information, see “- Our Strategies – Reduce our carbon footprint” on page 295.
Experienced Promoter and senior management team with strong industry expertise and extensive product
knowledge
Our Company is led by our Promoter, Chairman and Managing Director, Vishal Sanwarprasad Budhia, who is a
distinguished industrialist and entrepreneur with extensive experience in the field of management with ten years’
specialized experience in the community boiler industry. He is also Secretary for South Gujarat Textile Processors
Welfare and Director at both Sachin Textile Processors Welfare Association and Sachin Infra Environment Ltd. His
notable expertise extends to the installation, operation, and maintenance of common effluent treatment plants (CETPs)
and industrial water distribution systems—critical components for sustainable manufacturing and environmental
compliance in industrial clusters.
Vishal Sanwarprasad Budhia is supported by an experienced and professional management team, including Yadav
Lalankumar Dayanand (Executive Director), Ramprakash B Sharma (Executive Director) and Vaibhav Maheshkumar
Gattani (Chief Financial Officer). Yadav Lalankumar Dayanand serves as an Executive Director of our Company,
with over 13 years of experience and is responsible for strategic leadership, corporate governance, financial
management, operational oversight, stakeholder engagement, risk management and other functions of the Company.
Ramprakash B Sharma serves as an Executive Director of our Company and was previously associated with Shilpa
Dyeing and Printing Mills Private Limited. Vaibhav Maheshkumar Gattani serves as the Chief Financial Officer, and
he oversees the financial functions of our Company. He brings years of diverse experience in the banking and financial
services sector. His experience spans credit assessment, risk management, client relationship management, and
regulatory compliance.
Our other senior management personnel include Suchi Goenka, Chatniwala Mehulkumar Babubhai, and Himmat
Singh Chauhan, each of whom brings valuable leadership and industry knowledge to the organization. Suchi Goenka
serves as our Chief Project Officer (CPO), and since joining our Company at inception, she is responsible for the
project functions of our Company. Himmat Singh Chauhan serves as our Head - Project and Design and is responsible
for the technical functions of our Company. Chatniwala Mehulkumar Babubhai serves as our Deputy Chief Operating
Officer, and he is responsible for the operations functions of our Company.
We believe that the collective experience and capabilities of our Promoters and management team enable us to
understand and anticipate market trends, manage our business operations and growth, leverage customer relationships
and respond to changes in customer preferences.
For additional details, see “Our Promoters and Promoter Group” and “Our Management” on page 365 and 346,
respectively.
Our Strategies
Expanding our capacity by setting up new facilities in and outside Gujarat
Our management team is constantly exploring and planning for new projects in current and new locations throughout
India. In executing this strategy, we monitor any initiatives for new industrial clusters or emerging markets, and we
expect to participate in tenders for community industrial gas generation and distribution systems in upcoming
industrial parks across India. The expansion of our operations will enable us to service a broader customer base and
reduce our dependency on specific regions. We believe that this expansion strategy will facilitate better market
penetration, risk distribution and enhanced business resilience.
In particular, we are planning new community industrial gas facilities: Nandesari (Phase 2), Jhagadia, Vapi (Phase 3),
Dahej SEZ, Ankleshwar (Phase 3), Pirana (Ahmedabad), Panoli (Phase 2) and Tarapur. Among these planned facilities
of Nandesari (Phase 2), Vapi (Phase 3) and Pirana (Ahmedabad) are expected to use non-fossil fuel for generation of
steam.
292The table below sets forth details of our community boiler facilities that are currently under construction as on
September 30, 2025.
Plant capacity
Location Fuel type
(in TPH)
Nandesari (Phase 2) 30 Plastic waste, textile chindi, refuse-derived fuel and agro-waste
Jhagadia 30 Coal
Vapi (Phase 3) 30 Plastic waste, textile chindi, refuse-derived fuel and agro-waste
Dahej SEZ 30 Coal
Ankleshwar (Phase 3) 60 Coal
Pirana (Ahmedabad) 30 Plastic waste, textile chindi, refuse-derived fuel and agro-waste
Panoli (Phase 2) 60 Coal
Tarapur 60 Coal
The map below shows the location of each of our proposed new boiler facilities.
Once the proposed expansions are completed, our steam distribution capacity will increase from existing capacity of
345 TPH to 675 TPH, which translates to an increase in annual installed capacity from 2,185,920.00 TPA to
4,276,800.00 TPA. 5
5 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
293Further, we will explore ‘purchase and distribution arrangements’ which permit us to expand our distribution
capacities with relatively lower capital expenditure. In this regard, our strategy is to partner with third-party industrial
units or entities that have unused steam generation capacity, either as a primary output or as a by-product of their
industrial processes. Instead of our Company setting up an entirely new boiler plant—which requires significant
capital outlay—this model will allow us to procure steam from such partners under commercial arrangements and
distribute it through our pipeline infrastructure to industrial consumers. We believe that this approach significantly
reduces our upfront capital investment while still allowing us to scale operations and expand customer coverage. We
have already entered into such an arrangement with Kilburn Chemicals Limited, a titanium dioxide manufacturer, for
the purchase of steam, and we are actively pursuing similar partnerships with other industrial units that generate steam
(either unused steam or steam as a by-product) in our target industrial clusters. Further, in Sachin, our Company has
entered into such a steam purchase arrangement with its Group Company, Sanjoo Dyeing and Printing Mills Private
Limited. The Group Company owns the steam generation assets, and our Company has contracted operate and
maintain its boilers and to distribute the steam to our Company’s industrial customers. In addition, we also distribute
steam that we purchase in Dahej GIDC.
In addition, we believe that such geographical expansion and expanded capacity will help us better address the needs
of customers with multi-location plants, improve our procurement efficiencies, reduce dependence on certain
geographical locations, enter new customers and address the needs of a wider array of industries. We intend to use the
net proceeds from the Fresh Issue to set up certain facilities, see “Objects of the Offer” on page 133.
For further details on our expansion plans, see “- Our Planned Facilities” on page 303.
Continue to diversify our business offerings
While the generation and distribution of steam through our community boiler system is our primary business offering,
we have now embarked on an expansion plan of supplying other industrial gases. On February 1, 2025, we commenced
our first facility for nitrogen supply through a distributed pipeline network at our Ankleshwar facility. We are the only
company in India that supplies nitrogen using a distributed pipeline network instead of the common practice of
supplying in cryogenic tanks and onsite nitrogen generation. (Source: F&S Report). This marks a significant step for
us towards providing comprehensive and sustainable industrial gas solutions, further reinforcing our commitment to
innovation and efficiency in the sector. We intend to develop additional business offerings, such as:
• pursuing a hybrid approach whereby we own and operate our community boiler systems, but also purchase
steam from other sources, which is then distributed to various industrial customers through our pipeline
network;
• modifying, operating and/or maintaining high-pressure boiler systems for industrial customers;
• expanding the use of non-fossil fuel sources for generation of steam; and
• generating and distributing through our pipeline network other industrial gases such as hydrogen, instrument
air and carbon dioxide.
By continuing to create options in our business offerings we can be flexible and respond to differing market demands,
conditions and opportunities. The choice of a particular approach depends on factors such as market dynamics,
regulatory considerations and our core competencies. We believe that this strategy will complement our core
competency of community industrial gas generation and distribution while providing value-added services to our
customers.
Continue to focus on operational efficiency and reduction of our operating expenses
We believe that we have been able to create an effective cost advantage through our focus on operational efficiency
and cost control measures.
294We have adopted initiatives to increase our operational efficiency such as installation of turbines, improving mapping
with the use of drones.
We also continue to implement strict cost control measures to achieve a low cost base and enhance our overall
competitiveness. Our operating expense reduction measures include:
• Purchasing coal in bulk quantity;
• Reusing bed material by installing a system whereby the used bed material can be taken back to the
boiler; and
• Installing variable frequency drives whereby the speed of fan and pumps are controlled, which gives
optimum auxiliary power consumption thereby reducing electricity consumption charges.
Improve our debt profile
We have entered into various financing arrangements for borrowings, in the form of, inter alia, term loans, working
capital loans, unsecured loans, from various banks, financial institutions and unsecured lenders. As at September 30,
2025, we had aggregate outstanding total borrowings (including sum of current and non-current borrowings) of
₹2,165.97 million. The table below sets forth certain information on our total borrowings, net debt to equity ratio,
finance cost and debt service coverage ratio as at the dates indicated.
As at September As at March 31, As at March 31, As at March 31,
Particulars 30, 2025 2025 2024 2023
Non-current borrowings (₹ million) 830.95 988.87 980.34 397.56
Current borrowings including
current maturities of non-current 1,335.02 1,240.60 1,046.72 661.85
borrowings (₹ million)
Total Borrowings (1) (₹ million) 2,165.97 2,229.47 2,027.06 1,059.41
Net Debt / Equity Ratio (2) 1.42 1.63 1.77 1.82
(1) Total borrowings are calculated as the sum of current and non-current borrowings.
(2) Net Debt / Equity Ratio is calculated as Net Debt divided by total equity. Net Debt is calculated as total borrowings less cash and cash
equivalents and bank balances other than cash and cash equivalents.
As at September 30, 2025, we had outstanding borrowings of ₹2,165.97 million including secured borrowings of
₹1,832.46 million and unsecured borrowings of ₹333.51 million. For further details of our financing arrangements
including indicative terms and conditions, see “Financial Indebtedness” on page 537.
Our Company intends to utilize ₹1,500.00 million from the Net Proceeds from the Issue towards repayment or
prepayment of our outstanding borrowings. For further information, see “Objects of the Issue - Objects of the Fresh
Issue - Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our Company” on
page 136.
We believe that the repayment or prepayment of our outstanding borrowings will help reduce our outstanding
indebtedness and debt servicing costs, assist us in maintaining a favourable debt to equity ratio and enable utilisation
of our internal accruals for further investment in business growth and expansion.
Reduce our carbon footprint
We intend to reduce our carbon footprint, which aligns with the industry’s increasing environmental awareness,
regulatory pressures and market demand for sustainable practices. While the primary fuel for most of our current
community boilers is coal, we have installed and are looking to install additional boilers that use alternative sources
of fuel from traditional fossil fuels. These non-fossil fuel sources include:
• Industrial waste. Industrial waste, also known as NRSW, is non-biodegradable. It is typically either landfilled
or delivered to cement factories. This waste material has a high potential energy content, making it suitable
295as a fuel source for boilers. Our strategy focuses on addressing local waste issues locally by burning plastic
waste and textile chindi in a controlled environment. This approach manages waste efficiently and minimizes
transportation-related emissions.
• Agro-waste. A significant amount of agro-waste is generated in India, which can include crop waste, animal
waste, processing waste and some hazardous waste (such as pesticides and insecticides). This approach
benefits farmers financially, reduces open-air burning of agro-waste and supports environmental
sustainability.
• Plastic waste, textile chindi / Refuse-derived fuel.. Much of this type of waste, being non-biodegradable, ends
up in landfills. We believe that the waste-to-steam model can be highly effective in India, given the abundant
plastic waste and textile chindi and the country’s rapid economic growth, which will likely increase per capita
waste generation.
• Waste gas. Certain industries generate waste gases such as methane, carbon monoxide and other inflammable
gases during their generation processes. This includes the production of carbon black, commonly known as
soot, which is a component of fine particulate air pollution resulting from various industrial applications. If
released into the atmosphere, these gases pose significant environmental and health risks. By burning these
waste gases in a waste heat recovery boiler, we can generate steam. This method mitigates environmental
harm and eliminates the need for fossil fuels.
• Textile waste. Textile waste is fabric or clothing that is being generated by textile manufacturing units. Textile
waste can contain chemical wastes and heavy metals that are potentially toxic. This waste material has a high
potential energy content, making it suitable as a fuel source for boilers.
(Source: F&S Report).
We entered into an agreement with a company that manufactures carbon black and steam to install heat and pipelines.
In addition, we have also entered into an agreement with Kilburn Chemicals Limited whereby we will purchase the
steam available during their steam generation process using a coal fired boiler and sell that steam through our
structured pipeline network to industries located in the industrial estate in Dahej.
Our Vapi WTE unit is already using non-fossil fuels, where the plastic and paper waste generated in the textile and
paper mills located in the region along with refuse-derived fuel is used as the source of fuel. In addition, our planned
Nandesari (Phase 2), Vapi (Phase 3) and Pirana (Ahmedabad) projects will further implement the use of non-fossil
sources.
In addition, the Company is exploring setting up a ground mounted solar plant across existing and upcoming facilities
to reduce its grid dependency.
We believe that by using such non-fossil fuel sources will reduce our carbon footprint and further our sustainable and
environmentally friendly goals as well as make ourselves more attractive to customers who have similar goals. In
addition, we may eventually be eligible for carbon credits under India’s carbon credit trading scheme. India is
developing the Indian Carbon Market (ICM) to price GHG emissions through tradable Carbon Credit Certificates.
(Source: F&S Report). Spearheaded by the Bureau of Energy Efficiency and Ministry of Environment, the scheme
will set sector-specific emissions intensity targets aligned with national climate goals. (Source: F&S Report). The
ICM will include both compliance and voluntary mechanisms to encourage wider participation. (Source: F&S Report).
Our Business
We are an Indian company specializing in the generation and centralized distribution of industrial gases, including
steam and nitrogen, through our pipeline network. Our community industrial gas generation and distribution systems
provide gas to various industrial customers, which provides an alternative to each individual customer having its own
infrastructure. We also engage in coal trading, where the excess coal that we purchase in bulk is sold in the open
market.
296Our industrial gas business consists of
• Generation and Distribution of Steam: The generation and distribution of steam through our community
boiler system and pipelines, which is our primary business offering.
• Purchase and Distribution of Steam: We purchase steam produced by other steam generating entities
and distribute it to our customers through our pipeline network.
• Separation, Compression and Distribution of Nitrogen: We extract nitrogen from atmospheric air by
separating it from other atmospheric gases, compressing it and supplying purified nitrogen through our
pipeline network.
The table below sets forth our revenue from each of our offerings and their contribution to our revenue from operations
for the periods indicated.
Six months period ended
September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
revenue revenue revenue revenue
Particulars(1 from from from from
) ₹ million operations ₹ million operations ₹ million operations ₹ million operations
Generation 1,286.65 53.97% 2,392.86 60.56% 2,893.66 99.19% 2,886.01 91.46%
and
distribution
of steam(2)
Purchase and 411.11 17.24% 778.91 19.71% 0.02 0.00% 0.00 0.00%
distribution
of steam(3)
Coal trading 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
Others(4) 12.41 0.52% 15.93 0.40% 23.24 0.80% 5.94 0.19%
Generation 3.01 0.13% 0.90 0.02% - - - -
and
Distribution
of Nitrogen
Gas
Total 2,384.17 100.00% 3951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
Notes:
(1) Our revenue from the separation, compression and distribution of nitrogen commenced on February 1, 2025.
(2) We generate and distribute steam from facilities in Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam,
Nandesari and Panoli.
(3) We purchase steam in Dahej GIDC and Sachin GIDC and distribute through pipelines.
(4) This includes sales of flow meters, scrap and other components.
In Fiscal 2022, we purchased steam from Sanjoo Dyeing and Printing Mills Private Limited (“Sanjoo Dyeing”), which
operated under a right of use permission, and re-sold the purchased steam to customers. Subsequently, between Fiscal
2022 and Fiscal 2024, we entered into a formal leave and license agreement with Sanjoo Dyeing, pursuant to which
our Company directly operated the steam generation facilities owned by Sanjoo Dyeing. As a result, during the
effective period of the leave and license agreement, steam generated from Sanjoo Dyeing’s facilities was directly sold
by our Company, leading to a decrease in steam purchased from Sanjoo Dyeing. Further, beginning in Fiscal 2025,
our Company entered into an operation and maintenance (“O&M”) agreement with Sanjoo Dyeing following the
termination of the aforementioned leave and license agreement, after which our Company ceased operating the steam
generation facilities owned by Sanjoo Dyeing and started buying steam from Sanjoo Dyeing, as well as through
another agreement in Dahej GIDC, and re-sold the purchased steam to customers, which led to revenue from the
“Purchase and Distribution of Steam” during Fiscal 2025 to increase to ₹778.91 million.
We had coal trading in Fiscal 2024 of ₹0.19 million. We generally sell excess coal in the open market and whatever
coal was purchased by us in Fiscal 2024 was primarily utilized towards in-house consumption. Our coal trading sales
297increased from ₹0.19 million in Fiscal 2024 to ₹762.45 million in Fiscal 2025 primarily due to our Company’s sale
of coal in Sachin to Sanjoo Dyeing following the termination of the leave and license agreement and the cessation of
the Company’s operations of the steam generation facilities owned by Sanjoo Dyeing. These coal sale arrangements
commenced on April 1, 2025 are for a term of three years and pursuant to an O&M agreement between our Company
and Sanjoo Dyeing. Our Company has sold, and expects to continue to sell, coal to Sanjoo Dyeing & Printing Mills
Private Limited at the prevailing market prices and on an arms’ length basis.
Generation and Distribution of Industrial Gases
The generation and distribution of steam through our community boiler system is our primary business offering. We
commission the generation and distribution of steam through work orders given to boiler manufacturers for design,
engineering, manufacturing along with technical assistance for installation and commissioning for the boiler. The
boilers are installed on parcels of land that we lease or sub-lease. These boilers generate steam through the use of coal,
textile waste and refuse-derived fuel. The generated steam is then distributed through our own network of pipelines
to our industrial customers.
In addition, we extract nitrogen from atmospheric air using pressure swing adsorption (PSA) nitrogen generators and
supplying purified nitrogen through our pipeline network of thermal insulated inlet and outlet nitrogen pipelines.
Our revenue is generated through the sale of steam or nitrogen across sectors such as chemicals, pharmaceuticals,
paints, agro chemicals, and textiles, and we bear the responsibility of ensuring the proper operation and maintenance
of the community boiler system.
Purchase and Distribution of Steam
In this approach we purchase steam which is often a by-product of their core operations. We distribute the steam to
our customers through our pipeline network. Our revenue is generated through the sale and distribution of the
purchased steam. For example, we distribute steam that we purchase through our distribution pipelines in Dahej GIDC
and Sachin GIDC.
As part of our strategy, we are expanding our business offering by exploring other product offerings such as modifying,
operating and/or maintaining high-pressure boiler systems for industrial customers. See “- Our Strategies” on page
292.
Our Steam Boiler Process
The process of steam generation using our community boilers involves the following steps:
1. Fuel feeding. The fuel (typically coal, biomass or waste) is fed into a furnace.
2. Combustion. The fuel is burnt in a fluidized bed of sand or ash, which allows for the mixing and combustion
of the fuel particles.
3. Bed material fluidization. Air is introduced into the bottom of the bed, which fluidizes the bed material and
provides heat transfer to the water tubes.
4. Heat transfer. The fluidized bed material acts as a heat transfer medium, and it transfers the heat generated
by combustion to the water tubes surrounding the bed.
5. Boiler water evaporation. The heat is used to evaporate the water in the tubes, which creates steam.
6. Steam generation. The generated steam is collected and channelled to the steam header for distribution to the
desired location for industrial use.
7. Ash handling. Our boilers generate a fine, powdery residue called “fly-ash” as a by-product of burning coal
during the production of steam. We dispose of fly-ash in accordance with industry norms and the
298requirements of applicable state pollution control authorities.
The diagram below sets forth the operation of our community boilers.
Notes:
“DM plant” is demineralization plant, “RO plant” is reverse osmosis plant, “FD fan” is a forced draft fan and “PA fan” is a primary air fan.
Our coal based steam boilers are designed with an AFBC design, which reduces fuel consumption. An AFBC steam
boiler operates on the principle of fluidized bed combustion, wherein the bed of solid particles (as described in Step 2
above) is suspended in an upward-flowing flue-gas stream. The bed is maintained in a fluidized state by a high-velocity
gas flow, which causes the particles to behave like a fluid. One of the key features of AFBC-designed steam boilers
is the use of limestone or dolomite. This material reacts with the sulphur dioxide produced during combustion and
converts it into calcium sulphate, which is a less harmful compound. This process is known as flue gas desulfurization
and helps reduce the emission of sulphur oxides, which are major air pollutants. Another advantage of having AFBC-
designed steam boilers is the ability to burn a wide range of solid fuels, including coal, lignite, biomass and waste
materials such as wood chips and sawdust. This provides us with a versatile option and the ability to switch between
different fuel sources.
We use flow meters and SCADA systems for real-time data, alarm details, historical trending, and associated
information in a single interface which we believe minimizes the risks of incorrect decisions and leads to a quicker
resolution of issues. We track the generation and consumption of industrial gasses, pressure, temperature and other
critical parameters including SPM, SOx and NOx emissions. We also map our installations with the assistance of
drones to monitor leakages in our pipelines.
Our Facilities
We currently operate seven community steam boilers (six owned and one leased) in Gujarat through which we generate
and distribute steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam,
Nandesari and Panoli. Our facilities are strategically located near Indian ports and near customer clusters in Gujarat.
As of November 15, 2025, our combined installed plant capacity for steam across our seven boilers is an aggregate of
299345 TPH, which translates to an annual installed capacity of 2,185,920.00 TPA.6 In addition, we distribute steam that
we purchase in Dahej GIDC and Sachin GIDC. We also have one nitrogen generation and distribution facility, which
is located in Ankleshwar and commenced commercial operations in February 1, 2025 with a capacity of 350
NM3/hour.
In the six months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, all of our plant
and machinery have been purchased new and we have second-hand plant and machinery that has been acquired for
our upcoming plant in Jhagadia on a lease basis. Further as of September 30, 2025, our gross fixed assets amounted
to ₹2,866.78 million while our Right to Use assets which includes assets being carried on a Master Lease Agreement
(MLA) and operating lease of ₹801.91 million. None of our Company’s plant and machinery lease arrangements
involve any related parties or conflicts of interest.
The following table set forth details on our operational facilities.
Operational Facilities:
Existing Facility Address Type of Project Capacity Ownership
Ankleshwar Phase 1 Plot no. 302, Steam Generation and 60*2 TPH Boiler Registered Lease
and Phase 2, GIDC, Ankleshwar GIDC, Distribution Deed
Gujarat 393002
Vapi Phase 1 and Plot no. 1801/1 3rd Steam Generation and 60 TPH – 1 Boiler Leave and License
Vapi WTE Unit, phase, Vapi GIDC, Distribution 15TPH- 1 Boiler
GIDC, Gujarat 396195
Sarigam GIDC, Plot No. 2801 , Steam Generation and 60TPH – 1 Boiler Leave and License
Valsad, Gujarat Sarigam GIDC , Distribution
Umbergam Taluka ,
Valsad District ,
Gujarat, 396155
Nandesari GIDC, Plot no. 128/3 Steam Generation and 30 TPH- 1 Boiler Registered Lease
Vadodara, Gujarat Nandesari GIDC, Distribution Deed
391340
Ankleshwar, GIDC, Plot 303/c, Nitrogen Facility 350 NM3/HR Leave and License
Gujarat Ankleshwar GIDC,
393002
Panoli, GIDC Plot 510-511-512, Steam Generation and 60 TPH- 1 Boiler Deed of
Panoli GIDC, Distribution Assignment- 99
Bharuch-394115 Years
• Only Steam - No land Required
Sachin GIDC Distribution
• Only Steam - No Land Required
Dahej GIDC Distribution
The table below sets forth the years in which we started our operations, primary fuel used, installed capacities,
production, and capacity utilization for facilities operated by us for the six months ended September 30, 2025, Fiscal
2025, Fiscal 2024 and Fiscal 2023.
Vapi Facility Phase 1
Year of commencement of operations: 2017
Primary raw material for steam generation: Coal
Capacity
Boiler Installed
Production utilization for
capacity for capacity for
for the the
Period/Fiscal Year the the
period/fiscal period/fiscal
period/fiscal period/fiscal
(TPA) [B] (%)
(TPH) (TPA) [A]
[A/B]
6 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
300Six months period ended September 30, 2025 60 190,080.00 57,950.55 30.49%
Fiscal 2025 60 380,160.00 1,54,739.57 40.70%
Fiscal 2024 60 380,160.00 1,64,898.73 43.38%
Fiscal 2023 60 380,160.00 1,68,519.30 44.33%
Vapi WTE Unit 1
Year of commencement of operations: 2025
Primary raw material for steam generation: Non-fossil fuels - plastic waste, textile waste, agro-waste and RDF
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 15 47,520.00 32,335.79 68.05%
2025
Fiscal 2025 15 15,840.00 6,354.52 40.12%
Fiscal 2024 - - - 0.00%
Fiscal 2023 - - - 0.00%
Ankleshwar Facility Phase 1 and Phase 22
Year of commencement of operations: 2018 for Phase 1 and 2023 for Phase 2
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 120 380,160.00 212,275.24 55.84%
2025
Fiscal 2025 120 760,320.00 421,068.66 55.38%
Fiscal 2024 120 760,320.00 419,797.98 55.21%
Fiscal 2023 120 475,200.00 301,927.94 63.54%
Sarigam Facility3
Year of commencement of operations: 2023
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 60 190,080.00 26,176.90 13.77%
2025
Fiscal 2025 60 380,160.00 50,267.32 13.22%
Fiscal 2024 60 380,160.00 12,396.15 3.26%
Fiscal 2023 60 63,360.00 742.09 1.17%
301Nandesari Facility4
Year of commencement of operations: 2023
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months period
ended September 30, 30 95,040.00 47,956.22 50.46%
2025
Fiscal 2025 30 190,080.00 66,983.01 35.24%
Fiscal 2024 30 110,880.00 18,470.12 16.66%
Fiscal 2023 - - - -
Panoli Facility5
Year of commencement of operations: 2025
Primary raw material for steam generation: Coal
Boiler capacity for Installed capacity Production for Capacity utilization for
Period/Fiscal Year the period/fiscal for the period/fiscal the period/fiscal the period/fiscal (%)
(TPH) (TPA) [A] (TPA) [B] [A/B]
Six months ended
60 126,720.00 4,574.33 3.61%
September 30, 2025
Fiscal 2025 - - - -
Fiscal 2024 - - - -
Fiscal 2023 - - - -
As certified by Dr. P. J. Gandhi, Chartered Engineer, by way of certificate dated December 1, 2025.
(1) Vapi WTE unit facility, which became operational in February 1, 2025. Vapi WTE unit facility was only operational for 2 months
in fiscal 2025.
(2) Includes Ankleshwar Phase 2 facility, which became operational in January 2023.
(3) Sarigam facility was operational for only 2 months in Fiscal 2023
(4) Nandesari facility was operational for only 7 months in Fiscal 2024
(5) Panoli Facility is operational since June 2025
(6) Nitrogen Facility in Ankleshwar became operational in February 1, 2025.
Notes:
• TPH – Tonnes per Hour
• TPA – Tonnes per Annum
• The installed capacity for the fiscal year has been calculated based on 330 operational days, assuming boiler operations at an
optimal efficiency level of 80%. This calculation is prorated based on the actual operational period of the plant.
• Installed capacity for the six months period ended September 30, 2025 has been calculated by assuming 50% of the annualized
installed capacity.
• Capacity utilization has been calculated based on actual production during the relevant period/fiscal year divided by the aggregate
installed capacity of the relevant facility for the period/fiscal year.
We believe that our operations in Fiscal 2025 and Fiscal 2024, have been adversely impacted by this downward trend
in the chemical and agrochemical industrial sectors. The chemicals and agrochemicals industry has been navigating a
pronounced downturn since 2024, driven by a confluence of cyclical, geopolitical, regulatory, and structural forces
that is likely to prolong weakness going forward as well. (Source: F&S Report). Cyclically, the sector has faced a
sharp correction after the 2020–2022 upcycle, with global inventory destocking, excess capacity, and muted demand
in key export markets leading to double‑digit volume and price declines, particularly in Indian agrochemical
exports(Source: F&S Report). This decline is reflected in the reduced contribution of these sectors to our revenue,
which dropped from 42.91% in Fiscal 2024 to 36.20% in Fiscal 2025.
302According to the F&S report, steam consumption in the chemical industry is approximately 1.5 kg of steam per
kilogram of chemical produced and, thus any downturn in the volume of chemical production reduces steam
consumption. Customer offtake levels have been lower than expected, which has resulted in low capacity utilization
in the six months ended September 30, 2025 and in Fiscal 2025 and Fiscal 2024. Our Company has the scope to divert
this unutilized steam to other customers; however, any such new customers must be connected to our pipeline network
after obtaining the requisite ROU.
It is further submitted that after our new facilities become operational, these facilities take time to stabilize and reach
their desired utilization level. For instance, the Nandesari plant became operational in September 2023, and its capacity
utilization has been gradually increasing since then. Similarly, our Sarigam plant commenced operations at the end of
February 2023, and its capacity utilization is also improving. Our Panoli plant commenced operations in June 2025
and had low capacity utilization to date as it begins to ramp up operations.
Our Planned Facilities
We are planning new community industrial gas facilities: Panoli (Phase 2), Nandesari (Phase 2), Jhagadia, Vapi (Phase
3), Dahej SEZ, Ankleshwar (Phase 3), Pirana (Ahmedabad) and Tarapur. Among these planned facilities of Nandesari
(Phase 2), Vapi (Phase 3), and Pirana (Ahmedabad) are expected to use non-fossil fuel for generation of steam. The
leases on which our Gujarat facilities are located are undertaken on an arrangement between us and a third party.
The following table provides information on the status, project cost, source of funds, expected timelines and any
customer tie-ups for the purchase of steam as of September 30, 2025 in respect of our Nandesari (Phase 2), Jhagadia,
Vapi (Phase 3), Pirana projects and Tarapur.
Source of Funds of total project
Project cost
All cost
(₹ millions) Expected Customer
relevant (₹ millions)
Project timeline for tie-ups for
approvals Debt
Name Spent till start of purchase of
in place finance Internal
Proposed September Subsidy operations steam
(yes/no) or lease Accrual
30, 2025
finance
Nandesari Calendar year Not
Yes 394.26 286.23 295.70 - 98.56
(Phase 2) 2026 Avail able
Jhagadia Between
6 to 22 TPH
Calendar year
Yes 150.00 134.95 56.00 - 94.00 as agreed
2026
with the
custo mer
Vapi (Phase Between
3) 150 to 400
Calendar year TPD
Yes 400.00 295.54 300.00 - 100.00
2026 as agreed
with the
customer
Pirana Calendar year Not
No 695.00 105.92 260.00 347.50 87.50
2027 Available
Tarapur Calendar year Not
No 450.00* 85.82 337.50 - 112.50
2027 Available
* We are contemplating raising term debt up to 75% of the proposed project cost.
Nandesari (Phase 2)
Our Nandesari (Phase 2) facility, which will be established at the same location as our existing facility, is expected to
have an installed capacity of 30 TPH. Fuel for this facility is expected to be refuse-derived fuel and/or agro-waste
sourced from local authorized vendors. We have signed a lease for 6,000 square meters with a five year term expiring
on October 28, 2028 (subject to renewal), which is for both the Nandesari (Phase 1 and Phase 2) facilities.
We have made progress in developing this new facility, including obtaining the “Consent to Establish” from the
303Gujarat Pollution Control Board (“GPCB”) and the factory inspector for expansion. Being co-located with our existing
facility, we will use this new plant to further increase our reach of customers located in Nandesari.
Jhagadia
Our Jhagadia facility is expected to have an installed capacity of 30 TPH. Fuel for this facility is expected to be coal,
sourced from authorized local vendors. We have signed a lease for 17,164.69 square meters with a 99-year term from
the Gujarat Industrial Development Corporation (“GIDC") expiring on March 18, 2107. We have obtained the
“Consent to Establish” from GPCB, BOCW (Building under construction license) from factory inspector and plan
approval from GIDC. We have commenced the construction work.
Vapi (Phase 3)
Our Vapi (Phase 3) facility is expected to have an installed capacity of 30 TPH. Fuel for this facility is expected to
include coal, agro-waste, refuse-derived fuel, and LDO, all of which will be sourced from authorized vendors. We
have signed a deed of leave and licence for 5,243 square meters which is expiring on November 11, 2029. We have
obtained the “Consent to Establish” from GPCB.
Dahej SEZ
Our Dahej SEZ facility is expected to have an installed capacity of 30 TPH. Fuel for this facility is expected to be
coal, sourced from authorized local vendors. We have signed a license agreement for constructing the facility for three
years beginning May 30, 2023. We will enter a 30 year lease after construction completion. We have obtained the
“Consent to Establish” from GPCB and plan approval from GIDC. For further information, see “Objects of the Offer”
on page 133.
Pirana, Ahmedabad
We were awarded a work order for the Pirana facility through a tender by the Ahmedabad Municipal Corporation
(“AMC”). Our Pirana SEZ facility is expected to have an installed capacity of 30 TPH. AMC will provide half of the
capital expenditure and land. Fuel for this facility is expected plastic waste and textile chindi. It will be situated on a
five-acre parcel at the Pirana waste dumping site. We have obtained the “Consent to Establish” from GPCB.
We have been awarded a ₹ 347.50 million subsidy from Ahmedabad Municipal Corporation in respect of our Pirana
facility. There are no specific terms and conditions for obtaining this subsidy. We are required to furnish a bank
guarantee to AMC, and AMC will disburse the subsidy as per the schedule of work prescribed by AMC. The Company
has no obligation to repay the subsidy.
Ankleshwar (Phase 3)
Our Ankleshwar (Phase 3 facility) is expected to have an installed capacity of 60 TPH. Fuel for this facility is expected
to be coal and diesel sourced from authorized vendors. Ankleshwar (Phase 3 facility) will be built on the same plots
as our existing facilities. We have obtained the “Consent to Establish” from GPCB and plan approval from GIDC.
Panoli (Phase 2)
Our Panoli (Phase 2 facility) is expected to have an installed capacity of 60 TPH. Fuel for this facility is expected to
be coal and diesel sourced from authorized vendors. Panoli (Phase 2 facility) will be built on the same plots as our
existing facilities. We have obtained the “Consent to Establish” from GPCB and plan approval from GIDC.
Tarapur
Our Tarapur facility is expected to have an installed capacity of 60 TPH. Fuel for this facility is expected to be coal,
sourced from authorized local vendors. Our Tarapur facility will be constructed in the Tarapur industrial Area in the
Boisar district of Palghar, Maharashtra under lease from the Maharashtra Industrial Development Corporation
(MIDC). We have obtained the “Consent to Establish” from Maharashtra Pollution Control Board.
304The following tables summarize information about our planned facilities and planned facilities for which proceeds
from the Fresh Issue will be utilized.
Planned Facilities:
Existing Facility Address Type of Project Capacity Ownership
Jhagadia GIDC Plot 680/2, Jhagadia GIDC, 3931130 Future Project 30 TPH 99 Year Lease Deed
Sur no. / Block no. 337 part of village Future Project 30 TPH Work Order for 10
Pirana, Ahmedabad Shahwadi, Ahmedabad, 382425 years
Plot no. 128/3 Nandesari GIDC, Future Project 30 TPH Registered Lease
Nandesari (Phase 2) 391340 Deed
Vapi, GIDC Future Project 30 TPH Leave and License
(Phase 3) (Plot A2/14, GIDC, Vapi), 396191 Agreement
Tarapur Plot No. E136, MIDC Tarapur, Future Project 60 TPH 95 Years Lease Deed
industrial Area, Boisar, Dist, Palghar,
401506, India
Planned Facilities (for which proceeds from the Fresh Issue will be utilized):
Existing Facility Address Type of Project Capacity Ownership
Dahej SEZ Plot No. Z/85/2/A/1, Dahej SEZ , IPO Proceed 30 TPH Leave and License
392130 Project
Ankleshwar, GIDC, Plot no. 302, Ankleshwar GIDC, IPO Proceeds 60TPH Registered Lease
Gujarat (Phase 3) 393002 Project Deed
Plot 510-511-512, Panoli GIDC, IPO Proceeds 60TPH Deed of Assignment-
Panoli Phase 2 Bharuch-394115 Project 99 Years
Our Distribution Network
We own, operate and maintain a pipeline system connecting each of our facilities to our customer’s premises. We
have rights of way for our pipelines which usually connect to our customer’s own pipes at their premises. As of
November 15, 2025, we owned, operated and maintained a 56,236 meters operational pipeline system connecting our
facilities to our customers’ premises. As of November 15, 2025, our individual pipelines span from a minimum of
3,000 meters to a maximum of 20,000 meters.
In cases where we purchase steam produced by other generating entities, we distribute the steam to our customers
through our pipeline network. In this regard, we distribute steam that we purchase through our distribution pipelines
in Dahej GIDC and Sachin GIDC.
The following table describes our pipeline network for the periods indicated.
Particulars* As at, or the period As at, or the year As at, or the year As at, or the year
ended, September ended, ended, ended, ended, ended, ended, March
30, 2025 March 31, 2025 March 31, 2024 31, 2023
Pipeline installed (in meters) 55,916 47,526 41,539 27,085
*The information is based on the certificate issued by Dr. P.J. Gandhi, Chartered Engineer, by way of certificate dated December 1, 2025.
Our Coal Trading
As we procure large quantities of coal as the primary fuel for our industrial gas business, we also engage in coal
trading, where the excess coal that we purchase in bulk is sold in the open market.
The table set forth below provides our consolidated revenue from operations from coal trading for the periods
indicated.
305Six months period
ended September 30, Fiscal 2025
Fiscal 2024 Fiscal 2023
2025
Business % of % of % of % of
revenue revenue revenue revenue
₹ millions ₹ millions ₹ millions ₹ millions
from from from from
operations operations operations operations
Coal trading 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
Our Customers
We served 174 customers during the six months period ended September 30, 2025, 173 customers during Fiscal 2025,
125 customers during Fiscal 2024 and 91 customers during Fiscal 2023. Our business is predominantly conducted on
a business-to-business basis. We have a diverse customer base comprising industrial customers across key sectors
including, pharmaceuticals, chemicals, textiles, agro-chemicals, tyres, dyes and pigments, polymers, paints and other
sectors.
Selected examples of our customer base include Aether Industries Limited, Anupam Rasayan India Limited, Globe
Enviro Care limited, Gujarat Polysol Chemicals Private Limited, Devanshi Dyestuff, K. Patel Chemo Pharma Private
Limited, K. Patel Dye Chem Industries Private Limited, Mahavir Synthesis Private Limited, Mangalam
Intermediaries, Orgo Chem Gujarat Private Limited and Subhasri Pigments.
Geography of customers
In the six months period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, 100% of our
revenue from the sale of industrial gases was earned from customers in Gujarat. For more information, see “Risk
Factors - Our steam generation and distribution plant and our nitrogen plant are concentrated in Gujarat, India and
our raw materials (including fuel sources other than coal) are sourced from suppliers located in the State of Gujarat.
Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in the Gujarat
area could have an adverse effect on our business, results of operations, cash flows and financial condition” on page
52.
Concentration of customers
Our business is concentrated with our top 10 customers. The table below sets forth our revenue from our largest
customer, top three customers and top 10 customers and their respective contributions to our revenue from operations
for the periods indicated.
Six months period
ended September
30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
revenue revenue revenue revenue
from from from from
₹ operatio operatio operatio operatio
Particulars million ns ₹ million ns ₹ million ns ₹ million ns
Largest customer 563.88 23.65% 656.03 16.60% 314.19 10.77% 469.60 14.88%
Top 3 customers 829.80 34.80% 1,117.92 28.29% 833.92 28.59% 1,082.31 34.30%
Top 10 customers 1,259.55 52.83% 2,131.67 53.95% 1,744.12 59.79% 2,011.83 63.76%
The tables below set forth revenue from operations from our top 10 customers in each of the periods indicated.
306Six months period ended
September 30, 2025
% of
revenue
from
Top 10 Customers* ₹ million operations
Sanjoo Dyeing & Printing Mills Private Limited(1) 563.88 23.65%
Customer 2 143.45 6.02%
Customer 3 122.47 5.14%
Customer 4 78.53 3.29%
Customer 5 64.14 2.69%
Customer 6 60.53 2.54%
Customer 7 60.44 2.54%
Aether Industries Limited 59.42 2.49%
Globe Enviro Care Limited 54.31 2.28%
Customer 10 52.38 2.20%
Total 1,259.55 52.83%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our sales to it are considered related party transactions.
Fiscal 2025
% of
revenue
from
Top 10 Customers* ₹ million operations
Sanjoo Dyeing & Printing Mills Private Limited(1) 656.03 16.60%
Customer 2 233.53 5.91%
Customer 3 228.36 5.78%
Customer 4 222.05 5.62%
Customer 5 180.67 4.57%
Aether Industries Limited 164.61 4.17%
Customer 7 119.29 3.02%
Customer 8 114.29 2.89%
106.87 2.70%
Globe Enviro Care Limited
Customer 10 105.96 2.68%
Total 2,131.67 53.95%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our sales to it are considered related party transactions.
Fiscal 2024
% of
Top 10 Customers* ₹ million revenue
307from
operations
Customer 1 314.19 10.77%
Customer 2 281.86 9.66%
Customer 3 237.87 8.15%
Aether Industries Limited 211.75 7.26%
Customer 5 193.03 6.62%
Customer 6 125.44 4.30%
Globe Enviro Care Limited 110.82 3.80%
Customer 8 110.78 3.80%
Customer 9 84.21 2.89%
Sanjoo Prints Private Limited(1) 74.17 2.54%
Total 1,744.12 59.79%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Prints Private Limited is a group company and our sales to it are considered related party transactions.
Fiscal 2023
% of
revenue
from
Top 10 Customers* ₹ million operations
Customer 1 469.60 14.88%
Customer 2 328.71 10.42%
Customer 3 284.00 9.00%
Aether Industries Limited 171.36 5.43%
Anupam Rasayan India Limited 167.38 5.30%
Customer 6 146.71 4.65%
Globe Enviro Care Limited 139.66 4.43%
Customer 8 114.22 3.62%
Customer 9 107.42 3.40%
Customer 10 82.79 2.62%
Total 2,011.83 63.76%
* The disclosure of names has only been made for such customers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
Customer contracts and pricing
We typically enter into customer supply agreements of between 12 months and 10 years with our customers. We rely
on these contracts to govern the price and steam quantity obligations in our contracts. Under many of these customer
supply agreements, the customer is required to commit to a minimum consumption level, failing which charges
towards deficit consumption may be recovered by us. Our steam prices have two components: variable cost and fixed
cost. Variable cost moves in line with the coal prices. If the coal prices increase, variable cost component of the steam
prices goes up and if the coal prices decline, variable cost component of the steam prices goes down. In most of our
customer contracts, the fixed cost component has a reserve escalation year on year that ranges between 3% to 10%
308and is designed to cover inflation (other than coal prices). Our customers may terminate their contracts or choose to
reduce offtake for a number of reasons including, but not limited to, breach of agreement and reduction in demand in
their end user industries. Further, our customers who purchase steam on invoice basis may choose to restrict or
completely stop purchase of steam from us without any obligation.
Not all our customers enter supply contracts (including our nitrogen customer) and, instead, we supply steam or
nitrogen to them on an invoice basis.
In respect of customers supply contracts that we have entered and/or are proposing to enter after June 30, 2025, we
have tried to negotiate and/or will negotiate with customers to agree to a minimum consumption amount in our
customer agreements with them. In addition, in these customer supply contracts entered after June 30, 2025, we have
committed to our customers a minimum supply of steam on a periodic basis. For further information, see “Risk
Factors - Our top ten customers contributed 52.83% of our revenue from operations in the six months period ended
September 30, 2025 and 53.95% of our revenue from operations in Fiscal 2025. We also derive a significant portion
(more than 96.64% in the six months period ended September 30, 2025 and 88.01% in Fiscal 2025) of our revenue
from operations from repeat orders. Loss of any of these customers or a reduction in purchases or repeat orders by
any of them could adversely affect our business, results of operations, cash flows and financial condition.” on page
35.
Raw Materials and Suppliers
Fuels and Raw materials
Our community boilers use coal (primarily imported Indonesian coal), plastic waste, textile chindi, agro waste, refuse-
derived fuel to generate steam output. We also use, and will increase our use of, non-fossil fuels, such as plastic waste,
textile chindi, agro-waste and refuse-derived fuel. Generally, raw materials are not required for the production of
nitrogen. We source pipe domestically for our steam distribution.
To align with our commitment to reduce our usage of fossil fuel, our Vapi facility WTE unit has a 15 TPH community
boiler installed that generates steam using non-fossil fuel like paper mill waste, agro-waste and/or textile chindi waste.
We purchase our coal as follows:
• We purchase coal from Indian importers after the coal has cleared Indian customs. These importers
predominantly obtain their coal from Indonesia.
• We also purchase coal on a “high seas’ basis”, which is where we purchase coal still in transit at sea
before it enters Indian customs territory, and after our purchase which we become responsible for
customs clearance.
• We purchase coal directly from overseas suppliers on a cost, insurance and freight basis to India and
are responsible for customs clearance.
The price of coal is based on, or linked to, the international price of coal, which fluctuates and is variable.
The table below sets forth state-wise bifurcation of raw materials for the periods indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
% of total % of total % of total % of total
Amount purchases Amount purchases Amount purchases Amount purchases
(₹ (₹ (₹ (₹
millions) (%) millions) (%) millions) (%) millions) (%)
India
309Dadra & Nagra
Haveli - - 0.09 0.00 2.71 0.12 - -
Gujarat 1,643.57 99.99% 2,728.56 96.23 1,700.86 78.19 2,064.71 88.64
Maharashtra 0.19 0.01% (0.00) (0.00) 0.31 0.01 0.05 0.00
Rajasthan - - 0.07 0.00 - - - -
Tamil Nadu - - 0.23 0.01 - - - -
Outside India - - 106.60 3.76 471.43 21.67 264.63 11.36
Total 1,643.76 100.00% 2,835.54 100.00% 2,175.32 100.00% 2,329.39 100.00%
The table below sets forth our total purchases from suppliers in India and outside India for the periods indicated.
Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
purchases purchases purchases purchases
(₹ millions) (%) (₹ millions) (%) (₹ millions) (%) (₹ millions) (%)
India 1,643.76 100.00% 2,728.95 96.24% 1,703.89 78.33% 2,064.76 88.64%
Outside India
High seas - 106.60 3.76%
359.30 16.52% - -
purchase(1)
Direct import - - - - 112.13 5.15% 264.63 11.36%
Total Outside - - 106.60 3.76%
471.43 21.67% 264.63 11.36%
India
Total 1,643.76 100.00% 2,835.54 100.00% 2,175.32 100.00% 2,329.39 100.00%
(1) Coal purchases on a “high seas basis” or directly from overseas suppliers where we are responsible for customs clearance are considered
purchases outside of India. Coal purchases from Indian importers after the coal has cleared Indian customs are considered in India
Suppliers
The table below sets forth our total purchases from our largest supplier and our top 10 suppliers for the periods
indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
total total total total
purchase purchase purchase purchase
Particulars ₹ million s ₹ million s ₹ million s ₹ million s
Largest supplier 357.93 21.78% 331.64 11.70% 380.24 17.48% 290.94 12.49%
Top 3 Suppliers 789.59 48.04% 973.77 34.34% 920.18 42.30% 801.76 34.42%
Top 10 suppliers 1,504.45 91.52% 2,136.66 75.35% 1,664.74 76.53% 1,850.16 79.43%
The tables below set forth our total purchases from our top 10 suppliers in each of the periods indicated.
310Six months period ended
September 30, 2025
% of total
Top 10 Suppliers* ₹ million purchases
Maheshwari Logistics Limited 357.93 21.78%
Swastik Poly Prints Private Limited 221.09 13.45%
Saraogi Udyog Private Limited 210.57 12.81%
Supplier 4 178.93 10.89%
Supplier 5 156.15 9.50%
Sanjoo Dyeing & Printing Mills Private Limited(1) 142.74 8.68%
Ganpati Energy Private Limited 96.64 5.88%
Rawalwasia Textile Industries Private Limited 68.68 4.18%
Supplier 9 43.05 2.62%
Shree Hajarimal Dyeing And Printing Mills Private Limited 28.68 1.74%
Total 1,504.45 91.52%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it are considered related party transactions.
Fiscal 2025
% of total
Top 10 Suppliers* ₹ million purchases
Maheshwari Logistics Limited 331.64 11.70%
Sanjoo Dyeing & Printing Mills Private Limited(1) 329.08 11.61%
Swastik Poly Prints Private Limited 313.05 11.04%
Rawalwasia Textile Industries Private Limited 211.58 7.46%
Supplier 5 210.32 7.42%
177.43 6.26%
Supplier 6
Saraogi Udyog Private Limited 172.55 6.09%
Ganpati Energy Private Limited 133.04 4.69%
Shree Hajarimal Dyeing And Printing Mills Private Limited 131.17 4.63%
Gandhar Coals & Mines Private Limited 126.79 4.47%
Total 2,136.66 75.35%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it are considered related party transactions.
Fiscal 2024
% of total
Top 10 Suppliers* ₹ million purchases
Saraogi Udyog Private Limited 380.24 17.48%
Gandhar Coals & Mines Private Limited 290.07 13.33%
Maheswari Logistics Limited 249.87 11.49%
Shree Hajarimal Dyeing and Printing Mills Private Limited 248.30 11.41%
Swastik Polyprints Private Limited 161.18 7.41%
Supplier 6 89.19 4.10%
Sanjoo Dyeing and Printing Mills Private Limited(1) 65.60 3.02%
Rawalwasia Textile Industries Private Limited 64.53 2.97%
Sanjoo Prints Private Limited(1) 58.81 2.70%
311Supplier 10 56.96 2.62%
Total 1664.74 76.53%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited and Sanjoo Prints Private Limited are group companies and our purchases from them
are considered related party transactions.
Fiscal 2023
% of total
Top 10 Suppliers* ₹ million purchases
Maheshwari Logistics Limited 290.94 12.49%
Ganpati Energy Private Limited 255.47 10.97%
Supplier 3 255.34 10.96%
Rawalwasia Textile Industries Private Limited 225.05 9.66%
Supplier 5 215.51 9.25%
Swastik Polyprints Private Limited 192.07 8.25%
Supplier 7 160.54 6.89%
Saraogi Udyog Private Limited 99.87 4.29%
Supplier 9 85.65 3.68%
Sanjoo Dyeing and Printing Mills Private Limited(1) 69.71 2.99%
Total 1,850.16 79.43%
* The disclosure of names has only been made for such suppliers who have provided consent to being named in this Updated Draft Red
Herring Prospectus – I.
(1) Sanjoo Dyeing and Printing Mills Private Limited is a group company and our purchases from it is considered related party transactions.
Awards and Accreditations
We have been honoured with awards and recognitions in the past three years as an acknowledgement of our business
strengths and the value of our brand. These awards include the “Best Innovative Business” award by Divya Bhaskar,
excellence in energy tech at Times Business Awards Surat 2023, second Prize winner of Best Display of Products at
the fourteenth AIA Industrial Expo 2024, “Best Transformation Leader in the field of community boilers and
combined heat and power solutions” at the Business Transformation Leaders in 2022. We also won the award for
“Outstanding professional achievement and contribution towards nation building” at the 62nd national summit
Atmanirbhar Bharat: Vision of New India, Environment Conclave. We were awarded the “CER award for excellence
in Corporate Environmental Responsibility” by the Southern Gujarat Chamber of Commerce and Industry and Gujarat
Pollution Control Board, Laghu Udyog Bharti in 2024. Further, we won the award for “Pioneering work towards
environment protection and betterment of environment for future generation” by Sachin Industrial Co-Op Society
Limited. In November 2025, we have secured the Best Display of product award amongst Industrial Consultant
Category in the Dahej Industrial Expo.
Sales and Marketing
Our business is predominantly conducted on a business-to-business basis, and our focus is on maintaining constant
contact with customers. We have a sales and marketing team that is dedicated to taking new orders, quoting rates and
aids in understanding the requirements of our customers. As of September 30, 2025, we had a sales and marketing
team of five (5) personnel.
To raise awareness of the benefits of generation of steam through community boilers and showcase our offering, we
reach out to potential customers through various channels. These include:
312• publication and distribution of informative brochures and promotional offers;
• communication through various social media platforms; and
• participation in, and sponsorship of, various local industry events, trade shows and exhibitions.
Quality Control and Quality Assurance
We have an Environment Management Plan (“EMP”) which provides a delivery mechanism to address potential
adverse impacts and introduces standards of good practice to be adopted across all projects. For each stage of the
program, the EMP lists all the requirements to ensure effective mitigation of every potential biophysical and socio-
economic impact identified in the Environment Impact Assessment reports. We perform routine quality checks to
monitor quality during the steam generation process.
Our quality control measures begin with procurement of high-GCV (Gross Calorific Value) coal” to “GCV of range
3,217 KCal to 5,204 KCal.
Inventory Management
The table below sets forth our inventory, average inventory and inventory turnover ratio as at, or for the periods, indicated:
As at, or for the As at, or for the year ended, March 31
six months period
ended, September
Particulars 30, 2025 2025 2024 2023
Inventories (₹ million) 309.16 461.02 462.27 83.18
Inventory turnover ratio* 5.81** 6.16 3.89 27.33
* Inventory turnover ratio is computed as cost of goods sold for the period divided by inventory as of a specified date Cost of goods sold is calculated
as cost of material consumed plus purchase of stock in trade and changes in the inventories of finished goods, work- in- progress and stock in trade.
** Not annualised
Aircraft
We have received a license to operate as a Non-Scheduled Operator from the DGCA on October 21, 2025, which is
valid until October 20, 2030. As a process and in anticipation for the approval of this license, we entered into a lease
agreement with Sanjoo Dyeing Inc., a US subsidiary of our Group Company, to charter one six-seater single engine
aircraft at an annualized lease rental of US$240,000 per annum from the date of receipt of the license. For further
information, see “Risk Factors - Our promoters and management have no experience in operations and management
of aircraft services” on page 53.
Environment, Health and Safety
We are subject to national, regional and state laws and regulations in India relating to safety, health and environmental
protection. These laws and regulations impose controls on air and water discharge, noise levels, employee exposure
to hazardous substances and other aspects of our operations.
Health and employee safety
We are committed to maintaining high standards of workplace health and safety, and we aim to become a zero-accident
organisation. We believe that accidents and occupational health hazards can be significantly reduced through a
systematic analysis and control of risks and by providing appropriate training to our management and our employees.
We have Safety Officers around the boiler 24hours/7days per weeks for security and safety. Further, we conduct
comprehensive safety reviews and audits by safety consultants.
313Environment
In addition to creating initiatives to improve workplace employee safety, we also implement initiatives to reduce the
environmental impact of our operations.
Our boilers generate fly-ash as a by-product of burning coal during the production of steam. We dispose of fly-ash in
accordance with the requirements of applicable state pollution control authorities.
For further information, see “Our Strengths – Track record of implementing ecofriendly solution and promoting
sustainable development” on page 291 and “Our Strategies – Reduce our carbon footprint” on page 295.
Utilities
We consume power for our operations at our facilities, which is sourced through the local state power grid and from
the captive electricity generated by our back pressure turbines in Nandesari.
The table below sets forth our utility charges as percentage of revenue from operations for the periods indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of % of
Revenue Revenue Revenue Revenue
from from from from
Particulars ₹ million Operations ₹ million Operations ₹ million Operations ₹ million Operations
Utility 64.16 2.69% 110.19 2.79% 115.60 3.96% 81.60 2.59%
charges
Information Technology
Our information technology (“IT”) systems are vital to our business, and we have adopted data privacy policies to
assist us in our operations. The key functions of our IT team include establishing and maintaining information systems
and infrastructure services to support our business requirements and maintaining secure operations.
Information security and disaster recovery
Information security is one of the key focus areas. We protect data through our SQL database, which stores data
through AWS (Amazon Web Services).
For information on the risk to our IT systems, see “Risk Factors - Failure or disruption of our IT systems may adversely
affect our business, financial condition and results of operations” on page 80.
Insurance
Our operations are subject to risks, including liability for property damage, malfunctions and failures of equipment,
fire, explosions, accidents, personal injury or death, environmental pollution and natural disasters. We maintain
insurance coverage that we consider necessary for our business. We maintain an insurance policy that insures against
material damage to buildings, boiler blast incidents, fire, lightening, accident casualties, facilities and machinery,
furniture, fixtures, fittings, stocks and machinery breakdown. In addition, we maintain commercial general liability
insurance that covers liability in claims for bodily injury (and medical payments) and workman insurance, property
damage, and personal and accidental injury and damages due to war, invasion and terrorism. We have directors’ and
officers’ insurance to offer protection for us and our management.
The table below sets forth particulars of our insurance coverage as at the dates indicated.
314Particulars September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Insured assets (₹ million) 3,333.63 2,951.26 2,507.07 1,062.94
Insured assets as % of fixed assets 82.22% 78.63% 88.85% 64.56%
(gross block less land cost), capital
work in progress and inventory
Insured assets as % of total assets 56.09% 54.28% 59.37% 43.02%
We believe that our insurance coverage is in accordance with industry custom, including the terms of and the scope
of the coverage provided by such insurance. However, our policies are subject to standard limitations, including with
respect to the maximum amount that can be claimed. Therefore, insurance might not necessarily cover all losses
incurred by us and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits
of, or outside the relevant coverage of, our insurance policies.
For further information, see “Risk Factors – We may not have sufficient insurance coverage to cover our economic
losses as well as certain other risks, not covered in our insurance policies, which could adversely affect business,
results of operations and financial condition” on page 66.
Human Resources
We place importance on developing our human resources. As of September 30, 2025, our workforce comprised 213
employees, and we utilised the services of 292 contract labourers (136 at Ankleshwar, 50 at Nandesari, 34 at Sarigam,
38 at Vapi and 34 at Panoli). Our combination of full-time employees and contract personnel provide us flexibility to
operate our business efficiently.
The table below sets forth the number of our employees as of September 30, 2025
Departments / Teams Employees
Accounts and finance 17
Admin and HR 16
IT & Automation 5
Legal and Compliance 7
Sales and Marketing 5
Facility operations 142
Aviation 8
Procurement 5
Management 8
Total 213
Our work force is a critical factor in maintaining quality, productivity and safety, which strengthens our competitive
position. We are committed to provide safe and healthy working conditions.
The table below set forth the attrition rate for our employees for the periods indicated.
Six months period ended
Particulars September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition rate (%)* 10.12 37.83 22.74 30.29
*Attrition rate = (number of permanent employees that left during the year/ period)/ (number of permanent employees
315at the start of the year/ period plus the number of permanent employees at the end of the year/ period).
Our employee attrition rate increased from 22.74% in Fiscal 2024 to 37.83% in Fiscal 2025. The increase was
primarily driven by entry level employees who are generally open to switch employment for relatively small
increments being offered by other organisations who compete for employees with similar skill-set.
We have an on-boarding and training policy that is department specific. Our training is carried out at our facilities to
which we believe helps turn unskilled labour into semi-skilled labour, and semi-skilled labour into skilled labour, thus
increasing productivity.
In addition to compensation that includes salary and allowances, our employees receive statutory benefits (including
employees provident fund, pension, retirement and gratuity benefits, workman’s compensation, maternity and other
benefits, as applicable).
Competition
In the F&S report, F&S identified Linde India Limited, Ellenbarrie Industrial Gases Limited, PR Ecoenergy Private
Limited and Detox India Private Limited as our peer group competitors offering industrial gases through distributed
pipeline networks. (Source: F&S Report). In addition, we may face significant competition from other Indian
industrial gas generating companies in the future who will compete for the same customers.
As the industrial gas industry grows and evolves, we may also face new competitors who are not currently in the
market. Competition from such producers may increase if the technology used to generate steam from other sources
becomes more sophisticated, or if the Government of India elects to further strengthen its support of alternative
technology.
To remain competitive in a rapidly changing market, we must continuously strive to innovate and improve our
operational efficiency and reduce our operating costs.
Intellectual Property Rights
We have 6 trademark registrations in India with the Trade Marks Registry including for our company logos.
The logo was assigned to us by Sanjoo Dyeing and Printing Mills Private Limited pursuant to a deed of
assignment dated November 14, 2022. We also have a trademark registration in India with the Trade Marks Registry
for the word mark “Community Boiler.” Further, we have 8 trademark applications under process, of which 3 are
objected.The pending trademark applications are not currently affecting our business; however, if our applications for
these trademarks are not approved these trademarks could potentially be used by other persons which might create
brand confusion and, accordingly, could have a material adverse impact on our business, results of operations, cash
flows and financial condition.
Our Company has applied for a patent having application number 202321026338 under Controller General of Patents,
Design and Trade Marks, dated April 8, 2023, which is published and has further processed for examination under
Indian Patent Act, 1970. We have received the First Examination Report (FER), which is the first official
communication from the Indian Patent Office (IPO). The Company is in the process of preparing its response to this
FER. If the patent is not granted for any reason, we do not expect that our business, results of operations or financial
condition would be materially and adversely affected.
As at the date of this Updated Draft Red Herring Prospectus-I, we had a patent application under process as described
below.
Patent Application
Status Description Product application
Number
316This invention relates to a system for
recovery and charging of bed material
in Atmospheric Fluidized Boiler
(AFB). The said system is consisting of
a bed material drain assembly, a sieve
shaker assembly for segregation of bed
material 5 drained from Atmospheric
Fluidized Boiler (AFB), an elevator
assembly for lifting of the bed material
at elevated height for increasing its
gravitational potential energy and a
storage and supply assembly for
storing of the bed material at elevated
height and feeding it at a pressure
higher than a furnace pressure of the
Application
System for recovery and Atmospheric Fluidized Boiler (AFB).
referred u/s 12 for
202321026338 charging of bed material in
examination
atmospheric fluidized boiler The said system prevents frequent load
reduction during bed material charging
while Atmospheric Fluidized Boiler
(AFB) is in operation and reduces the
shutdown time during fresh charging of
bed material during lit up of
Atmospheric Fluidized Boiler (AFB).
The said invention helps in safe
operation and maintains a uniform load
by accurate control of combustion in
Atmospheric Fluidized Boiler 15
(AFB) which satisfies end
requirements. The said system prevents
chronic problem of cracking of bed
drainpipes of Atmospheric Fluidized
Boiler (AFB)
Properties
Our registered and corporate office is located at Office No. 324, Second Floor, Four Point, V.I.P. Road, Surat- 395007.
Our registered and corporate office is leased for a term of 11 months until the end of May 2026.
The following table sets forth details of our primary properties as at the date of this Updated Draft Red Herring
Prospectus-I.
Address Details of Lessor Related party or Arm’s Adequately
not length Stamped or
transaction not.
Office No.- 324 , Second Floor, Neha Natwarlal Darak No Not Notarized –
Four Point, V.I.P. Road, Vesu, applicable 11 months
Surat, 395007, Gujarat, India agreement
Plot no. 302, Ankleshwar GIDC, Advaitya Dye Chem Private Limited No Not Yes as per
393002, India applicable GIDC rules,
as the land is
in GIDC
Area.
Plot 303/c, Ankleshwar GIDC, Vardayini Chemicals No Not Yes as per
393002, India applicable GIDC rules,
as the land is
in GIDC
Area.
317Address Details of Lessor Related party or Arm’s Adequately
not length Stamped or
transaction not.
Plot no. 1801/P/1 3rd phase, Vapi Swastik Infrastructure No Not Yes as per
GIDC, 396195, India applicable GIDC rules,
as the land is
in GIDC
Area.
Plot A2/14, Phase 1, Vapi GIDC, Radhe Radhe Enterprise No Not Yes
396191, India applicable Application
for
Subletting
made as per
GIDC rules.
Plot No. 2801, GIDC Sarigam, Annex Industries No Not Yes as per
Valsad District, 396155, India applicable GIDC rules,
as the land is
in GIDC
Area.
Plot no. 128/3 Nandesari GIDC, Aadarsh Colour Intermediates Private No Not Yes as per
Vadodara, 391340, India Limited applicable GIDC rules,
as the land is
in GIDC
Area.
Plot 510-511-512, Panoli GIDC, Assignment from R.P Chemicals No Not Registered-
Bharuch, 394115, India applicable Deed of
Assignment
Plot No. E136, MIDC Tarapur, Maharashtra Industrial Development No Not Yes
industrial Area, Boisar, Dist, Corporation applicable registered
Palghar, 401506, India and stamped
Plot 680/2, Jhagadia GIDC, Gujarat Industrial Development No Not Registered-
393110, India Corporation applicable Lease Deed
with
adequate
stamp
Block. 213, Gabheni, Surat, Ridham International No Not Registered-
394230, India applicable Lease Deed
with
adequate
stamp
Plot No. Z/85/2/A/1, Dahej SEZ, Dahej SEZ No Not Registered-
India applicable Lease
agreement
with
adequate
stamp
Block 310, Hasot, Astha Gam, Danguriben Thakorbhai and Ors No Not Sale deed
Bharuch, 393030, India applicable executed
and
registered on
December 2,
2025
Sur no. / Block no. 337 part of Ahmedabad Municipal Corporation No Not No lease
village Shahwadi, Ahmedabad, applicable agreement
382405, India yet, only
possession
receipt.
318Address Details of Lessor Related party or Arm’s Adequately
not length Stamped or
transaction not.
Block No 159, Survey No 132/1, Kantilal Chimkabhai Ahir and No Not Notarized –
Kharvasa, Dindoli Road, Surat, Dineshbhai Chimkabhai Ahir applicable 11 month
Surat, 394210, India agreement
expiring
October 31,
2026
Plot No. D-2-CH-73 , Dahej II Gujarat Industrial Development No Not Yes, 3 year
Industrial Estate, Ankleshwar, Corporation applicable leave and
India license
agreement
Plot No. 81,Global Textile, Block Mr Suzan Siraj Lakhani & Mrs Sara No Not Yes,
No. 68-71, 72(a), Palsana Road, Suzan Lakhani applicable registered
Surat, Surat, India and
adequately
stamped
Plot 8108/1 Sachin GIDC, Sachin, Sanjoo Dyeing and Printing Mills Yes Not Yes
Surat,394230 Private Limited applicable
We have acquired vacant lands to support growth opportunities in the future and expansion in new and existing
territories, as may be decided by our management in line with our business requirements. Currently, we have four
vacant premises at Gabheni, Tarapur, Hasot (Bharuch) and Dahej. As on the date of the Updated Draft Red Herring
Prospectus-I, there is no immediate business requirement for the utilization of these land parcels at Hasot (Bharuch)
and Gabheni. Our Company will evaluate and explore suitable opportunities for their utilization as and when such
business requirements arise. For vacant property at Tarapur and Dahej, we already have an upcoming project and the
details of the same are present on page 317.
Corporate Social Responsibilities
As per provision of Section 135 of the Companies Act, 2013, we are required to spend at least 2% of our average
profits of the preceding three fiscal years towards Corporate Social Responsibility (“CSR”). Accordingly, our Board
of Directors has constituted a CSR Committee for carrying out the CSR activities.
Our CSR activities include: (i) promoting education, (ii) promoting health care including preventive health care, and
(iii) environment sustainability.
The table below sets forth our expenditures on CSR expenses for the periods indicated.
Six months period
ended September 30,
2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particular ₹ million ₹ million ₹ million ₹ million
CSR expenses 4.05 7.03 4.03 2.14
319KEY REGULATIONS AND POLICIES
The following is an overview of certain sector specific laws and regulations in India which are applicable to our
business and operations. The information in this section has been obtained from publications available in the public
domain. The rules 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.
The information detailed in this chapter is based on the current provisions of Indian law and the judicial, regulatory
and administrative interpretations thereof, which are subject to changes, amendments or modifications by
subsequent legislative actions, regulatory, administrative, quasi-judicial or judicial 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 of government approvals obtained, see “Government and Other
Approvals” on page 546. For details, see “Risk Factors – We require various permits, licenses and approvals to
operate our businesses, and the failure to obtain or retain such licenses or approvals in a timely manner or at all
may adversely affect our business, results of operations, cash flows and financial condition” on page 46.
Industry-specific legislations applicable to our Company
The Boilers Act, 2025
The Boiler Act seeks to regulate inter alia, the design, manufacture, installation, operation, alteration, and repair of
boilers and boiler components, thereby enhancing safety standards and facilitating ease of doing business. An owner
of a boiler is required to get the boiler registered and certified for its use, by an inspector appointed by the relevant
State Government. Boilers must be registered before commencing operation, with registration granted for up to twelve
months and subject to renewal. In the event of the use of boilers in non-compliance with the Boilers Act, a fine may
be imposed on the owner of such boiler and, in certain cases, imprisonment as well.
The Boiler Operation Rules, 2021 (“Boiler Rules”)
The Boiler Rules seek to regulate the supervision of operation of boilers, the constitution of the committee of
examiners for boilers, its term, functions, quorum, powers, etc. The Boiler Rules also regulate the issuance, validity,
eligibility criteria, syllabus, mode of examination and overall process of obtaining the certificates of proficiency as a
Boiler Operation Engineer.
The Gujarat Boiler Rules, 1966 (“Gujarat Boiler Rules”)
The Gujarat Boiler Rules extends to the whole or the State of Gujarat. It governs the boiler inspection administrative
rules, the boiler attendant’s rules and the engineer’s examination rules. The Gujarat Boiler Rules also prescribe the
specific duties of the Chief Inspector and Inspectors, instructions to boiler owners, procedure on transfer of a boiler,
dismantled boilers, repairs to boilers, calculation of registration and inspection fees.
The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution,
trading and use of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are
regulated activities that require licenses from the Central Electricity Regulatory Commission (“CERC”), the State
Electricity Regulatory Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into by
two or more state governments or the central government in relation to one or more state governments, as the case
may be).
Under the Electricity Act, the appropriate commission shall specify the terms and conditions for the determination
of tariff. Pursuant to the powers granted under the Electricity Act, various regulations and guidelines have been
framed by the CERC and SERCs for determination of tariff for thermal producers and generation, distribution,
transmission, allowing open access, among others.
320The National Electricity Policy
The GoI approved the National Electricity Policy on February 12, 2005, in accordance with the provisions of the
Electricity Act. The National Electricity Policy lays down the guidelines for development of the power sector and
aims to accelerate the development of power sector by providing supply of electricity to all areas and protecting
interests of consumers and other stakeholders. The National Electricity Policy recognises coal as the primary fuel
for generation of electricity and provides for certain measures such as long-term fuel supply agreements, especially
with respect to imported fuel, to give boost to companies generating electricity through coal or other sources of fuel.
Central Electricity Authority (Technical Standards for Construction of Electrical Plants and Electric
Lines) Regulations, 2022, as amended (“Technical Standards Regulations”)
The Technical Standards Regulations lays down the technical standards and designs for construction of steam
turbines and auxiliaries. The Technical Standards Regulations also provide the general requirement for various parts
or components or assemblies of equipment and systems which shall have proven materials with well-established
physical and chemical properties appropriate to the service as intended. Further, it lays down the requirement that
all equipment and systems installed shall comply with the provisions of statutes, regulations and safety codes, as
applicable and also the design, construction and testing of all equipment, facilities, components and systems shall be
in accordance with latest version of relevant standards and codes issued by Bureau of Indian Standards (BIS) and/or
reputed international standards. The Technical Standards Regulations provides for the requirement that all materials,
components and equipment shall be tested at all stages of procurement, manufacturing, erection, commissioning as
per comprehensive quality assurance programme to be agreed mutually, between the owner and the equipment
supplier.
Gujarat Industrial Development Act, 1962 (“GIDC Act”)
The GIDC Act was enacted to make special provisions for securing the orderly establishment and organisation of
industries in industrial areas and industrial estates in the State of Gujarat and for the purpose of establishing
commercial centers in connection with the establishment and organization of such industries and for that purpose to
establish an Industrial Development Corporation. Under the GIDC Act, the Gujarat Industrial Development
Corporation (“GIDC”) is established with a goal of accelerating industrialization in the state of Gujarat, India. The
main role of the GIDC is to identify locations suitable for industrial development and create industrial estates with
infrastructure such as roads, drainage, electricity, water supply, streetlights, and ready-to-occupy factory sheds.
The Consumer Protection Act, 2019 (the "Consumer Protection Act")
The Consumer Protection Act provides a mechanism for the consumer to file a complaint against a service provider
in cases of unfair trade practices, restrictive trade practices, deficiency in services, price charged being unlawful and
food served being hazardous to life. It also places product liability on a manufacturer or product service provider or
product seller, to compensate for injury or damage caused by defective product or deficiency in services. It provides
for a three tier consumer grievance redressal mechanism at the national, state and district levels. Non-compliance of
the orders of the redressal commissions attracts criminal penalties. The CP Act has, inter alia, introduced a Central
Consumer Protection Council to promote, protect and enforce the rights of consumers and to provide relief to a class
of consumers.
Laws relating to Environment
We are subject to various environment regulations as the operation of our establishments might have an impact on
the environment in which they are situated. The basic purpose of the statutes given below is to control, abate and
prevent pollution. In order to achieve these objectives, Pollution Control Boards (“PCBs”), which are vested with
diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for
setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in
industries and undertaking inspection to ensure that industries are functioning in compliance with the standards
prescribed. These authorities also have the power of search, seizure and investigation. All industries are required to
obtain consent orders from the National PCBs or State PCBs, which are indicative of the fact that the industry in
321question is functioning in compliance with the pollution control norms. These consent orders are required to be kept
renewed.
The Environment (Protection) Act, 1986 (“EP Act”), the Environment (Protection) Rules, 1986 and
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)
The EP Act has been enacted for the protection and improvement of the environment and empowers the government
to take measures in this regard. The rules made under the EP Act specify, among other things, the standards for
emission or discharge of environmental pollutants, and restrictions on the handling of hazardous chemicals. For
contravention of any of the provisions of the EP Act or the rules framed thereunder, the punishment includes either
imprisonment or fine or both. Additionally, under the EIA Notification and its subsequent amendments, projects are
required to mandatorily obtain environmental clearance from the concerned authorities depending on the potential
impact on human health and resources. The Ministry of Environment, Forest and Climate Change ("MoEF" &
"CC") published the draft Environment Impact Assessment (EIA) Notification 2020 (“the notification”), with the
intention of replacing the existing EIA Notification under the EP Act. The notification outlines the procedure and
requirements for most industrial and infrastructural projects to obtain a prior environmental clearance. The
notification has classified different projects into categories A, B1 and B2 and has provided exemption from public
scrutiny to some of these projects. The notification has also proposed the submission of compliance reports annually
as opposed to the previous 2006 notification wherein reports were submitted every six months. Moreover, the
notification has also specified that a project already operating without environmental clearances would have the
opportunity to apply for clearance. It has also been proposed that once a project gets cleared of all the compliances,
it would still have to adhere to certain rules laid down in the EIA report in order to ensure that no further
environmental damages take place.
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) and the Water (Prevention and Control of
Pollution) Act, 1974 (“Water Act”)
The Air Act was enacted to provide for the prevention, control and abatement of air pollution in India. It was enacted
to take appropriate steps for the preservation of natural resources of the earth, which among other things include the
preservation of the quality of air and control of air pollution. The Water Act was enacted to control and prevent water
pollution and for maintaining or restoring the purity of water in India. The objective of this legislation is to ensure
that domestic and industrial pollutants are not discharged into streams and wells without adequate treatment. We are
required to obtain consents to operate under the Air Act and the Water Act.
Fly Ash Notification, 2021 (“Notification”)
The Notification was brought in as it is necessary to protect the environment, conserve and restrict excavation of top
soil and prevent the dumping and disposal of fly ash discharged from coal or lignite based thermal power plants on
land. There is a need for restricting the excavation of top soil for manufacture of bricks and promoting the utilization
of fly ash in the manufacture of building materials and in construction activity within a specified radius of three
hundred kilometers from the coal or lignite based thermal power plants. The Notification issued direction for:
1. Use of fly ash, bottom ash or pond ash in the manufacture of bricks and other construction activities;
2. Utilization of ash by thermal power plants; and
3. Specifications for use of ash-based products.
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous
Waste Rules”)
The Hazardous Waste Rules ensure management of hazardous waste in an environmentally sound manner, in a
manner which shall protect health and the environment against the adverse effects of such waste. A list of hazardous
wastes and processes that generate hazardous waste have been specified under the Hazardous Waste Rules. We are
required to obtain authorizations for, inter alia, the generation, processing, treatment, package, storage,
transportation, use, collection, destruction or transfer of the hazardous waste from the concerned state pollution
control board.
322Public Liability Insurance Act, 1991 (“Public Liability Act”)
The Public Liability Act, as amended, imposes liability on the owner or controller of hazardous substances for any
damage arising out of an accident involving such substances. A list of ‘hazardous substances’ covered by the
legislation has been enumerated by the Government by way of a notification under the EPA. The owner or handler
is also required to take out an insurance policy that insures against liability under the legislation. The rules made
under the Public Liability Act mandate that the employer has to contribute towards the Environment Relief Fund a
sum equal to the premium payable to the insurer on the policies taken out.
Labour law legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following is an indicative discussion of labour laws which may be applicable to our
Company due to the nature of its business activities:
In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes,
namely:
(a) The Occupational Safety, Health and Working Conditions Code, 2020 (subsumes certain legislations, including
the Factories Act, 1948 and the Contract Labour (Regulation and Abolition) Act, 1970). This code provides for,
among other things, standards for health, safety and working conditions for employees of establishments, and has
come into effect on November 21, 2025.
(b) The Code on Wages, 2019 (subsumes four separate legislations, namely, the Payment of Wages Act, 1936,
the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976). Through
its notifications dated December 18, 2020 and November 21, 2025, the Government of India brought into force
certain sections of the Code on Wages, 2019. The remaining provisions of this code will be brought into force
on a date to be notified by the Government of India.
(c) The Code on Social Security, 2020 (subsumes several separate legislations including the Employee’s
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Employment Exchanges (Compulsory Notification of Vacancies)Act,
1959, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972). Through its notification dated April
30, 2021, the Government of India brought into force Section 142 of the Code on Social Security, 2020. Further,
through its notification dated November 21, 2025, certain other provisions of this code have been brought into
force. The remaining provisions of this code will be brought into force on a date to be notified by the
Government of India.
The other labour and employment-related legislations (and rules issued thereunder) that may apply to our operations,
from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances,
and the requirements that may apply to us as an employer, would include the following:
1. The Industries (Development and Regulation) Act, 1951;
2. The Child Labour (Prohibition and Regulation) Act, 1986;
Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the states in which establishments
are set up, establishments are required to be registered. Such legislations regulate the working and employment
conditions of the workers employed in shops and establishments including commercial establishments and provide
for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops
and establishments and other rights and obligations of the employers and employees. All industries have to be
registered under the shops and establishments legislations of the state where they are located. There are penalties
prescribed in the form of monetary fine or imprisonment for violation of the legislations.
323Gujarat Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2019
The Act aims to modernize and streamline the regulatory framework governing the operation of shops and
establishments within the state. It applies to all shops and establishments employing ten or more workers. All
establishments with fewer than ten workers are required to submit an intimation regarding the commencement of
business. Renewal of registration is not required under this Act. Once registered, the registration remains valid until
there is a change in ownership or nature of business. The Act regulates the working and employment conditions of
the workers employed in shops and establishments including commercial establishments and provide for fixation of
working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and
establishments, and other rights and obligations of the employers and employees.
Intellectual Property Laws
Intellectual property in India enjoys protection under both common law and statutes. Under statutes, India provides
for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and trademark
protection under the Trade Marks Act, 1999. These enactments provide for the protection of intellectual property by
imposing civil and criminal liability for infringement. In addition to the domestic laws, India is party to several
international intellectual property related instruments including the Patent Cooperation Treaty, 1970, the Paris
Convention for the Protection of Industrial Property, 1883, the Berne Convention for the Protection of Literary and
Artistic Works, 1886, the Universal Copyright Convention adopted at Geneva in 1952, the International Convention
for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations, 1961, and as a member
of the World Trade Organisation, India also is a signatory to the Agreement on Trade Related aspects of Intellectual
Property Rights (“TRIPS”).
The Copyright Act, 1957 and the rules thereunder
The Copyright Act, 1957, along with the Copyright Rules, 1958, (collectively, “Copyright Laws”) serve to create
property rights for certain kinds of intellectual property, generally called works of authorship. The Copyright Laws
protect the legal rights of the creator of an ‘original work’ by preventing others from reproducing the work in any
other way. The intellectual property protected under the Copyright Laws includes literary works, dramatic works,
musical works, artistic works, cinematography, and sound recordings. The Copyright Laws prescribe fine,
imprisonment or both for violations, with enhanced penalty on second or subsequent convictions. While copyright
registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work,
registration constitutes prima facie evidence of the particulars entered therein and may expedite infringement
proceedings and reduce delay caused due to evidentiary considerations. Upon registration, the copyright protection
for a work exists for a period of 60 years following the demise of the author. Reproduction of a copyrighted work
for sale or hire, issuing of copies to the public, performance or exhibition in public, making a translation of the work,
making an adaptation of the work and making a cinematograph film of the work without consent of the owner of the
copyright are all acts which expressly amount to an infringement of copyright.
The Patents Act, 1970 (the “Patents Act”)
The Patents Act governs the patent regime in India. Being a signatory to the TRIPS, India is required to recognize
product patents as well as process patents. In addition to the broad requirement that an invention satisfy the
requirements of novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act further
provides that patent protection may not be granted to certain specified types of inventions and materials even if they
satisfy the above criteria.
Section 39 of the Patents Act also prohibits any person resident in India from applying for a patent for an invention
outside India without making an application for a patent for the same invention in India. The term of a patent granted
under the Patents Act pursuant to Section 53 is for a period of twenty years from the date of filing of the application
for the patent. A patent shall cease to have effect if the renewal fee is not paid within the period prescribed for the
payment of such renewal fee. Further, the Patents Act also provides for the recognition of product patents in respect
of food, medicine and drugs; that import of patented products will not be considered as an infringement; and that
under certain circumstances, the burden of proof in case of infringement of process patents may be transferred to the
alleged infringer.
324The Trademarks 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 also 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
are required to be restored. Further, pursuant to the notification of the Trademark (Amendment) Act, 2010
simultaneous protection of trademark in India and other countries has been made available to owners of Indian and
foreign trademarks. The Trademark (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.
The Design Act, 2000
It is an Act to consolidate and amend the law relating to the protection of designs which came into force on May 11,
2001. Design Act is a complete code in itself and is statutory in nature and protects new or original designs from
getting copied which cause loss to the proprietor. The proprietor upon registration gets ‘copyrights in design’ for the
period of 10 years from the date of registration which can be renewed for a second period of five years, before the
expiration of original period of 10 years. The controller registers a design under this Act after verifying that the
design of any person, claiming to be the proprietor, is the new or original design not previously published anywhere
in any country and is not against any public policy or morality. Any obvious or fraudulent imitation of a design,
which is already registered, without the consent of its proprietor, is unlawful. It also prohibits the import of any
material which closely resembles a registered design.
Laws governing foreign investments
Foreign investment in India is governed by the provisions of The Foreign Exchange Management Act, 1999
(“FEMA”), the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA NDI Rules”) along
with the Consolidated FDI Policy issued by the DPIIT, from time to time. Further, the RBI has enacted the Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which
regulate the mode of payment and reporting requirements for investments in India by a person resident outside India.
In terms of the SEBI FPI Regulations, an investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or
common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-
Debt Instruments 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 and the total holding of all FPIs put together with effect from April 1, 2020,
can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%).
The consolidated Foreign Direct Investment Policy of 2020 (the “Consolidated FDI Policy”)
Foreign investment in India is governed by the provisions of FEMA NDI Rules along with the FDI Policy issued by
the DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting
requirements for investments in India by a person resident outside India. Under the current FDI Policy (effective
October 15, 2020) 100% foreign direct investment is permitted in the manufacturing sector, under the automatic route,
subject to compliance with certain prescribed conditions.
Laws relating to taxation
325In 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:
1. Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years;
2. Central Goods and Service Tax Act, 2017, the Central Goods and Service Tax Rules, 2017 and various
state-specific legislations made thereunder;
3. The Integrated Goods and Service Tax Act, 2017;
4. State-specific legislations in relation to professional tax;
5. State-specific value added tax and sales tax act, and the central sales tax act, including the rules framed
thereunder; and
6. Indian Stamp Act, 1899 and various state-specific legislations made thereunder.
In addition to the above, our Company is required to comply with the provisions of the Indian Contract Act, 1872,
Companies Act, 2013, Transfer of Property Act, 1882, Central Excise Act, 1944, Indian Stamp Act, 1899, Foreign
Exchange Management Act, 1999, Prevention of Corruption Act, 1988, to the extent applicable, Customs Act, 1962,
Customs Tariff Act, 1975, Insolvency and Bankruptcy Code, 2016, and other applicable laws and regulations imposed
by the central and state governments and other authorities for its day-to-day operations.
326HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Ankleshwar Eco Energy Limited’ at Surat, Gujarat, as a public limited
company under the Companies Act, 2013, pursuant to a certificate of incorporation dated June 10, 2015, issued by the
Registrar of Companies, Gujarat, at Ahmedabad. Subsequently, the name of our Company was changed from
‘Ankleshwar Eco Energy Limited’ to ‘Steamhouse India Limited’ pursuant to resolutions passed by our Board and
Shareholders dated July 30, 2021 and September 6, 2021, respectively, and a fresh certificate of incorporation was
issued by the Registrar of Companies, Gujarat, at Ahmedabad on September 28, 2021.
The Registered Office of our Company is located at Office no. - 324, Second Floor, Four Point, V.I.P. Road, Vesu,
Surat, 395 007, Gujarat, India.
Changes in our Registered Office
Effective date of Details of Change Reason(s) for change
change
February 12, 2024 The registered office of our Company was changed from Operational convenience
Plot no. 8108/1, GIDC, Sachin, Surat – 394 230, Gujarat,
India to Shop No. 3 & 8, First Floor, Plot No. 4201/3,
Sachin G.I.D.C., Surat – 394 230, Gujarat, India.
August 1, 2024 The registered office of our Company was changed from Operational convenience
Shop No. 3 & 8, First Floor, Plot No. 4201/3, Sachin
G.I.D.C, Surat – 394 230, Gujarat, India. to Office no. -
324, Second Floor, Four Point, V.I.P. Road, Vesu, Surat
395 007, Gujarat, India.
Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
1) To carry on business of manufacturing and setting up of boiler including community boiler and its
components for production, generation, transmission, distribution of steam (superheated steam, saturated
steam or wet steam) and selling of the boiler and its components for all kind of domestic and industrial use
which include but not limited to use in agriculture, domestic, generation of power, sterilization industrial
processes and operation & maintenance of Boiler of third party to generate steam and sale, purchase of
steam generated from their boiler.
2) To carry on all or any of the business of producers, manufacturers, generators, suppliers, distributors,
transformers, converters, transmitters, processors, developers, storers, procurers, carriers and dealers in
electricity, all form of energy and any such products and by-products derived from such business including
without limitation, steam, ash, conversion of ash into bricks and any products derived from or connected
with any other form of energy, including, without limitation to conventional sources.
3) To carry on the business of Production, Generation, distribution of Nitrogen, Oxygen, Hydrogen and all
other kind of Industrial Gases for industrial processes.
4) To carry on business of trading of Coal and other natural resources including both metallic and non metallic
minerals and the products or the by-products which may be derived, produced, prepared, developed,
compounded, made or manufactured therefrom the substances obtained by mixing any of the foregoing with
other substances.
5) To undertake and conduct Non-Scheduled Air Transport Services under passenger, cargo and to acquire,
purchase and operate aircrafts by lease or hire in any other manner in India or abroad for commercial and
non-commercial purposes.
The main objects, as contained in our MoA, enable our Company to carry on the businesses presently being carried
out.
327Amendments to our Memorandum of Association in the last ten years
The following changes have been made to our Memorandum of Association in the last ten years:
Date of Shareholders’
resolution/ effective Particulars
date
December 26, 2017 Insertion of Clause 32 under clause III, sub-clause (B) of the MoA, which reads as follows:
“32. To amalgamate, enter into partnership or into any arrangements for sharing profits or losses,
union of interest, co-operation, joint ventures or reciprocal concessions with any person or company
carrying on or engaged in or about to carry on or engage in or which can be carried out in
conjunction there with or which is capable of beings conducted so as directly or indirectly to benefit
the company and to give or accept by way of consideration for any of the acts or things aforesaid or
properties acquired, any shares, debentures, debenture-stock or securities that may be agreed upon
and to hold and retain or sell, mortgage and with any shares, debenture-stock or securities so
received.”
April 1, 2021 The authorised share capital of the Company was amended to reflect the increase from ₹30,000,000
comprising 3,000,000 equity shares of face value of ₹10 each to ₹95,500,000 comprising 9,550,000
equity shares of face value of ₹ 10 per equity share pursuant to a confirmation order dated August 5,
2022 issued by the Office of the Regional Director, North-Western Region, Ministry of Corporate
Affairs, at Ahmedabad.
September 28, 2021 Clause I of the MoA was amended to reflect the change in the name of our Company from
Ankleshwar Eco Energy Limited to Steamhouse India Limited.
August 19, 2022 The existing Clause III (A), sub-clause 1 of the object clause of the MoA was deleted and sub-clause
1 to 3 were inserted to reflect the following:
“(III). (A)…
1) To carry on business of setting up of steam boiler including community boiler for
production, generation, transmission, distribution of steam (superheated steam, saturated
steam or wet steam) for all kind of domestic and industrial use which include but not
limited to use in agriculture, domestic, generation of power, sterilization industrial
processes and operation & maintenance of Boiler of third party to generate steam and
sale, purchase of steam generated from their boiler.
2) To carry on all or any of the business of producers, manufacturers, generators, suppliers,
distributors, transformers, converters, transmitters, processors, developers, storers,
procurers, carriers and dealers in electricity, all form of energy and any such products
and by-products derived from such business including without limitation, steam, ash,
conversion of ash into bricks and any products derived from or connected with any other
form of energy, including, without limitation to conventional sources.
3) To carry on the business of Production, Generation, distribution of Nitrogen, Oxygen,
Hydrogen and all other kind of Industrial Gases for industrial processes.”
The existing sub clauses of Clause III (B) of the MoA relating to matters which are necessary for
furtherance of the objects specified in Clause 3(a), were substituted with the new sub-clauses, which
read as follows:
“(III). (B)…
1) To promote co-operation, hold conference, organise and participate in meetings, maintain
bureau, carry on correspondence, arrange discussions, symposiums a debate, prepare
statements, reports and articles relating to any and all matters of interest to the Company.
2) To acquire by purchase, lease, assignment or otherwise lands, tenements, buildings,
basements, rights and advantages of any kind whatsoever and resell, mortgage and let on
lease the same.
3) To discount bills, advance money on the security of goods lying with or under the control
of the Company, to receive goods for sale on consignment basis and to do all other such
acts that may be usual or necessary in order to market the same in connection with the
main business of the Company.
4) To act as forwarding agents, to insure and underwrite and deal with goods, merchandise
328Date of Shareholders’
resolution/ effective Particulars
date
or such other properties for the purpose of export or import thereof in connection with the
main business carried on by the Company.
5) To purchase, purchase, take on lease or otherwise, acquire all or any part of the business
or undertaking or property and assets of any other such person, firm, company or
corporation carrying on similar business and agree to discharge their liabilities and to
conduct, carry on or liquidate all or any or such business.
6) To take on lease, hire, purchase or acquire license or otherwise any lands, plantations,
rights over or connected with lands, mills factories, plants, buildings, works, vessels, boats,
launches, lorries.
7) To acquire the whole or any part of the undertaking and assets of any concern/company
and for that purpose to enter into and carry into effect, with such (if any) modifications or
alterations as may be agreed upon, as agreement which may be prepared and expressed
to be made between the concern/company whose undertaking is to be acquired by the
Company.
8) To purchase, or take on lease or hire or otherwise acquire, any real and personal property
and any rights or privileges which the Company may think necessary or convenient for the
purposes of its business.
9) To build, construct, alter, maintain, enlarge, pull down, remove or replace, and to work,
manage, and control any buildings, offices, factories, mills, shops, machinery, engines,
roadways, tramways, railways, branches, or sidings, bridges, reservoirs, water courses,
wharves, electric works and other works and conveniences which may seem calculated
directly or indirectly to advance the interest of the company, and to join with any other
person or company in dong any of these things.
10) To acquire by concession, grant, purchase, licence or otherwise either absolutely or
conditionally and either alone or jointly with others land, buildings, machinery, plants,
utensils, works, conveniences and such other movable and immovable properties of any
description and any patents, trademarks, concessions, privileges, brevets, invention,
licences, protections and concessions conferring any exclusive or limited rights to any
inventions, information which may seem necessary for any of the objects of the Company
and to construct, maintain and alter any building or work, necessary or convenient for the
business of the Company and to pay for such land, buildings, works, property or rights or
any such other property and rights purchased or acquired by or for the Company by
shares, debentures, debenture stock, bonds or such other securities of the Company or
otherwise and manage, develop or otherwise dispose of in such manner and for such
consideration as may be deemed proper or expedient to attain the main objects of the
Company.
11) To acquire, take over the whole or any part of the business, rights, goodwill, trademark,
know-how process, layouts, designs, property and liabilities of any persons, firm,
corporation or undertaking either existing or new engaged in or carrying on and
conducting in or carrying on and conducting any business which this Company is
authorized to carry on and pay for the same either in cash or in shares or partly in shares
and partly in cash.
12) To amalgamate, enter into any arrangement for sharing profits, union of interests, co-
operation, joint adventure or reciprocal concession, or for limiting competition with any
person or company carrying on or engaged in, or about to carry on or engage in, any
business or transaction which the Company is authorized to carry on or engage in or which
can be carried on in conjunction therewith or which is capable of being conducted so as
directly or indirectly to benefit the Company.
13) Subject to the provisions of the Companies Act, 2013 to acquire or amalgamate, absorb or
merge with any other Company having objects altogether or in part similar to those of this
Company.
14) To enter into any arrangement with any Government or Authorities Municipal, local or
otherwise or any person or company in India or abroad, that may seem conducive to the
objects of the company or any of them and to obtain from any such Government, Authority
persons or company any rights, privileges, charters, contracts, licenses and concessions
329Date of Shareholders’
resolution/ effective Particulars
date
including in particular rights in respect of waterways, roads and highways, which the
Company may carry out, exercise and comply therewith.
15) To apply for and obtain any order of Central/State or such other Authority for enabling
the Company to carry on any of its objects into effect or for effecting any modifications of
the Company's constitution or any other such purpose, which may seem expedient and to
make representations against any proceedings or applications which may seem calculated
directly or indirectly to prejudice the company's interests.
16) To enter into partnership or into any arrangement for sharing profits, union of interests,
co-operation, joint-venture, reciprocal concessions or otherwise with any person, or
company carrying on or engaged in any business or transaction which this Company is
authorised to carry on.
17) To purchase or otherwise acquire and undertake the whole or any part of the business,
property, rights and liabilities of any company, firms or person carrying on business which
this Company is authorised to carry on or is possessed of rights suitable for the objects of
this Company.
18) To do all or any of the above things as principals, agents, contractors, trustees or otherwise
and by or through trustees, agents or otherwise and either alone or in conjunction with
others and to do all such other things as are incidental or as may be conducive to the
attainment of the objects or any of them.
19) To promote, form and register, aid in the promotion, formation and registration of any
company or companies, subsidiary or otherwise for the purpose of acquiring all or any of
the properties, rights and liabilities of this Company and to transfer to any such company
any property of this company and to be interested in or take or otherwise acquire, hold,
sell or otherwise dispose of shares, stock, debentures and such other securities of all types
in or of any such company, subsidiary or otherwise for all or any of the objects mentioned
in this Memorandum of Association and to assist any such company and to undertake the
management and secretarial or such other work, duties and business on such terms as may
be arranged.
20) To vest any real or personal property, rights or interest acquired by belonging to the
Company in any person or company on behalf of or for the benefit of the Company, and
with or without any declared trust in favor of the Company.
21) To subscribe for, take, or otherwise acquire, and hold shares, stock, debentures, or other
securities of any other company having objects altogether or in part similar to those of the
Company or carrying on any business capable of being conducted so as directly or
indirectly to benefit the Company.
22) To open accounts with any bank or financial institution and to draw make, accept, endorse,
discount, execute and issue promissory notes, bills of exchange, hundies, bills of lading,
warrants, debentures and such other negotiable or transferable instruments of all types
and to buy the same.
23) To improve alter, manage, develop, exchange, mortgage, enfranchise and dispose of, any
part of the land, properties, assets and rights and the resources and undertakings of the
Company, in such manner and on such terms as the Company may determine.
24) To remunerate any person or company, for services rendered or to be rendered in or about
the formation or promotion of the Company or the conduct of its business, subject to the
provisions of the Companies Act, 2013.
25) To create any depreciation fund, reserve fund, sinking fund, provident fund, super-
annuation fund or any other such special fund, whether for depreciations, repairing,
improving, extending or maintaining any of the properties and assets of the Company or
for redemption of debentures or redeemable preference shares, worker's welfare or for any
other such purpose conducive to the interest of the Company.
26) To provide for the welfare of employees or ex-employees (including Directors and other
officers) of the Company and the wives and families or the dependents or connections of
such persons, by building or contributing to the building of houses, or dwellings or chawls
or by grants of money, pensions, allowances, bonus or other such payments or be creating
and from time to time, subscribing or contributing to provident fund and other
330Date of Shareholders’
resolution/ effective Particulars
date
associations, institutions, funds or trusts, and/or by providing or subscribing or
contributing towards places of instruction and recreation, hospitals and dispensaries,
medical and such other attendances and assistance as the Company shall determine.
27) To lend and advance money or give credit to such persons or companies and on such terms
as may seem expedient, and in particular to customers and others having dealings with the
Company, and to guarantee the performance of any contract or obligation and the payment
of money of or by any such persons or companies, and generally to give guarantees and
indemnities.
28) To receive money on deposit other than public deposits or loan and borrow or raise money
in such manner as the Company shall think fit, and in particular by the issue of debentures,
or debenture stock (perpetual or otherwise) and to secure the repayment of any money
borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or
assets of the Company (both present and future), including its uncalled capital, 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 other person or Company as the case may be.
29) To pay out of the funds of the Company all expenses which the Company may lawfully pay
with respect to the formation and registration of the Company or the issue of its capital,
including brokerage and commission for obtaining application for taking, placing, or
underwriting or procuring the underwriting of shares, debentures or other securities of the
Company.
30) To undertake and execute any trusts, the undertaking of which may seem desirable, either
gratuitously or otherwise, for the attainment of the main objects of the Company.
31) To procure the incorporation, registration or such other recognition of the Company in
the Country, State or place outside India and to establish and maintain local registers and
branch places of the main business in any part of the world.
32) To adopt such means of making known the business of the Company as may seem expedient
and in particular by advertising over the internet or any other electronic media and also
in print media in the press by circulars, by purchase and exhibition of works of art or
interest, by publication of books and periodicals and by granting prizes, rewards or
organizing exhibitions.
33) The company would obtain approval of the concerned authorities to carry on the objects
of the company and the matters which are necessary for furtherance of the objects of the
Company as given in this memorandum of association wherever required.
34) To purchase or otherwise acquire, assemble, install, construct, alter, equip, repair,
remodel, maintain, enlarge, operate, work, manage, control, hold, own, lease, rent,
charter, mortgage, sell, convey or otherwise dispose of any buildings and structures,
telephones and other communication facilities, data processing system and facilities,
machinery, apparatus, instruments, fixtures and appliances in so far as the same may
appertain to or be useful in the conduct of the business of the Company.
35) To purchase charter, hire, build or otherwise acquire any vehicles or craft of every
description and to hold, own or work such vehicles or crafts for business of the Company.
36) To pay for any rights or property acquired by the Company and to remunerate any person
or company whether by cash payment or by allotment of shares, debentures or other
securities of the company credited as paid up in full or in part or otherwise.
37) To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation funds for the benefit of, and
give or procure the giving of donations, gratuities, pensions, allowances or emoluments to
any person who are or were at any time in the employment or service of the Company or
of any company which is a subsidiary of the Company or is allied to or associated with the
Company or with any such subsidiary company, or who are or were at any time Directors
or Officers of the Company or of any such other company as aforesaid, and the wives,
widows, families and dependents of any such persons, and also establish and subsidize and
subscribe to any institutions, associations, clubs or funds calculated to be for the benefit
of or to advance the interest and well-being of the Company or of any such other Company
331Date of Shareholders’
resolution/ effective Particulars
date
as aforesaid, and make payments to or towards the insurance of any such person as
aforesaid and do any of the matters aforesaid, either alone or in conjunction with any other
such company as aforesaid.
38) To establish or promote or concur in establishing or promoting any company or companies
for the purpose of acquiring all or any of the property, rights and liabilities of the Company
or for any other purpose which may seem directly or indirectly calculated to benefit the
Company and to place and guarantee the placing of, underwrite, subscribe for or
otherwise acquire all or any part of the shares, debentures or other securities of any such
other company.
39) To sell, lease, mortgage or otherwise dispose of the property, assets or the undertaking/s
of the Company or any part thereof for such consideration as the Company may think fit,
and in particular for shares, stocks debentures, or other securities of any other company
whether or not having objects altogether or in part similar to those of the Company.
40) To distribute among the members in specie any property of the Company, or any proceeds
of sale or disposal of any property of the Company, but so that no distribution amounting
to a reduction of capital be made except with the sanction (if any) for the time being
required by law.
41) To advance, deposit or lend money, securities and property with or without security as
may be thought proper to such persons, companies, corporations or firms and on such
terms as may seem expedient and in particular to customers and others having dealings
with the company and to release or discharge any debt or obligation owing to the
Company.
42) To guarantee the performance of any contract or payment of money secured by or payable
under or in respect of bonds, debentures, debenture stock, contracts, mortgages, charges,
obligations and other securities of any Company or of any authority, Central, State,
Municipal, local or otherwise or of any person, whomsoever, whether incorporated or not
and generally to transact all kinds of guarantee business and to further transact all kinds
of trust and agency business for attainment of the objects of the Company.
43) To invest any moneys of the Company not for the time being required for any of the
purposes of the Company in such manner as may be thought proper and to hold, sell or
otherwise deal with such investments.
44) To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal
with all or any part of the property and rights of the Company.
45) To act as agents or brokers and as trustee for any person or company and to undertake
and perform sub-contracts and to do all or any of the above things in any part of the world,
or either as principals, agents, trustees, contractors or otherwise, and either alone or
jointly with others in partnership or joint venture, and either by or through agents, sub-
contractors, trustees or otherwise.
46) To form, incorporate or promote any company or companies, whether in India or abroad,
having amongst its or their objects the acquisition of all or any of the assets or control,
management of the development of the Company or any other object/s which in opinion of
the Company could or might directly or indirectly assist the Company in the management
of its business or the development of its properties or otherwise prove advantageous to the
Company and to pay all or any of the costs and expenses incurred in connection with such
promotion or incorporation and to remunerate any person or company in any manner it
shall think fit for the services rendered or to be rendered in obtaining the subscription for
or placing or assisting to place or to obtain subscription of or for guaranteeing the
subscription of or for the placing of any shares in the capital of the Company or any bonds,
debentures, obligations or securities of the Company or any stock, shares bonds,
debentures, obligations or securities of any other Company held or owned by the Company
or in which the Company may have an interest in or about the incorporation or promotion
of the Company or the conduct of its business or in or about the promotion or formation
of any other Company in which the Company may have an interest.
47) To establish, or concur in establishing or promoting any company or companies for the
purpose of acquiring all or any of the undertakings, business, rights, liberties and
332Date of Shareholders’
resolution/ effective Particulars
date
properties of the Company or for any other purpose which may seem directly or indirectly
calculated to benefit the Company and to place or guarantee the placing of, underwrite,
subscribe for or otherwise acquire all or any part of the shares, debentures, or other
securities.
48) To establish and regulate branches or agencies, whether by means of local boards or
otherwise anywhere in India or elsewhere at any place or places throughout the world for
the purpose of enabling the Company to carry on its business more efficiently and to
discontinue and reconstitute any such branches or agencies.
49) To apply for membership or become a member of any Stock Exchange, Bullion Exchange,
Commodities Exchange, Company, Chamber of Commerce, Association, Federation,
Society or Body Corporate having any objects similar or identical with those of the
Company or likely to promote the interests of the Company.
50) In accordance with the law for the time being in force, to reserve or to distribute as bonus
shares to the members or otherwise to apply as the Company deems fit any money received
by way of premium on any shares, stocks or debenture-stock of the Company and money
arising from the issue by the Company of forfeited shares.
51) To grant pension, allowances, gratuities, benefits, emoluments and bonuses and provident
funds to employees, managers and directors of the Company and the widows, children and
other dependents of such persons and to construct or contribute to the construction of
houses, dwelling units or quarters for the employees of the Company and of other concerns
which are or may have contractual relationship of rendering any services to the Company
and to join with any other person, firm or company or doing any of these things.
52) To appoint attorneys for and on behalf of the company and to execute necessary powers in
favour of the said attorneys to act for and in the name of and on behalf of the Company
and to revoke all or any of such powers and appointments as may be deemed expedient.
53) To help, assist, support, aid, establish, acquire or set up and run schools, colleges, training
and professional institutions, hospitals, dispensaries, music and dance centers or other
similar institutions for the welfare of the employees of the Company.
54) To give to any officers, servants or employees of the company any shares or interest in the
profits of the Company s business or any branch thereof, and whether carried on by means
or through the agency of any subsidiary Company or not and for that purpose to enter into
any arrangement that the Company may think fit
55) To train or pay for training in India or abroad of any of the Company's employees or any
other person in the interest of or for furtherance of the Company's objects.
56) To receive any gifts of immovable or moveable property and offerings or voluntary
donations or be quest and legacies either from the shareholders, directors or from any
other person for all/or any of the objects of the Company.
57) To support, donate, contribute, subscribe, advance or lend with or without interest or at
concessional rate of interest or otherwise to assist or to guarantee moneys to any
charitable, benevolent, religious, scientific, educational, national, public or other
institutions, trusts, dubs, societies, organizations or individuals or body of individuals on
such terms and conditions as may seem expedient or for any exhibitions or towards the
funds of any other Organizations subject to the provisions of the Companies Act, 2013.
58) To undertake and execute any trusts, the undertaking whereof may seem desirable and are
gratuitous or otherwise, and in particular to act as depositories of any shares or securities
of and as agents or brokers for the investment, loan, payment, transmission or collection
of money and the purchase, sale, hire, improvement or development and management of
property, movable or immovable of any Company, firm or person (whether Indian or
foreign) and to undertake and perform subcontracts.
59) To undertake, carry out, promote and sponsor rural development including any
programme for promoting the social and economic welfare or of the upliftment of the
public in any rural areas and to incur any expenditure on any programme of rural
development and to assist in execution and promotion thereof either directly or through an
independent agency or in any other manner. Without prejudice to the generality of the
foregoing programme of rural development" shall also include any programme for
333Date of Shareholders’
resolution/ effective Particulars
date
promoting the social and economic welfare of or the uplift of the public in any rural area
to promote and assist rural development, or any other act relating to rural development
for the time being in force and in order to implement any of the above mentioned objects
or purposes transfer without any consideration or at a fair concessional value and divest
the ownership of any property of the company to or in favour of any Public or Local Body
or Authority/ Central/ State Government/ Public Institution/ Trust Fund/ Organisation/
Person. To undertake, carry out, promote and sponsor or assist any activity for the
promotion and growth of national economy and for discharging social and moral
responsibilities of the Company to the public or any section of public as also any activity
to promote national welfare or social, economic or moral uplift of the public or any section
of the public and in such manner and by such means without prejudice to the generality of
the foregoing to undertake, carry out, promote and sponsor any activity for publication of
any books, literature or newspapers, organizing lectures or seminars likely to advance
these objects or for giving merit awards or for giving scholarships, loans, or any assistance
to deserving students or other scholars or persons to enable them to prosecute their studies
or academic pursuits or researches and for establishing conducting, or assisting any
institutions, funds, trusts having any one of the aforesaid objects by giving donation or
otherwise in any other manner and in order to implement any of the aforementioned objects
or purposes transfer without consideration or at a fair or concessional value and divest
the ownership of any property of the company to or in favour of any Public or Local Body
or Authority/Central or State Government /Public
Institution/Trust/Fund/Organization/Person. Subject to provisions of Companies Act, 2013
to give donations and to advance and lend money to any person, institution, organization,
trust fund for benevolent causes on such terms and conditions and with or without interest
or at concessional rate of interest as may seem expedient.
60) To experiment and to incur expenses necessary for the purposes and with a view to improve
the present method and process of working the business which the company is authorised
to carry on and to carry on research for improving developing or effecting economy and
greater efficiency in the business of the company or in the process of production,
manufacture and working of or trading.
61) To establish, maintain or subsidies and conduct, organise, sponsor and/or assist research
in any field that may seem calculated to promote any of the business which the company is
authorized to carry on.
62) To enter into all sorts of internal and or external foreign collaborations, technical
assistance, financial and commercial arrangement including export, market survey, and
study of the market conditions in India or outside India for fulfillment of any objects herein
contained.
63) To open bank account/s of all nature including call, current, savings, fixed/term/recurring
deposits, cash credit, overdraft, pledge account/s, Bond/Debenture/Securities/Shares
Application/Allotment/Call/Dividend/Interest Account/s and DEMAT Account/s with any
Bank/s and to operate and/or close the same.
64) Upon any issue of shares, debentures or other securities of the Company, to employ
brokers, underwriters, registrars, commission agents, managers and other agents and to
provide for the remuneration of such persons for their services by payment of cash or by
the issue of shares, debentures or other securities of the Company or by granting of options
to take the same or in any other manner allowed by law.
65) To open and keep a register or registers in any country or countries where it may be
deemed advisable to do so and to allocate any number of shares in the Company to such
register or registers.
66) To distribute in the event of winding up in specie or otherwise as may be resolved, any
property or assets of the Company or any proceeds of sale or disposal of any property or
assets of the Company including the shares, debentures or other securities subject to the
provisions of Companies Act, 2013.
67) Subject to provisions of the Companies Act, 2013 or any other enactment in force, to
indemnify and keep indemnified officers, directors, agents and servants of the Company
334Date of Shareholders’
resolution/ effective Particulars
date
against proceedings, costs, damages, claims and demands in respect of anything done or
ordered to be done by them for and in the interest of the Company and for any loss, damage
or misfortune, whatever, which shall occur in execution of the duties of their office or in
relation thereto.
68) To borrow or raise or secure the payment of money from any bank or any financial
institution or any other person or persons, NRI, NRO, Foreign Bankers and Institution for
the purpose of the Company s main business in such manner and in such terms and with
such rights power and privileges as the Company may think fit and particularly by issue
of bonds, debentures, bill of exchange, promissory notes or other obligations or securities
of the Company and with a view to hypothecate and/or in any way encumber or create
charge of the undertaking and/or any of the immovable or movable properties, present or
future and all or any of the uncalled capital for the time being of the Company and to
purchase, redeem or pay of any such securities.
69) To refine, manipulate, repair, alter, exchange, purchase, sell, export, import, deal or let
hire all kinds of goods, commodities, substances, works, plants, machinery's, appliances,
tools and implements and other articles, chattels and things which may be necessary or
advantageous to the Company in connection with its objects.
70) To receive moneys for financing the business of the Company, subject to the provisions of
Companies (Deposits) Rules, 2014 and relevant sections of the Companies Act, 2013 and
to the directives of Reserve Bank of India, or deposit or on loan, upon such terms as may
be thought fit, provided, however, that the Company shall not do any Banking business as
defined under the Banking Regulation Act,1949.
71) To pay out of the Company's fund all costs and expenses incurred in connection with ail
matters, preliminary and incidental to the formation, promotion and incorporation of this
Company and the costs and expenses incurred in connection with all matters preliminary
and incidental to the formation and incorporation of any company which may be promoted
by this Company.
72) To promote any company or companies for the purposes of acquiring all or any of the
property and liability of this company or for any other such purpose connected with the
main business of the Company carried on in pursuance of its aforesaid objects.
73) To insured all or any of the goods lying with the Company against damage, fire or loss.
74) To enter into any other arrangements with persons or companies or others in such manner
as may be lawful and for such period as may be expedient to further the interest of the
Company.
75) To acquire from any person or any sources technical information, knowhow, data,
processes, formulae, techniques and methods, engineering, manufacturing and operating
data plans, layouts, blue prints and such other data for the design, installation, erection
and consultancy, maintenance, operation of the plant; machinery, equipment and facilities
whatsoever required for attaining the main objects of the Company and to acquire any
grant or licence and such other rights and benefits in connection therewith.
76) To import, export, deal in or prepare for market, revise, clean, restore, recondition, treat
and otherwise manipulate and deal and turn to account by any process or means, by-
products, re-use and waste, and other products capable of being manufactured or
produced out of or with the use of all or any raw materials ingredients, substances or
commodities used in the manufacture of all or any of the products which the Company is
entitled to manufacture of deal in and to make such other use of the same as may be thought
fit for the attainment of the main objects of the Company.
77) To repair, alter, remodel, clean, renovate, convert, manipulate and prepare for sale or
otherwise any goods belonging to the Company.
78) To employ experts to investigate into and examine the conditions prospects, value,
character and circumstances of any business concerns and undertakings and of any assets
property or rights for the attainment of the main objects of the company.
79) To buy and sell foreign exchange in all lawful ways in compliance with the relevant laws
and of the foreign country concerned in that behalf for the attainment of main objects of
the Company.
335Date of Shareholders’
resolution/ effective Particulars
date
80) To apply for purchase or otherwise acquire, prolong and renew, in any part of the world,
any patents, patent rights, invention, trademarks, designs, and licensee concessions and
the like conferring any exclusive or non-exclusive or limited right to their use or any secret
or such other information as to any invention which may seem capable of being used for
any of the purposes of the Company or the acquisition of which may seem calculated
directly or indirectly to benefit the Company and to use, exercise, develop or grant licenses
in respect
of or otherwise turn to account the property rights and information so acquired and to
expend money in experimenting upon, testing or improving any such patents, inventions or
rights.
81) To refer or agree to arbitration in India or outside India any claim, demand, dispute or
any other question by or against the company or in which the Company is interested or
concerned and whether between the company and its member, or members of their
representatives or between the Company and third parties and to observe and perform and
to do all acts, deeds, matters and things required to carry out or enforce the award.
82) To insure the whole or any part of the property of the Company, either fully or partly, and
to protect and indemnify the Company from liability or loss in any respect.
83) To exercise all or any of its corporate powers, rights and privileges and to conduct its
business in all or any of its branches in the Union of India and in any or all states and
Union territories, thereof and in any or alt foreign countries and for this purpose to have
and maintain and to discontinue such number of office and agencies therein as may be
convenient.
84) To send out to foreign countries its directors, employees or any other persons for
investigating possibilities of any business or trade or for procuring and buying any
machinery or establishing and entering into collaboration or in promoting the Interest of
the Company and to pay all expenses incurred in this connection.
85) To compensate for the loss of office of any Managing Director or other officers of the
Company within the limitations prescribed under the Companies Act, 2013 or other statute
or rule having the force of law and to make payments to any other persons whose office of
employment or duties maw may be determined by virtue of any transaction in which the
company is engaged.
86) To agree to refer to arbitration any dispute, present or future, between the Company and
any other Company, firm, or individual and to submit the same to arbitration in India or
abroad whether in accordance with Indian or any foreign system of law.
87) To appoint agents, performers, preparatory, executors, transactors, brokers, negotiators,
factory intermediary, financial brokers, representatives, commission agents, mercantile
agents for all kinds of commodities and goods of every description manufactured by the
Company or products of every description which the company is authorized to transact.
88) To sell, dispose of the whole or in part of the Company s assets, rights and other properties
or any of the Company's undertakings.
89) To do all such other acts, deeds or things as are incidental or conducive in the opinion of
the Board of Directors to the above objects or any of them.”
September 30, 2022 Clause V of the MoA was amended to reflect sub-division of the face value of the equity shares of
our Company. The face value of the equity shares was reduced from ₹ 10 per equity share to ₹ 2 per
Equity Share. Accordingly, 9,550,000 equity shares of face value of ₹ 10 per equity share aggregating
to ₹95,500,000 were sub-divided into 47,750,000 Equity Shares of face value of ₹ 2 per Equity Share
shares aggregating to ₹95,500,000.
Clause V of the MoA was amended to reflect the increase of authorised share capital of the Company.
The authorised share capital of the Company was increased from ₹ 95,500,000 comprising
47,750,000 Equity Shares of face value of ₹ 2 per Equity Share to ₹ 200,000,000 comprising
100,000,000 Equity Shares of face value of ₹ 2 per Equity Share.
February 23, 2023 The existing Clause III (A) of the MoA was amended to add the existing sub-clause 1 to add a new
sub-clause 4 to reflect the following:
“(III). (A)…
1) To carry on business of manufacturing and setting up of boiler including community boiler
336Date of Shareholders’
resolution/ effective Particulars
date
and its components for production, generation, transmission, distribution of steam
(superheated steam, saturated steam or wet steam) and selling of the boiler and its
components for all kind of domestic and industrial use which include but not limited to use
in agriculture, domestic, generation of power, sterilization industrial processes and
operation & maintenance of Boiler of third party to generate steam and sale, purchase of
steam generated from their boiler.
2) To carry on all or any of the business of producers, manufacturers, generators, suppliers,
distributors, transformers, converters, transmitters, processors, developers, storers,
procurers, carriers and dealers in electricity, all form of energy and any such products
and by-products derived from such business including without limitation, steam, ash,
conversion of ash into bricks and any products derived from or connected with any other
form of energy, including, without limitation to conventional sources.
3) To carry on the business of Production, Generation, distribution of Nitrogen, Oxygen,
Hydrogen and all other kind of Industrial Gases for industrial processes.
4) To carry on business of trading of Coal and other natural resources including both metallic
and non metallic minerals and the products or the by-products which may be derived,
produced, prepared, developed, compounded, made or manufactured therefrom the
substances obtained by mixing any of the foregoing with other substances.”
September 6, 2023 Clause V of the MoA was amended to reflect the increase of authorised share capital of Company.
from ₹ 200,000,000 comprising 100,000,000 Equity Shares of face value of ₹ 2 per Equity Share to
₹ 450,000,000 comprising 225,000,000 Equity Shares of face value of ₹ 2 per Equity Share.
February 5, 2024 The existing sub clauses of Clause III (B) of the MoA relating to matters which are necessary for
furtherance of the objects specified in Clause 3(a), were amended to reflect the new sub-clauses,
which read as follows:
35. To purchase charter, hire, build or otherwise acquire any vehicles or craft of every
description and to hold, own or work such vehicles or crafts for business of the Company.
36. To purchase, own, operate, acquire by lease or hire or in any other manner, watercraft
(ships, boats, underwater vehicles), amphibious vehicles (screw-propelled vehicles,
hovercrafts), aircrafts (planes, helicopters, choppers, aerostats) and simulators in India
or abroad for commercial and non-commercial purposes.
37. To repair, overhaul, reconstruct, assemble or recondition the watercraft, amphibious
vehicles, aircrafts and simulators or other ancillary machines, parts, accessories thereof
and also to acquire, fabricate any parts, accessories, instruments of the watercraft,
amphibious vehicles, aircrafts and simulators or other ancillary machines.
38. To sell and give on lease, rent, let and charter aircrafts, watercraft, amphibious
vehicles, to individuals or corporations and other entities.
39. To carry passengers, goods of any and every kind and description, materials, luggage
or any other valuable articles in any aircrafts, watercraft, amphibious vehicles for
commercial and non-commercial purposes
……
77. To insure all or any of the goods lying with the Company against damage, fire or loss.
Clause V of the MoA was amended to reflect the increase in authorised share capital of the Company
from ₹450,000,000 comprising 225,000,000 Equity Shares of face value of ₹ 2 per equity share to
₹650,000,000 comprising 325,000,000 Equity Shares of ₹ 2 per Equity Share
December 19, 2024 The existing Clause III (A) of the object clause of the MoA was amended to reflect the addition of
new sub-clause after the existing Clause III(A)(4) to reflect the following:
“(III). (A)…
337Date of Shareholders’
resolution/ effective Particulars
date
1) To carry on business of manufacturing and setting up of boiler including community boiler
and its components for production, generation, transmission, distribution of steam
(superheated steam, saturated steam or wet steam) and selling of the boiler and its
components for all kind of domestic and industrial use which include but not limited to use
in agriculture, domestic, generation of power, sterilization industrial processes and
operation & maintenance of Boiler of third party to generate steam and sale, purchase of
steam generated from their boiler.
2) To carry on all or any of the business of producers, manufacturers, generators, suppliers,
distributors, transformers, converters, transmitters, processors, developers, storers,
procurers, carriers and dealers in electricity, all form of energy and any such products
and by-products derived from such business including without limitation, steam, ash,
conversion of ash into bricks and any products derived from or connected with any other
form of energy, including, without limitation to conventional sources.
3) To carry on the business of Production, Generation, distribution of Nitrogen, Oxygen,
Hydrogen and all other kind of Industrial Gases for industrial processes.
4) To carry on business of trading of Coal and other natural resources including both metallic
and non-metallic minerals and the products or the by-products which may be derived,
produced, prepared, developed, compounded, made or manufactured therefrom the
substances obtained by mixing any of the foregoing with other substances.
5) To undertake and conduct Non-Scheduled Air Transport Services under passenger, cargo
and to acquire, purchase and operate aircrafts by lease or hire in any other manner in
India or abroad for commercial and non-commercial purposes.
Major events and milestones
The table below sets forth some of the major events and milestones in our history:
Calendar year Major events and milestones
2017 Established our first facility in Vapi Gujarat Industrial Development Corporation.
2018 Expanded our facilities to Ankleshwar Gujarat Industrial Development Corporation.
2022 Further expansion of our facilities through addition of boiler to Ankleshwar unit.
2023 Expanded our operations to Sarigam Gujarat Industrial Development Corporation.
Launched our operations at Nandesari Gujarat Industrial Development Corporation.
2024 Commenced steam aggregation and distribution at Dahej Gujarat Industrial Development
Corporation.
Received work order for project to design, build, erect, commission, operate, and maintain a 300
TPD capacity municipal solid waste to steam plant at Pirana/Gyaspur dumping site, Ahmedabad for
a period of 10 years by Ahmedabad Municipal Corporation (AMC).
2025 Expanded our facility to Panoli with integrated common boiler.
Commenced our 1st Nitrogen compression and distribution plant at Ankleshwar, Gujarat Industrial
Development Corporation. This is also the 1st in India where the nitrogen is distributed via a pipeline
network.*
Expansion of our facilities through addition of 1st Waste plant in the Vapi.
* Source: Industry Report titled “Industry report on Industrial Gases Generation & Distribution in India” dated November 28, 2025 prepared by
Frost & Sullivan.
Key awards, accreditations or recognitions
The table below sets forth some of the awards, accreditations or recognitions received by us:
Calendar Year Particulars
2023 Honoured for participation in “AIA Industrial Expo- -2023” organised by Ankleshwar Industries
Association and AD’s Pages Private Limited
338Calendar Year Particulars
2023 Recognised in the “Excellence in Energytech” category at the Times Business Awards Surat 2023
organised by the Times Group and IVY Growth Associates.
2023 Honoured for excellence in Corporate Environment Responsibility “Environment Conclave”
organized by the Southern Gujarat Chamber of Commerce & Industry and the Gujarat Pollution
Control Board
2024 Honoured with the “Udhami Award 2024” by Laghu Udyog Bharti, Surat, Gujarat
2024 Honoured with second prize for best display of products amongst customer approach category in the
“AIA Industrial Expo 2024” organised by Ankleshwar Industries Association and AD’s Pages Private
Limited
2025 Honoured with the “First best display of products award amongst industrial consultant category” by
Industrial Expo Dahej 2025
Our holding company and joint venture
As on the date of this Updated Draft Red Herring Prospectus-I, our Company does not have a holding company or
any joint venture.
Our subsidiary
As on the date of this Updated Draft Red Herring Prospectus-I, our Company has one subsidiary:
Steamhouse Welfare Foundation (“SWF”)
Corporate Information
Steamhouse Welfare Foundation is our wholly owned subsidiary and was incorporated as a Section 8 company under
the Companies Act, 2013 pursuant to a certificate of incorporation dated November 14, 2022, with the Registrar of
Companies, Central Registration Centre. Its corporate identification number is U85190GJ2022NPL136678. Its
registered office is situated at SY. No. 55/F Paiky, Tps-8, Plot-98, Subhash Nagar, Co-Op H. Society Ghod Dod Road,
Athwa, Surat - 395 007, Gujarat, India.
Nature of business
Steamhouse Welfare Foundation is engaged in the business of charitable cause as authorized under the objects clause
of its memorandum of association.
Capital Structure
The following table sets forth the details of the capital structure of Steamhouse Welfare Foundation:
Type of share capital of the Company Number of equity shares of face Aggregate Nominal Value (in ₹)
value ₹ 10 per equity share
Authorised capital 10,000 100,000
Issued, subscribed and paid-up capital 10,000 100,000
Shareholding
The following table sets forth the details of the shareholding of Steamhouse Welfare Foundation:
S. No. Name of the shareholder Number of equity shares of Percentage of total
face value ₹ 10 per equity shareholding (%)
share
1. Steamhouse India Limited 9,999 99.99
2. Vishal Sanwarprasad Budhia* 1 0.01
339Total 10,000 100.00
* Nominee shareholder of Steamhouse India Limited.
Accumulated Profits or Losses of our Subsidiary
There are no accumulated profits or losses of our Subsidiary, not accumulated for, by our Company as on date of this
Updated Draft Red Herring Prospectus-I.
Time and cost overrun in setting up projects by our Company
Except for the details on the time and cost overrun that have occurred in our projects in the six months ended
September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023 as disclosed in “Risk Factors - We face risks and
uncertainties when developing our steam and industrial gas projects, which may result in time delays and cost
overruns, which could materially and adversely affect our business strategy of expansion and our business, results of
operations, cash flows and financial condition”, on page 51, our Company has not experienced any time or cost
overruns in setting up any projects.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
Our Company has not defaulted on repayment of any loan availed from any banks or financial institutions. Further,
the tenure of repayment of any loan availed by our Company from banks or financial institutions has not been
rescheduled or restructured.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets in the last ten years.
Except as disclosed below, our Company has not acquired any material business or undertaken any mergers or
amalgamations or divestments of business or undertaking since our Company’s incorporation.
Amalgamation of Nandesari Eco Energy Limited (“NEEL”), Sarigam Eco Energy Limited (“SEEL”) and Vapi
Eco Energy Limited (“VEEL”) with our Company (“NSV Amalgamation”)
The Office of the Regional Director, North-Western Region, Ministry of Corporate Affairs, at Ahmedabad, pursuant
to a confirmation order dated August 5, 2022, under section 233 of the Companies Act, 2013, sanctioned the scheme
of arrangement in the nature of amalgamation of NEEL, SEEL and VEEL, our erstwhile wholly-owned subsidiaries,
into our Company with effect from April 1, 2021 (“Appointed Date”). Pursuant to the NSV Amalgamation, the
undertakings and authorised, issued and paid-up share capitals of NEEL, SEEL and VEEL and our Company were
consolidated in our Company. Consequently, with the objective: (i) to consolidate the business activities of NEEL,
SEEL and VEEL under one roof; (ii) to integrate and combine the businesses of NEEL, SEEL and VEEL leading to
greater and optimal utilisation of resources; (iii) of greater management focus by streamlining the business activities;
and (iv) to reduce administrative costs and optimize profitability. The authorised share capital of our Company,
pursuant to the addition of the authorised share capital of NEEL, SEEL and VEEL, was increased from ₹30,000,000
comprising 3,000,000 equity shares of ₹10 each to ₹95,500,000 comprising 9,550,000 Equity Shares of ₹10 each.
Revaluation of assets
Our Company has not undertaken any revaluation of assets since its incorporation.
Financial and/or strategic partners
Our Company does not have any financial and / or strategic partners as of the date of this Updated Draft Red Herring
Prospectus-I.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility
creation and location of plants
340For the details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, capacity or facility creation, and location of our facilities, to the extent applicable, see “Our Business” and
“– Major events and milestones” on pages 284 and 338, respectively.
Details of shareholders’ agreements
Our Company does not have any subsisting shareholders’ agreements among our Shareholders vis-a-vis our Company.
Further, there are no inter-se agreements, deeds of assignment, acquisition agreements, shareholders’ agreements,
financing agreements, agreements of like nature with respect to our Company and/or its Subsidiary and there are no
other agreements/arrangement and clauses/covenants with respect to our Company and/or its Subsidiary that our
Company, our Promoters or any of the Shareholders are a party to, or of which our Company is aware, which are
material and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision in
the Offer and there are no clauses/covenants which are adverse/pre-judicial to the interest of the minority/public
shareholders of our Company.
No Directors, KMPs or Senior Management of our Company are appointed pursuant any inter-se agreement /
agreement to which our Company or its Promoters or any of its Shareholders are a party to.
Details of agreements required to be disclosed under clause 5A of paragraph A of part A of Schedule III of the
SEBI Listing Regulations
There are no agreements entered into by our Shareholders, our Promoters, our members of the Promoter Group, related
parties, our Directors, our Key Managerial Personnel, our employees among themselves or with a third party, solely
or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management
or control of our Company or impose any restrictions or create any liability upon our Company, whether or not our
Company is a party to such agreements as required to be disclosed pursuant to Clause 5A of Paragraph A of Part A of
Schedule III of the SEBI Listing Regulations.
Other agreements
Pursuant to a deed of assignment dated November 14, 2022, entered between Sanjoo Dyeing and Printing Mills Private
Limited (“SDPMPL”) and our Company, our Company was assigned exclusive use and all benefits of the trademark
number 4757426 in relation to the steam manufactured by our Company at the factory located at Plot No. 8108/1,
Sachin GIDC Estate, Sachin, Surat - 394 230, Gujarat, India. For details, see “Our Business – Intellectual Property”
and “Government and Other Approvals– Intellectual Property” on pages 316 and 548 respectively.
Key terms of other subsisting material agreements
Except as disclosed in this Updated Draft Red Herring Prospectus-I our Company has not entered into any other
subsisting material agreement, including with any strategic partners, joint venture partners, and/or financial partners,
other than in the ordinary course of business.
Agreements with Key Managerial Personnel or Senior Management or Directors or Promoters or any other
employee
Neither our Promoters nor any of the Key Managerial Personnel, Senior Management, Directors or employees of our
Company have entered into an agreement, either by themselves or on behalf of any other person, with any Shareholder
or any other third party with regard to compensation or profit sharing in connection with the dealings of the securities
of our Company.
Except as disclosed in this Updated Draft Red Herring Prospectus-I, there are no agreements or arrangements entered
into by our Company pertaining to the primary or secondary transactions of securities of the Company or financial
arrangements relating to the Company. Additionally, this Updated Draft Red Herring Prospectus-I includes all the
material covenants of the agreements or arrangements disclosed hereunder.
341Guarantees provided to third parties by our Promoter Selling Shareholder
Following are the guarantees given by the Promoter Selling Shareholder:
Prom Name of Type of Sanctio Security Obligation on Obligation of the Reason Conside
oters Lender Facility ned our Company Promoters ration
Amount offering their (in ₹
(in Rs shares in the Million)
Million) Offer for sale
Vishal HDFC Term loan 75.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d used by our company defaults Term Loan
Budhi company of
a Ankleshwar
Phase 2
Vishal HDFC Working 5.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital guarantee of repayment personal guarantee
rprasa Limited limits of facility guarantee if given for
d used by our company defaults availment of
Budhi company working
a capital limit
for raw
material
procurement
Vishal Axis Working 310.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital guarantee of repayment personal guarantee
rprasa Limited limits(₹310 of facility guarantee if given for
d million non used by our company defaults availment of
Budhi fund based ) company working
a sublimit of capital limit
₹400 for raw
million material
procurement
Vishal Axis Working 90.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital guarantee of repayment personal guarantee
rprasa Limited limits(₹90 of facility guarantee if given for
d millionfund used by our company defaults availing
Budhi based) company working
a sublimit of capital limit
₹400 for raw
million material
procurement
Vishal Bajaj Short term 200.00 Personal To the extent To the extent of Personal 0.00
Sanwa Finance revolving guarantee of repayment personal guarantee
rprasa Limited loan of facility guarantee if given for
d (working used by our company defaults availing
Budhi capital) company working
a capital limit
for raw
material
procurement
Vishal Bajaj Term loan 100.00 Personal To the extent To the extent of Personal 0.00
Sanwa Finance guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d company defaults Term Loan
342Budhi used by our of capex
a company already
incurred in
past 6
months
Vishal HDFC Term loan 90.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d used by our company defaults term loan of
Budhi company takeover of
a term loan of
Aditya Birla
Vishal HDFC Working 5.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital guarantee of repayment personal guarantee
rprasa Limited limits of facility guarantee if given for
d used by our company defaults availing
Budhi company working
a capital limit
for raw
material
procurement
Vishal Yes Working 100.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital ₹100 guarantee of repayment personal guarantee
rprasa Limited million(fund of facility guarantee if given for
d based) used by our company defaults availing
Budhi (dropline company working
a overdraft) capital limit
(sublimit of
₹200
million)
Vishal Yes Working 100.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital ₹100 guarantee of repayment personal guarantee
rprasa Limited million of facility guarantee if given for
d (non-fund used by our company defaults availing
Budhi based) letter company working
a of credit capital limit
(sublimit of for raw
₹200 material
million) procurement
Vishal Yes Term loan 295.70 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d used by our company defaults term loan of
Budhi company Nandesari
a Phase 2
Vishal HDFC Term loan 250.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d used by our company defaults term loan of
Budhi company Nandesari,
a Dahej and
Panoli 1
Vishal Axis Term loan 188.00 Personal To the extent To the extent of Personal 0.00
Sanwa Finance guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d company defaults term loan of
343Budhi used by our Nandesari,
a company Dahej and
Panoli 1
Vishal Federal Term loan 260.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa of facility guarantee if given for
d used by our company defaults term loan of
Budhi company Pirana
a project(Wit
h AMC)
Vishal Federal Working 70.20 Personal To the extent To the extent of Personal 0.00
Sanwa Bank capital guarantee of repayment personal guarantee
rprasa of facility guarantee if given for
d used by our company defaults availing
Budhi company bank
a guarantee
and
overdraft
against
fixed
deposit for
Pirana
Project(Wit
h AMC)
Vishal SBM Term loan 300.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa of facility guarantee if given for
d used by our company defaults term loan of
Budhi company takeover of
a BPEA
Vishal Bandha Working 400.00 Personal To the extent To the extent of Personal 0.00
Sanwa n Bank capital guarantee of repayment personal guarantee
rprasa of facility guarantee if given for
d used by our company defaults availing
Budhi company bank
a guarantee &
working
capital limit
for Pirana
Project
(With
AMC)
Vishal ICICI Credit card 50.00 Personal To the extent To the extent of Personal 0.00
Sanwa Bank guarantee of repayment personal guarantee
rprasa Limited of facility guarantee if given for
d used by our company defaults availing
Budhi company working
a capital limit
Vishal Ascertis Non 1,700.00 65.88% To the extent To the extent of Personal 0.00
Sanwa Credit convertible Share of repayment personal guarantee
rprasa (Former debentures pledge of facility guarantee if given for
ly
d used by our company defaults capital
known
Budhi company expenditure
as
a of Vapi
BPEA)
Waste to
energy
344Vishal Profectu Working 30.00 Personal To the extent To the extent of Personal 0.00
Sanwa s Capital Capital Guarantee of repayment personal guarantee
rprasa Pvt Ltd of facility guarantee if given for
d used by our company defaults availment of
Budhi company working
a capital limit
Vishal Siemens Finance 30.00 Personal To the extent To the extent of Personal 0.00
Sanwa Financia Guarantee of repayment personal guarantee
rprasa l of facility guarantee if given for
Services
d used by our company defaults availment of
Private
Budhi company raw material
Limited
a finance
facility
Vishal Ambiu Secured 100.00 Personal To the extent To the extent of Personal 0.00
Sanwa m Rupee Term Guarantee of repayment personal guarantee
rprasa Finserve Loan of facility guarantee if given for
Limited
d used by our company defaults availment of
Budhi company working
a capital limit
or purchase
of coal
Other Confirmations
No special rights are available to the Promoters and other Shareholders of our Company.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and our Company. There is no conflict of interest between the lessors of the
immovable properties (crucial for operations of the company) and our Company.
345OUR MANAGEMENT
Board of Directors
In terms of the Companies Act, 2013 and the Articles of Association, our Company is required to have not less than
three Directors and not more than 15 Directors, provided that our Shareholders may appoint more than 15 Directors
upon passing a special resolution to that effect, in a general meeting.
As on the date of this Updated Draft Red Herring Prospectus-I, our Board comprises six Directors including a
Managing Director, two Executive Directors and three Independent Directors of which one is a woman Independent
Director. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate
governance in accordance with the SEBI Listing Regulations, Companies Act, 2013 and the SEBI ICDR Regulations,
pertaining to the constitution of the Board and committees thereof and formulation and adoption of policies. Our
Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing
Regulations and the Companies Act, 2013.
The following table sets forth the details of our Board as of the date of this Updated Draft Red Herring Prospectus-I:
Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
Vishal Sanwarprasad Budhia 49 Indian Companies:
Designation: Chairman and Managing Director Private Companies:
Date of Birth: September 10, 1976 1. Sanjoo Filaments Private Limited;
2. Sanjoo Dyeing and Printing Mills Private
Address: 98, Subash Nagar, Opp. Rutam Hospital, Ghod Dod Limited;
Road, Sunvali, Surat 395 001, Gujarat 3. Sanjoo Prints Private Limited;
4. Steamhouse Green Private Limited; and
Occupation: Business 5. Steam House Enviro Private Limited
Current term: From March 15, 2021 to March 15, 2026 Public Companies:
Period of Directorship: Director since incorporation 1. Sachin Infra Environment Limited
DIN: 00017705 Section 8 Companies:
1. Steamhouse Care Foundation; and
2. Steamhouse Welfare Foundation.
Foreign Companies:
1. Sanjoo Dyeing INC
Yadav Lalankumar Dayanand 52 Indian Companies:
Designation: Executive Director Private Companies:
Date of Birth: December 3, 1973 1. Sanjoo Filaments Private Limited;
2. Sanjoo Prints Private Limited;
Address: F-203, Sairaj Residency, Bhestan, Surat City, Surat 3. Sanjoo Dyeing and Printing Mills Private
394 210, Gujarat Limited; and
4. Steam House Enviro Private Limited; and
Occupation: Service
5. Steamhouse Green Private Limited
Current term: Liable to retire by rotation
Foreign Companies:
Period of Directorship: Director since August 21, 2018
Nil
346Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
DIN: 07893781
Ramprakash B Sharma 60 Indian Companies:
Designation: Executive Director Nil
Date of Birth: July 7, 1965 Foreign Companies:
Address: 2883/48, Shailesh Park, Chhapra Road, Lunsikui, Nil
Navsari, Chhapra 396 445, Gujarat
Occupation: Service
Current term: Liable to retire by rotation
Period of Directorship: Director since July 24, 2020.
DIN: 00048703
Richa Manoj Goyal 50 Indian Companies:
Designation: Independent Director Private Companies:
Date of Birth: January 8, 1975 Nil
Address: Build-D, Flat No. 902, Sangini Arise, Canal Road, Public Companies:
Nr. G.D. Goenka School, Bharthana, Surat – 395 007, Gujarat
1. Acutaas Chemicals Limited (formerly known
Occupation: Professional as Ami Organics Limited);
2. Baazar Style Retail Limited;
Current term: For a term of five years effective from August 3. Bikaji Foods International Limited;
19, 2022 4. Ganesh Consumer Products Limited;
5. Skipper Limited; and
Period of Directorship: Director since August 19, 2022
6. Waaree Energies Limited.
DIN: 00159889
Foreign Companies:
Nil’
Vinay Omprakash Sonthalia 47 Indian Companies:
Designation: Independent Director Private Companies:
Date of Birth: October 10, 1978 1. Shri Tormal Prints Private Limited; and
2. Sneha Fashions Private Limited
Address: 3, Jivan Vikas Society, Athwalines, Surat 395 001,
Gujarat Public Companies:
Occupation: Business 1. Sachin Infra Environment Limited
Current term: For a term of five years effective from Foreign Companies:
September 30, 2022
Nil
Period of Directorship: Director since September 30, 2022
DIN: 01080238
Rathod Baldevsinh Yogendrasinh 66 Indian Companies:
Designation: Independent Director Nil
347Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
Date of Birth: May 9, 1959 Foreign Companies:
Address: 39, Harihar Nagar, Ganesh Nagar Road, Kim, Surat Nil
394 110, Gujarat
Occupation: State Government Employee (Retired)
Current term: For a term of five years with effect from
February 23, 2023
Period of Directorship: Director since February 23, 2023
DIN: 07924008
Brief profiles of our Directors
Vishal Sanwarprasad Budhia is the Chairman and Managing Director on the Board of our Company. He has attended
the bachelor’s in science course from South Gujarat University. He has been associated with our Company since its
incorporation. He is responsible for the managerial affairs of the company, and to conduct business and perform
functions as assigned by the Board of the Company. He has over 29 years of experience in the field of management.
Yadav Lalankumar Dayanand is an Executive Director on the Board of our Company. He has not received any
formal education. He has been associated with our Company since 2018. He is responsible for strategic leadership,
corporate governance, financial management, operational oversight, stakeholder engagement, risk management and
other functions of the Company. Prior to joining our Company, he was previously associated with Sanjoo Dyeing and
Printing Mills Private Limited. He has over 13 years of experience in the field of management.
Ramprakash B Sharma is an Executive Director on the Board of our Company. He has been associated with our
Company since 2020. He has attended the bachelor’s in commerce course from University of Rajasthan. He is also an
associate member of the Institute of Company Secretaries of India. He is responsible for strategic leadership, corporate
governance, financial management, operational oversight, stakeholder engagement, risk management and other
functions of the Company. Prior to joining our Company, he was previously associated with Shilpa Dyeing and
Printing Mills Private Limited. He has over 21 years of experience in the field of management.
Richa Manoj Goyal is an Independent Director on the Board of our Company. She has been associated with our
Company since 2022. She holds a bachelor’s degree in commerce and has cleared the bachelor’s in law course, each
from the Gujarat University. She is also an associate member and fellow of the Institute of Company Secretaries of
India. She is also a registered as a trademarks agent with the Trade Marks Registry, Government of India. She is also
the proprietor of Richa Goyal and Associates. She has over 23 years of experience in the field of corporate law,
intellectual property law and insolvency law.
Vinay Omprakash Sonthalia is an Independent Director on the Board of our Company. He has been associated with
our Company since 2022. He holds a master’s degree in business administration (international business) from the
Indian Institute of Foreign Trade. He is currently also on the board of directors of Sneha Fashions Private Limited. He
has over 23 years of experience in management.
Rathod Baldevsinh Yogendrasinh is an Independent Director on the Board of our Company. He has been associated
with our Company since 2023. He holds a bachelor’s of science degree in microbiology from Sardar Patel University
Prior to joining our Company, he was previously associated with Gujarat Pollution Control Board in the capacity of
senior environment scientist. He has over 36 years of experience.
Relationship amongst our Directors, Key Managerial Personnel and Senior Management
None of our Directors, Key Managerial Personnel and Senior Management are related to each other.
348Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or
were suspended from being traded during the five years preceding the date of this Updated Draft Red Herring
Prospectus-I, during the term of his/her directorship in such company.
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 his/her directorship in such company.
Arrangement or understanding with major Shareholders, customers, suppliers or others
There is no arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant to
which any of our Directors were appointed as a Director or member of senior management.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.
Terms of appointment of our Directors
a) Terms of appointment of Executive Directors
Vishal Sanwarprasad Budhia
Pursuant to a Board resolution dated February 19, 2021 and a special resolution passed by the Shareholders of
our Company, dated March 15, 2021, Vishal Sanwarprasad Budhia was appointed as the Managing Director of
our Company. Subsequently, pursuant to a Board resolution dated June 9, 2023, he was appointed as the Chairman
of our Company. Pursuant to a Shareholders resolution and Chairman and managing director employment
agreement each dated April 18, 2025, our Company revised his salary to the following:
Sr. Remuneration Details
No.
(i) Basic salary ₹ 0.45 million per month
(ii) Perquisites and allowances Medical insurance, company car, telephone/internet expenses, reimbursement of
of expenses (at actuals) official expenses, domestic / international travel allowance, and other such
facilities and benefits as per the applicable policies, laws and rules of the
Company.
Ramprakash B Sharma
Pursuant to an employment agreement dated April 1, 2025, the remuneration of Ramprakhash B Sharma was
revised to ₹ 0.16 million per month. In addition to the salary, he is entitled to other allowances, benefits,
perquisites as determined by our Board from time to time and reimbursement of all reasonable business-related
expenses.
Yadav Lalankumar Dayanand
Pursuant to an employment agreement dated April 1, 2025, the remuneration of Yadav Lalankumar Dayanand
was revised to ₹ 0.05 million per month. In addition to the salary, he is entitled to other allowances, benefits,
perquisites as determined by our Board from time to time and reimbursement of all reasonable business-related
expenses.
Commission and sitting fees paid to the Independent Directors
349Pursuant to Board resolution dated February 14, 2023 and shareholders resolution dated February 23, 2023, each
Independent Director is entitled to receive sitting fees of ₹ 50,000 for attending each meeting of our Board and any
committee of our Board and reimbursement of expenses for attending such meetings.
The details of the commission and sitting fees paid to the Independent Directors during Fiscal 2025 are disclosed
below:
S. Name of Independent Designation Sitting fees paid Commission Total
No. Directors (₹ in million) (₹ in million) remuneration
(₹ in million)
1. Richa Manoj Goyal Independent Director 0.60 Nil 0.60
2. Vinay Omprakash Independent Director 0.70 Nil 0.70
Sonthalia
3. Rathod Baldevsinh Independent Director 0.35 Nil 0.35
Yogendrasinh
Payments or benefits to Executive Directors of our Company
Except for a bonus as disclosed below, our Company has not paid any compensation or granted any benefit to any of
our Directors (including contingent or deferred compensation) in all capacities in Fiscal 2025. Further, there is no
contingent or deferred compensation payable to any of our Directors which accrued in Fiscal 2025.
In Fiscal 2025, our Company has paid the following remuneration to the Executive Directors of our Company:
Sr. No. Name Remuneration (₹ in millions)
1. Vishal Sanwarprasad Budhia 0.84
2. Ramprakash B Sharma 1.80
3. Yadav Lalankumar Dayanand 0.59
Remuneration paid or payable by our Subsidiary
None of our Directors have been paid or are entitled to any remuneration from our Subsidiary, including contingent
or deferred compensation accrued during Fiscal 2025.
Shareholding of the Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares. The table below sets forth details
of Equity Shares held by the Directors as on date of this Updated Draft Red Herring Prospectus-I:
Number of equity Percentage of pre-Offer
Sr. No. Name of the Director shares of face value of Equity Share Capital
₹2 held
1. Vishal Sanwarprasad Budhia 202,500,000 89.61%
Borrowing Powers
Pursuant to our Articles of Association and applicable provisions of the Companies Act, 2013 and pursuant to a
resolution passed in the EGM held on September 6, 2023, our Board has been authorised to borrow any sum or sums
of moneys from time to time as its discretion, from one or more banks, financial institutions and other persons, firms,
body corporates, foreign private corporate bodies, foreign equity holders and other approved channels (the
“Lenders”), notwithstanding that the money or moneys to be borrowed, together with the moneys already borrowed
by our Company may exceed aggregate of its paid-up capital and free reserves, apart from temporary loans obtained
from the Lenders in the ordinary course of business, subject to such aggregate borrowings not exceeding ₹ 8,000.00
million.
Bonus or profit-sharing plan for our Directors
350Except as mentioned above in “-Terms of Appointment of Directors” on page 349, none of our Directors are party to
performance linked bonus or a profit-sharing plan for our Directors.
Interest of Directors
All our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if
any, payable to them, as well as the sitting fees and commission, if any, payable to them for attending meetings of our
Board and/or committees thereof as approved by our Board/ Shareholders, the reimbursement of expenses payable to
them, as approved by our Board.
Our Director, Vishal Sanwarprasad Budhia, may also be interested to the extent of his shareholding in our Company
and to the extent of any dividend payable to him and other distributions in respect of such shareholding and to the
extent of Equity Shares, if any, that may be subscribed by or allotted to the companies, firms, ventures, trusts in which
he is interested as promoter, director, partner, proprietor, member or trustee, pursuant to the Offer.
Further, Vishal Sanwarprasad Budhia and Yadav Lalankumar Dayanand, our Directors are also directors on the boards
of directors, or is a shareholder, member or partner of certain entities forming part of the Promoter Group and Group
Companies, and may be deemed to be interested to the extent of the payments made by our Company, if any, to such
entities forming part of the Promoter Group and Group Companies. For the payments that are made by our Company
to certain entities forming part of the Promoter Group and Group Companies, see “Offer Document Summary –
Summary of Related Party Transactions” on page 27.
Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our Company.
Interest in promotion or formation of our Company
Except for Vishal Sanwarprasad Budhia, who is the Promoter of our Company, none of our Directors are interested
in the promotion or formation of our Company.
No loans have been availed by our Directors from our Company.
No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members,
in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as, a Director,
or otherwise for services rendered by him/ her or by such firm or company, in connection with the promotion or
formation of our Company.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company which is promoted by them or in which they hold directorships /
shareholding or any partnership firm in which they are partners.
Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company in the
three years preceding the date of this Updated Draft Red Herring Prospectus-I.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of
our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by them or by
the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.
Further, our Directors do not have any interest in any transaction by our Company for acquisition of land, construction
of building or supply of machinery.
Business interest
Except as stated in ‘Offer Document Summary- Summary of Related Party Transactions’ on page 27, our Directors
do not have any other interest in our Company or in any transaction by our Company.
351Changes to our Board in the last three years
Details of the changes in our Board in the last three years are set forth below:
Date of appointment/ Reason
Name of Director change in designation/
cessation
Vishal Sanwarprasad Budhia June 9, 2023 Re-designated as Chairman and Managing Director
Yadav Lalankumar Dayanand June 9, 2023 Re-designated as Executive Director
Rathod Baldevsinh Yogendrasinh February 23, 2023 Appointed as an Independent Director
Rathod Baldevsinh Yogendrasinh February 14, 2023 Appointed as an Additional Independent Director
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate
governance in accordance with the SEBI Listing Regulations, Companies Act, 2013 and the SEBI ICDR Regulations,
pertaining to the constitution of the Board and committees thereof and formulation and adoption of policies. Our
Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing
Regulations and the Companies Act, 2013.
Committees of our Board
Our Board has constituted the following committees of the Board in terms of the SEBI Listing Regulations and the
Companies Act, 2013:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Risk Management Committee; and
(e) Corporate Social Responsibility Committee.
For the purposes of the Offer, our Company has also constituted an IPO Committee.
In addition to the above, our Board of Directors may, from time to time, constitute committees to delegate certain
powers for various functions, in accordance with applicable laws.
Audit committee
The Audit committee was constituted by a resolution of our Board at their meeting held on October 19, 2022. The
Audit committee currently comprises the following members:
Name of Director Position in the Committee Designation on our Board
Vinay Omprakash Sonthalia Chairman Independent Director
Richa Manoj Goyal Member Independent Director
Vishal Sanwarprasad Budhia Member Chairman and Managing Director
The scope and function of the Audit committee is in accordance with Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI Listing Regulations and its terms of reference are as follows:
(i) The Audit Committee shall have powers, which should include the following:
352(a) To investigate any activity within its terms of reference;
(b) To seek information from any employee of the Company;
(c) To obtain outside legal or other professional advice;
(d) To secure attendance of outsiders with relevant expertise if it considers necessary; and
(e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
(ii) The role of the Audit Committee shall include the following:
(a) Oversight of the Company’s financial reporting process, examination of the financial statement and the
auditors’ report thereon and the disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;
(b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of
appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the
Company and the fixation of audit fee;
(c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of
the Company;
(d) Reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:
(i) 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;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to financial statements;
(vi) Disclosure of any related party transactions; and
(vii) Modified opinion(s) in the draft audit report.
(e) Reviewing, with the management, the quarterly, half yearly and annual financial statements before
submission to the board for approval;
(f) Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than
those stated in the issue document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the Board to take up steps in this
matter;
(g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
(h) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;
(i) Approval or any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company subject to
such conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc)
of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
353(j) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
(k) Scrutiny of inter-corporate loans and investments;
(l) Undertaking or supervising valuation of undertakings or assets of the company, wherever it is necessary;
(m) Evaluation of internal financial controls and risk management systems;
(n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
(o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
(p) Discussion with internal auditors of any significant findings and follow up thereon;
(q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;
(r) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
(s) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(t) Recommending to the board of directors the appointment and removal of the external auditor, fixation
of audit fees and approval for payment for any other services;
(u) Reviewing the functioning of the whistle blower mechanism;
(v) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the whole-
time finance director or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc., of the candidate;
(w) Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee and
any other terms of reference as may be decided by the Board and/or as provided under the provisions of
the Companies Act, the SEBI Listing Regulations and other applicable laws;
(x) To formulate, review and make recommendations to the Board to amend the Terms of Reference of
Audit Committee from time to time;
(y) Establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;
(z) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
(aa) Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiaries
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on the date of coming into force of this provision;
(bb) To consider and comment on rationale, cost- benefits and impact of schemes involving merger,
demerger, amalgamation etc. on the Company and its shareholders and;
354(cc) Carrying out any other functions as may be required / mandated and/or delegated by the Board as per
the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or
any other applicable laws or by any regulatory authority and performing such other functions as may be
necessary or appropriate for the performance of its duties.”
(iii) The Audit Committee shall mandatorily review the following information:
(a) Management’s discussion and analysis of financial condition and results of operations;
(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by
the management of the Company;
(c) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;
(d) Internal audit reports relating to internal control weaknesses;
(e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee;
(f) Statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations;
and
ii. annual statement of funds utilised for purposes other than those stated in the issue
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations;
(g) To review the financial statements, and the auditors’ report thereon, in particular, the investments made
by any unlisted subsidiary; and
(h) Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution of our Board at their meeting held on
February 14, 2023 and was re-constituted by a resolution of our Board at their meeting held on April 15, 2025. The
Nomination and Remuneration committee currently comprises the following members:
Name of Director Position in the Committee Designation on our Board
Richa Manoj Goyal Chairperson Independent Director
Vinay Omprakash Sonthalia Member Independent Director
Rathod Baldevsinh Yogendrasinh Member Independent Director
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act read with Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:
(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully;
355(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals.
(b) For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates.
(c) Formulation of criteria for evaluation of performance of independent directors and the Board;
(d) Devising a policy on Board diversity;
(e) Identifying persons who are qualified to become directors of the Company and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
(f) Analysing, monitoring and reviewing various human resource and compensation matters, including the
compensation strategy;
(g) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such
directors;
(h) Recommending to the Board the remuneration, in whatever form, payable to the senior management
personnel and other staff (as deemed necessary);
(i) Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;
(j) Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;
(k) Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended;
(l) Construing and interpreting the employee stock option scheme/plan approved by the Board and
shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) and
any agreements defining the rights and obligations of the Company and eligible employees under the
ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the
administration of the ESOP Scheme;
(m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws,
as amended from time to time, including:
356a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended; and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, as amended,
by the Company and its employees, as applicable;
(n) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily
prescribed under any law to be attended to by the Nomination and Remuneration Committee; and
(o) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board at their meeting held on
October 19, 2022. The Stakeholders’ Relationship Committee currently comprises the following members:
Name of Director Position in the Committee Designation on our Board
Vinay Omprakash Sonthalia Chairman Independent Director
Ramprakash B Sharma Member Executive Director
Yadav Lalankumar Dayanand Member Executive Director
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Companies Act, and Regulation 20 of the SEBI Listing Regulations and its terms of reference are as follows:
(a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of
shares, including non-receipt of share certificates and review of cases for refusal of
transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares,
non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, issue
of new/duplicate certificates, generals meetings, etc., assisting with quarterly reporting of such
complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal
of various requests received from shareholders;
(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;
(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of
shares, debentures or any other securities;
(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and
re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance
with all the requirements related to shares, debentures and other securities from time to time;
(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company;
(f) Reviewing the adherence to the service standards by the Company with respect to various services
rendered by the registrar and transfer agent of our Company and to recommend measures for overall
improvement in the quality of investor services;
(g) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory
authority;
(h) To approve allotment of shares, debentures or any other securities as per the authority conferred / to
be conferred to the Committee by the Board of Directors from time to time;
357(i) To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of
name, dematerialization, rematerialisation etc. of shares, debentures and other securities;
(j) To monitor and expedite the status and process of dematerialization and rematerialisation of
shares, debentures and other securities of the Company; and
(k) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing
Regulations.
Risk Management Committee
The Risk Management Committee was constituted by a resolution of our Board at their meeting held on October 19,
2022 and was re-constituted by a resolution of our Board at their meeting held on April 15, 2025. The Risk
Management Committee currently comprises the following members:
Name of Director Position in the Committee Designation on our Board
Rathod Baldevsinh Yogendrasinh Chairman Independent Director
Vishal Sanwarprasad Budhia Member Chairman and Managing Director
Yadav Lalankumar Dayanand Member Executive Director
The terms of reference of the Risk Management Committee are as follows:
(a) To periodically review the risk management policy at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
(b) To formulate a detailed risk management policy covering risk across functions and plan integration
through training and awareness programmes;
(c) The policy shall include:
1. A framework for identification of internal and external risks specifically faced by the listed entity, in
particular including financial, operational, sectoral, sustainability (particularly, environment, social and
governance related risks), information, cyber security risks or any other risk as may be determined by the
committee;
2. Measures for risk mitigation including systems and processes for internal control of identified risks;
3. Business continuity plan.
(d) To approve the process for risk identification and mitigation;
(e) To decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual risks
including for cyber security;
(f) To monitor the Company’s compliance with the risk structure. Assess whether current exposure to the
risks it faces is acceptable and that there is an effective remediation of non-compliance on an on-going
basis;
(g) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
(h) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;
(i) To approve major decisions affecting the risk profile or exposure and give appropriate directions;
358(j) To consider the effectiveness of decision making process in crisis and emergency situations;
(k) To balance risks and opportunities;
(l) To generally, assist the Board in the execution of its responsibility for the governance of risk;
(m) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
(n) To consider the appointment, removal and terms of remuneration of the chief risk officer (if any) shall
be subject to review by the Risk Management Committee;
(o) The Risk Management Committee shall have powers to seek information from any employee, obtain
outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if
it considers necessary;
(p) The Risk Management Committee shall coordinate its activities with other committees, in instances
where there is any overlap with activities of such committees, as per the framework laid down by the
board of directors;
(q) To attend to such other matters and functions as may be prescribed by the Board from time to time; and
(r) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our Board at their meeting held on
April 28, 2022 and was re-constituted by our Board at their meeting dated October 19, 2022. The Corporate Social
Responsibility Committee currently comprises the following members:
Name of Director Position in the Committee Designation on our Board
Vinay Omprakash Sonthalia Chairman Independent Director
Vishal Sanwarprasad Budhia Member Chairman and Managing Director
Yadav Lalankumar Dayanand Member Executive Director
The terms of reference of the Corporate Social Responsibility Committee framed in accordance with Section 135 of
the Companies Act, are as follows:
(a) To formulate and recommend to the Board, a corporate social responsibility policy stipulating, amongst
others, the guiding principles for selection, implementation and monitoring the activities as well as
formulation of the annual action plan which shall indicate the activities to be undertaken by the Company
as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions
therein as and when decided by the Board;
(b) Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit
of the Company in the three immediately preceding financial years or where the Company has not
completed the period of three financial years since its incorporation, during such immediately preceding
financial years;
(c) To monitor the Corporate Social Responsibility Policy of the company from time to time;
(d) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
359(e) To review and recommend the amount of expenditure to be incurred for the corporate social responsibility
activities and the distribution of the same to various corporate social responsibility programmes undertaken
by the Company;
(f) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of
all delegated responsibilities;
(g) To review and monitor the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes;
(h) To perform such other duties and functions as the Board may require the corporate social responsibility
committee to undertake to promote the corporate social responsibility activities of the Company and
exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Companies Act;
(i) To take note of the Compliances made by implementing agency (if any) appointed for the corporate social
responsibility of the Company;
(j) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its corporate social responsibility policy, which shall include the following:
(i) the list of corporate social responsibility projects or programmes that are approved to be undertaken in
areas or subjects specified in Schedule VII of the Companies Act;
(ii) the manner of execution of such projects or programmes as specified in the rules notified under the
Companies Act;
(iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes;
(iv) monitoring and reporting mechanism for the projects or programmes; and
(v) details of need and impact assessment, if any, for the projects undertaken by the Company; and
(k) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
360Management organisation chart
361Key Managerial Personnel
In addition to our Chairman and Managing Director and Executive Directors, whose details are provided in “–
Brief profiles of our Directors” on page 348, the details of our other Key Managerial Personnel as on the date of
this Updated Draft Red Herring Prospectus-I Prospectus are as set forth below:
Vaibhav Gattani is the Chief Financial Officer of our Company. He has been associated with our Company since
June 21, 2022. He has attended the bachelor’s in commerce course at the Jai Narain Vyas University, Jodhpur and
has cleared the final examination held by the Institute of Chartered Accountants of India. He is responsible for the
financial functions of our Company. Prior to joining our Company, he was associated with Axis Bank Limited,
Federal Bank Limited, Kotak Mahindra Bank, AU Small Finance Bank, and YES Bank Limited. In Fiscal 2025,
the remuneration paid to him was ₹ 4.80 million.
Shyam Bhadresh Kapadia is the Company Secretary and Compliance Officer of our Company. He has been
associated with our Company since July 14, 2022. He is responsible for the legal and compliance functions of our
Company. He holds a bachelor’s degree in commerce and a bachelor’s degree in law (special), each from the Veer
Narmad South Gujarat University. He is also a fellow member of the Institute of Company Secretaries of India.
Prior to joining our Company, he was associated with Laxmi Diamond Private Limited and Bigbloc Construction
Limited. In Fiscal 2025, the remuneration paid to him was ₹ 1.01 million.
Senior Management
In addition to the Company Secretary and Compliance Officer and the Chief Financial Officer of our Company,
whose details are provided in “– Key Managerial Personnel” on page 362, the details of our other Senior
Management as on the date of this Updated Draft Red Herring Prospectus-I are as set forth below:
Suchi Goenka is the Chief Project Officer of our Company. She has been associated with our Company since
July 3, 2015. She holds a bachelor’s degree in commerce from Veer Narmad South Gujarat University, Surat. She
is responsible for the projects functions of our Company. Prior to joining our Company, she was associated with
Sanjoo Dyeing and Printing Mills Private Limited. In Fiscal 2025, the remuneration paid to her was ₹ 2.10 million.
Chatniwala Mehulkumar Babubhai is the Deputy Chief Operating Officer of our Company. He has been
associated with our Company since January 23, 2023. He holds a bachelor’s degree in engineering (mechanical)
from the South Gujarat University. He is responsible for the operations functions of our Company. Prior to joining
our Company, he was associated with Hindalco Industries Limited (Birla Copper Unit), GHCL Limited, Nirma
Limited, Baroda Rayon Corporation Limited and Gujarat Glass. In Fiscal 2025, the remuneration paid to him was
₹ 1.71 million.
Himmat Singh Chauhan is the Head - Project and Design of our Company. He has been associated with our
Company since February 1, 2024. He holds a bachelor’s of science degree in process engineering from the Birla
Institute of Technology and Science, Pilani. He is responsible for the technical functions of our Company. Prior
to joining our Company, he was associated with PT Indo Bharat Rayon. In Fiscal 2025, the remuneration paid to
him was ₹ 2.22 million.
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Service Contracts including Retirement / termination benefits
Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management have entered
into any service contracts with our Company relating to their appointment pursuant to which they would receive
any benefits on their retirement or on termination of their employment with our Company.
Relationship amongst Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management are related to each other.
Arrangements or Understanding with Major Shareholders, Customers, Suppliers or Others
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers or others.
362Shareholding of the Key Managerial Personnel and Senior Management
Except as disclosed in “Our Management - Shareholding of the Directors in our Company” on page 350 above
and “Capital Structure – Equity Shareholding of our Directors, Key Managerial Personnel or the members of
Senior Management” on page 122, none of our Key Managerial Personnel and Senior Management hold any
Equity Shares as on date of this Updated Draft Red Herring Prospectus-I.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation which accrued to our Key Managerial Personnel and Senior
Management for Fiscal 2025 which does not form part of their remuneration.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Except as mentioned above in “-Terms of Appointment of Directors” on page 349, and performance bonus
component of remuneration, none of our Key Managerial Personnel or Senior Management are parties to any
bonus or profit-sharing plan of our Company.
Interest of Key Managerial Personnel and Senior Management
Other than 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 their service, our Key Managerial
Personnel and Senior Management do not have any other interest in our Company.
No benefits in kind were granted to our Key Managerial Personnel and Senior Management on an individual basis
by our Company for services in all capacities to our Company.
Other than as disclosed in “Offer Document Summary- Summary of Related Party Transactions” and “Financial
Information – Note 46 – Related Party Disclosure” on pages 27 and 466, respectively, our Key Managerial
Personnel and Senior Management are not interested in any contract, agreement or arrangement entered into by
our Company and no payments have been made in respect of these contracts, agreements or arrangements or are
proposed to be made.
Except as disclosed below, no loans have been availed by our Key Managerial Personnel and Senior Management
from our Company as on date of this Updated Draft Red Herring Prospectus-I.
Sr No Name Relation with Company Nature of Transaction Amount
outstanding as
on September
30, 2025 (in ₹
million)
1. Suchi Goenka Senior Management Personnel Advances given 2.00
Changes in the Key Managerial Personnel or Senior Management
Other than as disclosed in “- Changes to our Board in the last three years” on page 352, there have been no other
changes to our Key Managerial Personnel or Senior Management in the immediately preceding three years:
Name of Key Managerial Personnel Date of appointment/ change in
Reason
and Senior Management designation/ cessation
Chatniwala Mehulkumar Babubhai July 16, 2024 Promoted as Deputy Chief Operating
Officer
Himmat Singh Chauhan February 1, 2024 Appointed as Head Project and Design
Shyam Bhadresh Kapadia June 9, 2023 Appointed as Compliance Officer
Chatniwala Mehulkumar Babubhai January 23, 2023 Appointed as Plant Head
We believe that the attrition of the Key Managerial Personnel and Senior Management of our Company is not
363high as compared to the industry.
For more information, please see “Risk Factors- Our success largely depends upon the knowledge and experience
of our PromoterS, Directors, Key Managerial Personnel, and Senior Management Personnel as well as our ability
to attract and retain personnel with technical expertise. Our inability to retain our personnel or our ability to
attract and retain other personnel with technical expertise could adversely affect our business, results of
operations, cash flows and financial condition” on page 59.
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company (non-salary
related)
Other than as disclosed in “- Terms of appointment of our Directors – a) Terms of appointment of Executive
Directors” on page 349, no amount or benefit has been paid or given in the two years preceding the date of this
Updated Draft Red Herring Prospectus-I or is intended to be paid or given to any officer of our Company,
including our Key Managerial Personnel and Senior Management.
Employee stock option and stock purchase schemes
For details of the ESOP Plan 2024, see “Capital Structure – ESOP” on page 130.
Other Confirmations
There is no conflict of interest between the lessors of immovable properties (which are crucial for operations of
our Company) and any of our Directors or Key Managerial Personnel or Senior Management.
Further, there is no conflict of interest between the suppliers of raw materials or any third-party service providers
(which are crucial for the operations of our Company) and any of our Directors or Key Managerial Personnel or
Senior Management.
364OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
As on the date of this Updated Draft Red Herring Prospectus-I, our Promoters are Vishal Sanwarprasad Budhia,
Ritu Budhia, VSB Business Trust, Budhia Business Trust and VB Business Trust.
As on the date of this Updated Draft Red Herring Prospectus-I, our Promoters, hold Equity Shares in our
Company, the details of which are set out below. For further details, see “Capital Structure” on page 110.
Sr. No. Name of the Promoter No. of Equity Shares % of pre-Offer issued, subscribed
and paid-up Equity Share Capital
1. Vishal Sanwarprasad Budhia 202,500,000* 89.61
2. Ritu Budhia 300 Negligible
3. VSB Business Trust 8,010,425 3.54
4. Budhia Business Trust 6,387,000 2.83
5. VB Business Trust 4,263,000 1.89
Total 221,160,725 97.87
* Except for 148,874,167 Equity Shares constituting 65.88% of our paid-up Equity Share capital pledged by Vishal Sanwarprasad Budhia,
(“Pledged Equity Shares”) as on the date of this Updated Draft Red Herring Prospectus-I, none of the Equity Shares held by our Promoters
are pledged or are subject to non-disposal undertaking with any creditor or any other encumbrance. By way of a letter dated June 27, 2025,
Catalyst Trusteeship Limited has confirmed the release of the aforementioned Pledged Equity Shares, prior to the filing of the UDRHP-II
and the same will be required to be repledged if our Company is unable to repay the entire debt of Ascertis Credit (Formerly known as
BPEA) within an agreed timeline.
For details of the build-up of the Promoter’s shareholding in our Company, see “Capital Structure – Details of
shareholding of our Promoters and members of the Promoter Group in our Company”, on page 119.
Details of our individual Promoters
Vishal Sanwarprasad Budhia
Vishal Sanwarprasad Budhia, born on September 10, 1976, aged 49 years, is the Chairman
and Managing Director of our Company. He is an Indian national. For details of his
educational qualifications, ventures, residential address, date of birth, experience, positions
and posts held in the past, other directorships and interest in other entities, business, financial
activities and special achievements, see “Our Management” on page 346. Other than disclosed
in “- Promoter Group”, and “Our Management”, on page 369 and 346, respectively, Vishal
Sanwarprasad Budhia is not involved in any other ventures.
His PAN is ABYPB6155E.
Ritu Budhia
Ritu Budhia, born on August 21, 1977, aged 48 years, is one of the Promoters of our Company.
She is an Indian national. She is a resident of 98, Subash Nagar, Opp. Rutam Hospital, Ghod
Dod Road, Sunvali, Surat 395 001, Gujarat. She holds a bachelor’s degree in commerce
(finance and accounting) from the M.M. College of Arts, N.M. Institute of Science and Haji
Rashid Jaffer College of Commerce, University of Mumbai. She was previously associated
with Green Energy, a proprietorship owned by Ritu Budhia. She has been associated with
our Company since its incorporation and is not involved in any other ventures.
Her PAN is ABHPS7061H.
Our Company confirms that the PAN, driving license number, Aadhaar card number, bank account number and
passport number of Vishal Sanwarprasad Budhia have been submitted to the Stock Exchanges at the time of filing
365of the Pre-filed Draft Red Herring Prospectus , and for Ritu Budhia will be submitted to the Stock Exchanges at
the time of filing of the Updated Draft Red Herring Prospectus-I.
Details of our Promoter Trusts
A. VSB Business Trust
(a) Trust information
Our Promoter, VSB Business Trust, was settled as an irrevocable and private trust in accordance
with the provisions of the Indian Trusts Act, 1882, pursuant to a deed of trust dated August 8,
2023 between Sanwarprasad Ramkumar Budhia (as settlor), Vishal Sanwarprasad Budhia (as
trustee) and Ritu Budhia (as trustee). Its PAN is AAETV1066H. The office of VSB Business
Trust is situated at 98, Subhash Nagar, Opp. Rutam Hospital, Ghod Dod Road, Sunvali, Surat,
Nanpura, 395 001, Gujarat, India.
(b) Trustees
The trustees of VSB Business Trust, as on the date of this Updated Draft Red Herring
Prospectus-I, consist of: (A) Vishal Sanwarprasad Budhia and (B) Ritu Budhia. .
(c) Beneficiaries
The beneficiaries of VSB Business Trust are: (A) Vishal Sanwarprasad Budhia (B) Ritu Budhia,
(C) Khushi Budhia, and (D) Zheel Budhia. Further, the lineal descendants of Khushi Budhia,
and Zheel Budhia are the contingent beneficiaries.
(d) Settlor
The settlor of VSB Business Trust is Sanwarprasad Ramkumar Budhia.
(e) Objects, functions and reasons for formation of the trust
The objects and purpose of VSB Business Trust include the following:
i. To meet any financial or non-financial needs/ purpose of existing Beneficiaries of the Trust
including health, education, maintenance, Capital and support, including, but not limited to
payment of insurance premium, marriage, Capital and maintenance
ii. To ensure seamless and effective succession planning mechanism and intergenerational
transfer of the Trust Corpus and income among the beneficiaries who are family members of
the Settlor
iii. To provide for consolidation of assets for efficient administration and management
Change in control of VSB Business Trust
There has been no change in the control of VSB Business Trust since incorporation of the trust.
Our Company confirms that the permanent account number and bank account number(s) of VSB Business Trust
shall be submitted to the Stock Exchanges at the time of filing of this Updated Draft Red Herring Prospectus-I.
B. Budhia Business Trust
(a) Trust information
Our Promoter, Budhia Business Trust, was settled as an irrevocable and private trust in
accordance with the provisions of the Indian Trusts Act, 1882, pursuant to a deed of trust dated
August 8, 2023 between Vishal Sanwarprasad Budhia (as settlor and trustee) and Ritu Budhia
(as trustee). Its PAN is AAFTB2201H. The office of Budhia Business Trust is situated at 98,
Subhash Nagar, Opp. Rutam Hospital, Ghod Dod Road, Sunvali, Surat, Nanpura, 395 001,
Gujarat, India.
(b) Trustees
366The trustees of Budhia Business Trust, as on the date of this Updated Draft Red Herring
Prospectus-I, consist of: (A) Vishal Sanwarprasad Budhia; and (B) Ritu Budhia. .
(c) Beneficiaries
The beneficiaries of Budhia Business Trust are: (A) Ritu Budhia, (B) Khushi Budhia, and
(C) Zheel Budhia. Further, the lineal descendants of Khushi Budhia, and Zheel Budhia are the
contingent beneficiaries.
(d) Settlor
The settlor of Budhia Business Trust is Vishal Sanwarprasad Budhia.
(e) Objects, functions and reasons for formation of the trust
The objects and purpose of Budhia Business Trust include the following:
i. To meet any financial or non-financial needs/ purpose of existing Beneficiaries of the Trust
including health, education, maintenance, Capital and support, including, but not limited to
payment of insurance premium, marriage, Capital and maintenance
ii. To ensure seamless and effective succession planning mechanism and intergenerational
transfer of the Trust Corpus and income among the beneficiaries who are family members of
the Settlor
iii. To provide for consolidation of assets for efficient administration and management
Change in control of Budhia Business Trust
There has been no change in the control of Budhia Business Trust since incorporation of the trust.
Our Company confirms that the permanent account number and bank account number(s) of Budhia Business Trust
shall be submitted to the Stock Exchanges at the time of filing of this Updated Draft Red Herring Prospectus-I.
C. VB Business Trust
(a) Trust information
Our Promoter, VB Business Trust, was settled as an irrevocable and private trust in accordance
with the provisions of the Indian Trusts Act, 1882, pursuant to a deed of trust dated August 8,
2023 between Vishal Sanwarprasad Budhia (as settlor and trustee) and Ritu Budhia (as trustee).
Its PAN is AAETV0976C. The office of VB Business Trust is situated at 98, Subhash Nagar,
Opp. Rutam Hospital, Ghod Dod Road, Sunvali, Surat, Nanpura, 395 001, Gujarat, India.
(b) Trustees
The trustees of VB Business Trust, as on the date of this Updated Draft Red Herring Prospectus-
I, consist of: (A) Vishal Sanwarprasad Budhia and (B) Ritu Budhia. .
(c) Beneficiaries
The beneficiaries of VB Business Trust are: (A) Ritu Budhia, (B) Khushi Budhia, and (C) Zheel
Budhia. Further, the lineal descendants of Khushi Budhia, and Zheel Budhia are the contingent
beneficiaries.
(d) Settlor
The settlor of VB Business Trust is Vishal Sanwarprasad Budhia.
(e) Objects, functions and reasons for formation of the trust
The objects and purpose of VB Business Trust include the following:
i. To meet any financial or non-financial needs/ purpose of existing Beneficiaries of the Trust
including health, education, maintenance, Capital and support, including, but not limited to
payment of insurance premium, marriage, Capital and maintenance
367ii. To ensure seamless and effective succession planning mechanism and intergenerational
transfer of the Trust Corpus and income among the beneficiaries who are family members of
the Settlor
iii. To provide for consolidation of assets for efficient administration and management
Change in control of VB Business Trust
There has been no change in the control of VB Business Trust since incorporation of the trust.
Our Company confirms that the permanent account number and bank account number(s) of VB Business Trust
shall be submitted to the Stock Exchanges at the time of filing of this Updated Draft Red Herring Prospectus-I.
Changes in management and control of our Company
There has not been any effective change in the management and control of our Company in the five years
immediately preceding the date of this Updated Draft Red Herring Prospectus-I.
Interest of our Promoters
Our Promoters are interested in our Company to the extent: (1) that they have promoted our Company; (2) of their
shareholding, the shareholding of our Individual Promoter’s relatives and entities in which the Promoters are
interested, which hold Equity Shares in our Company and the dividend payable upon such shareholding, if any,
and other distributions in respect of the Equity Shares held by him, his relatives or such entities, if any; (3) of the
Individual Promoters being the Managing Director and Key Managerial Personnel of our Company, and the sitting
fees /remuneration, benefits and reimbursement of expenses, as per the terms of his employment agreement, as
applicable, payable by our Company to him; and (4) that our Company has undertaken transactions with our
Promoters, or Individual Promoter relatives or entities in which our Promoters hold shares or has an interest, if
applicable. For further details, see “Capital Structure”, “Our Management”, and “Offer Document Summary –
Summary of Related Party Transactions” on pages 110, 346 and 27, respectively.
Further, Vishal Sanwarprasad Budhia is also a director on the boards of directors, or is a shareholder, member or
partner of certain entities forming part of the Promoter Group and Group Companies, and may be deemed to be
interested to the extent of the payments made by our Company, if any, to such entities forming part of the Promoter
Group and Group Companies. For the payments that are made by our Company to certain entities forming part of
the Promoter Group and Group Companies, see “Offer Document Summary – Summary of Related Party
Transactions” on page 27.
Except as disclosed in “Offer Document Summary – Summary of Related Party Transactions” on page 27, our
Promoters are not interested in any transaction in acquisition of land, construction of building or supply of
machinery.
Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be
paid to our Promoters or to such firm or company in cash or shares or otherwise by any person either to induce
our Promoters to become, or qualify our Individual Promoters as a director, or otherwise for services rendered by
our Promoters or by such firm or company in connection with the promotion or formation of our Company.
Our Promoters do not have any interest, whether direct or indirect, in any property acquired by our Company
within the preceding three years from the date of this Updated Draft Red Herring Prospectus-I or proposed to be
acquired by it as on the date of this Updated Draft Red Herring Prospectus-I.
Except as stated in “Offer Document Summary – Summary of Related Party Transactions” on page 27, there has
been no payment of any amount or benefit given to our Promoters or Promoter Group during the two years
preceding the date of filing of this Updated Draft Red Herring Prospectus-I nor is there any intention to pay any
amount or give any benefit to our Promoters or Promoter Group as on the date of filing of this Updated Draft Red
Herring Prospectus-I.
Companies or firms with which our Promoters have disassociated in the last three years
368Except as disclosed below, our Promoters have not disassociated from any company or firm during the three years
preceding the date of filing of this Updated Draft Red Herring Prospectus-I.
Vishal Sanwarprasad Budhia has dissociated from Brickrest Infrasol Private Limited (formerly known as
Steamhouse Private Limited) on November 15, 2022, due to his inability to devote time to the affairs of the
company. Further, Ritu Budhia dissociated from Brickrest Infrasol Private Limited (formerly known as
Steamhouse Private Limited) on March 3, 2025, due to her preoccupation with other activities. Moreover, Green
Energy, a proprietorship of Ritu Budhia, was dissolved with effect from December 17, 2024.
Confirmations
Our Promoters have not been declared as a Wilful Defaulter or Fraudulent Borrower.
Our Promoters and the members of our Promoter Group have not been prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
Our Promoters are not and have never been a promoter, director or person in control of any other company which
is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any
other regulatory or governmental authority.
Our Promoters are not involved in any venture that is in the same line of activities or business as that of our
Company.
Material guarantees
Our Individual Promoter is interested to the extent of personal guarantees given, against loans availed by our
Company. For further information, please see “History and Certain Corporate Matters - Guarantees provided to
third parties by our Promoter Selling Shareholder” and “Financial Indebtedness” on pages 342 and 537,
respectively.
Promoter Group
Persons constituting the Promoter Group (other than our Promoters) of our Company in terms of Regulation 2(1)
(pp) of the SEBI ICDR Regulations 2018 are set out below:
Natural persons forming part of our Promoter Group (other than our Promoters):
Sr. No. Name of the individuals
Vishal Sanwarprasad Budhia
1. Ritu Budhia (Spouse)
2. Khushi Budhia (Daughter)
3. Zheel Budhia (Daughter)
4. Sanwarprasad Ramkumar Budhia (Father)
5. Pushpadevi Sanwarprasad Budhia (Mother)
6. Budhia Kumaresh Sanwarprasad (Brother)
7. Kamal Yogesh Agarawal (Sister)
8. Sanghai Basudev Rameshwarlal (Father of spouse)
9. Pushpadevi Sanghai (Mother of spouse)
10. Ritesh Basudev Sanghai (Brother of spouse)
11. Sangeeta Gaurav Parasrampuria (Sister of spouse)
12. Ambika Agarwal (Sister of spouse)*
Ritu Budhia
13. Vishal Sanwarprasad Budhia (Spouse)
14. Khushi Budhia (Daughter)
15. Zheel Budhia (Daughter)
16. Sanghai Basudev Kumar (Father)
17. Pushpadevi Sanghai (Mother)
18. Ritesh Basudev Sanghai (Brother)
19. Sangeeta Gaurav Parasrampuria (Sister)
20. Ambika Agarwal*(Sister)
21. Sanwarprasad Ramkumar Budhia (Father of spouse)
369Sr. No. Name of the individuals
22. Pushpadevi Sanwarprasad Budhia (Mother of spouse)
23. Budhia Kumaresh Sanwarprasad (Brother of spouse)
24. Kamal Yogesh Agarawal (Sister of spouse)
* Please note that Ambika Agarwal, one of our Promoter Group members has not provided any information with respect to herself or her
Connected Entities, which includes Unimax Logistics LLP. The information and confirmations included in relation to Ambika Agarwal and
her Connected Entities, as required under the SEBI ICDR Regulations is only to the extent of the information available and accessible to our
Company from the publicly available information published on: (i) the Ministry of Corporate Affairs’ website; (ii) the “Credit Information
Bureau (India) Limited” website; (iii) the “Watchout Investors” website; (iv) Fugitive Economic Offenders; (v) NCLT website; (vi) SEBI
website and the (vii) website of Income Tax Tribunal. Our Company had filed an application dated August 8, 2025, with SEBI seeking an
exemption under Regulation 300(1)(c) of the SEBI ICDR Regulations from including information and confirmations relating to Ambika
Agarwal and her connected entities in this UDRHP-1, UDRHP-II, RHP and Prospectus, solely based on the public search. SEBI has, vide its
letter dated October 6, 2025 bearing reference number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/25967/1 rejected our application and has not
granted us the exemption sought therein. For details, see “Risk Factors - Ambika Agarwal, a relative of our Promoter, is deemed to be a part
of our Promoter Group. Our Company has approached Ambika Agarwal for certain details and confirmations, including details of entities
forming part of Ambika Agarwal’s extended Promoter Group in terms of the SEBI ICDR Regulations (“Connected Entities”). We cannot
assure you that complete disclosures relating to Ambika Agarwal and her Connected Entities are included in this Updated Draft Red Herring
Prospectus-I, , as we have sourced this information from publicly available sources” on page 53..
Entities forming part of our Promoter Group (other than our Promoter Trusts):
Sr. No. Name of the entities
1. RAVV Ventures LLP
2. Sanjoo Dyeing and Printing Mills Private Limited
3. Sanjoo Filaments Private Limited
4. Sanjoo Prints Private Limited
5. Steamhouse Care Foundation
6. Steam House Enviro Private Limited
7. Vishal Sanwarprasad Budhia HUF
8. Kumaresh Sanwarprasad Budhia HUF
9. Shree Ambika Textile
10. Unimax Logistics LLP*
11. Sanwarprasad Ramkumar Budhia HUF
12. Steamhouse Welfare Foundation
13. Sanjoo Dyeing INC
14. Sanjoo Sarees Private Limited
15. Sanjoo Estate Developers Private Limited
16. Kiara Denims Private Limited
17. Kiara Mills Private Limited
18. Steamhouse Green Private Limited
19 Kiara Trendz Private Limited
*Please note that Ambika Agarwal, a relative of our Promoter, is deemed to be a part of our Promoter Group. Our Company has approached
Ambika Agarwal for certain details and confirmations with respect to herself or her Connected Entities, which includes Unimax Logistics
LLP, as required under the SEBI ICDR Regulations. We cannot assure you that complete disclosures relating to Ambika Agarwal and
Connected Entities are included in this Updated Draft Red Herring Prospectus-I, as we have sourced this information from publicly available
sources.
Other Confirmations
There is no conflict of interest between the lessors of immovable properties of our Company and/or our Subsidiary
(which are crucial for operations of our Company) and our Promoters and members of our Promoter Group.
There is no conflict of interest between the suppliers of raw materials or any third-party service providers of our
Company (which are crucial for operations of our Company), and our Promoters and members of our Promoter
Group.
370DIVIDEND POLICY
The Board of Directors at its meeting held on June 17, 2025, has adopted a Dividend Distribution Policy (“the
Policy”). The declaration and payment of dividends, if any, will be recommended by the Board of Directors and
approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association and other
applicable law, including the Companies Act, 2013, read with the rules notified thereunder, each as amended.
The quantum of dividend to be distributed, if any, and our ability to pay dividends will depend on a number of
factors, including, but not limited to, our Company’s profits, past dividend trends, capital requirements, financial
commitments and financial requirements including business expansion plans, applicable legal restrictions and
other factors considered relevant by our Board. Our Company may also, from time to time, pay interim dividends.
We may retain all our future earnings, if any, for use in the operations and expansion of our business.
Our Company has not declared any dividend on the Equity Shares of our Company in Fiscals 2023, 2024, 2025
and for the six months period ended September 30, 2025, and the period from October 1, 2025, until the date of
this Updated Draft Red Herring Prospectus-I.
371SECTION V – FINANCIAL STATEMENTS
RESTATED FINANCIAL INFORMATION
Independent Auditors' Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at
September 30, 2025 and March 31, 2025, and the Restated Consolidated Statement of Profit and Loss (including
Other Comprehensive Income/(Loss)), Restated Consolidated Statement of Changes in Equity, and Restated
Consolidated Statement of Cash Flows for the six months period ended September 30, 2025 and for the year ended
March 31, 2025, and Summary of Material Accounting Policies and other explanatory information; the Restated
Standalone Statement of Assets and Liabilities as at March 31, 2024 and March 31, 2023, and the Restated
Standalone Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Standalone
Statement of Changes in Equity, and Restated Standalone Statement of Cash Flows for the years ended March 31,
2024 and March 31, 2023, and Summary of Material Accounting Policies and other explanatory information of
Steamhouse India Limited (the "Restated Financial Information").
To the Board of Directors
Steamhouse India Limited,
Office No. 324
Second Floor
Four Point, V.I.P. Road
Vesu, Surat 395 007
Gujarat, India
Dear Sirs / Madam,
1. We, Natvarlal Vepari & Co, Chartered Accountants (“we” or “us”) have examined the attached Restated
Financial Information of Steamhouse India Limited (the “Company”) and its subsidiary (the Company
together with its subsidiary hereinafter referred to as “the Group”), comprising the Restated Consolidated
Statement of Assets and Liabilities as at September 30, 2025 and March 31, 2025, and the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated
Consolidated Statement of Changes in Equity, and Restated Consolidated Statement of Cash Flows for the
six months period ended September 30, 2025 and for the year ended March 31, 2025, and Summary of
Material Accounting Policies and other explanatory information; the Restated Standalone Statement of Assets
and Liabilities as at March 31, 2024 and March 31, 2023, and the Restated Standalone Statement of Profit
and Loss (including Other Comprehensive Income/(Loss)), Restated Standalone Statement of Changes in
Equity, and Restated Standalone Statement of Cash Flows for the years ended March 31, 2024 and March 31,
2023, and Summary of Material Accounting Policies and other explanatory information (collectively, the
“Restated Financial Information”), as approved by the Board of Directors of the Company at their meeting
held on December 1, 2025 for the purpose of inclusion in the Updated Draft Red Herring Prospectus – I
(“UDRHP-I”), Updated Draft Red Herring Prospectus – II (“UDRHP-II”), Red Herring Prospectus (“RHP”)
and Prospectus (collectively, the “Offer Documents”) prepared by the Company in connection with its
proposed Initial Public Offer of equity shares (the “IPO”) prepared in terms of the requirements of:
a) The sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
Management's Responsibility for the Restated Financial Information
2. The Company’s management & Board of Directors are responsible for the preparation of the Restated
Financial Information for the purpose of inclusion in the Offer Documents to be filed with Securities and
Exchange Board of India (the SEBI”), Registrar of Companies, Gujarat at Ahmedabad (“ROC”), National
Stock Exchange of India Limited and BSE Limited (collectively, the “Stock Exchanges”) in connection with
the proposed IPO. The Restated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in Note 1 (1) to the Restated Financial Information. The Board
of Directors of the Company responsibility includes designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of the Restated Financial Information. The Board
372of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR
Regulations and the Guidance Note.
Auditor’s Responsibilities
3. We have examined such Restated Financial Information taking into consideration:
a) the terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 19th December 2024 as amended vide addendum to the engagement letter
dated 24th September, 2025 in connection with the proposed IPO of equity shares of the Company;
b) the Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
c) the concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information; and
d) the requirements of Section 26 (1) of the Act and SEBI 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.
Restated Financial Information
4. These Restated Financial Information have been compiled by the management from:
a) the audited special purpose consolidated interim Ind AS financial statements of the Group as at and
for the six months period ended September 30, 2025 prepared in accordance with Indian Accounting
Standard (Ind AS) 34 “Interim Financial Reporting” prescribed under section 133 of the Act except
for presentation and disclosure requirements relevant for the comparative period has not been provided
(the “Special Purpose Consolidated Interim Ind AS Financial Statements”), which have been
approved by the Board of Directors at their meeting held on December 1, 2025.
b) the audited consolidated financial statements of the Group as at and for the years ended March 31,
2025 and the audited standalone financial statements of the Company as at and for the years ended
March 31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards
(referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian
Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted
in India, which have been approved by the Board of Directors at their meeting held on September 23,
2025, June 19, 2024 and June 9, 2023 respectively.
5. For the purpose of our examination, we have relied on
a) Auditor’s report issued by us on the Special Purpose Consolidated Interim Ind AS Financial
Statements of the Company as at and for the six months period ended September 30, 2025 as referred
in Paragraph 4 (a) above, on which we issued an unmodified opinion vide our report dated December
1, 2025;
b) Auditors’ report issued by us on the consolidated financial statements of the Group as at and for the
year ended March 31, 2025 on which we issued an unmodified opinion vide our report dated
September 23, 2025, as referred in Paragraph 4 (b) above; and
c) Auditors’ report issued by us the standalone financials statements of the Company as at and for the
year ended March 31, 2024 and March 31, 2023 on which we issued an unmodified opinion vide our
report dated June 19, 2024 and June 9, 2023 respectively, as referred in Paragraph 4 (b) above.
6. Based on our examination and according to the information and explanations given to us, we report that the
Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025,
March 31, 2024, and March 31, 2023 to reflect the same accounting treatment as per the accounting
policies and grouping/classifications followed as at and for the period ended September 30, 2025;
b) does not contain any qualifications requiring adjustments; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
3737. Emphasis of Matter
The auditor’s report issued by us dated December 1, 2025 on the Special Purpose Consolidated Interim
Ind AS Financial Statements of the Company as at and for the period ended September 30, 2025 included
the following Emphasis of Matter paragraph, which has been reproduced below.
We draw attention to Note 1 (1) of Special Purpose Consolidated Interim Ind AS Financial Statements
which describes the purpose and basis of preparation of Special Purpose Consolidated Interim Ind AS
Financial Statements and non-inclusion of comparative amounts for six month period ended September
30, 2024 and accounting ratio for the six months period ended September 30, 2024. These Special
Purpose Consolidated Interim Ind AS Financial Statements are prepared by the management and
approved by the Board of Directors of the Company solely for the purpose of preparation of Restated
Financial Information of the Company to be included in Updated Draft Red Herring Prospectus – I
(“UDRHP-I”), Updated Draft Red Herring Prospectus - II (“UDRHP-II”), Red Herring Prospectus
(“RHP”) and Prospectus (collectively referred to as "Offer Documents") in connection with its proposed
initial public offering of equity shares of the Company as required by Sub section (1) of Section 26 of
Part I of Chapter Ill of the Act, Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended from time to time ("SEBI ICDR Regulations") and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) ("the Guidance Note") Issued by
the ICAI. As a result, the Special Purpose Consolidated Interim Ind AS Financial Statements may not be
suitable for any other purpose. Our report is addressed to the Board of Directors of the Company solely
for the purpose as specified above and should not be distributed to or used by other parties. 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. Our
Opinion is not modified in respect of the above matters.
8. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports
issued by us nor should this report be construed as a new opinion on any of the financial statements referred
to herein.
9. We have not audited any consolidated financial statements of the Group as of any date or for any period
subsequent to September 30, 2025. Accordingly, we express no opinion on the consolidated financial
position, consolidated results of operations, consolidated cash flows and consolidated changes in equity of
the Group as at any date or for any period subsequent to September 30, 2025.
10. Our responsibility does not extend to reviewing events occurring after the date of the report, and we have not
performed any procedures related to subsequent events.
11. Our report is intended solely for use of the Board of Directors for inclusion in the offer Document to be filed
with Securities and Exchange Board of India, the Stock Exchanges and such other relevant authorities in
connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other
purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or
any duty of care for any other purpose or to any other person to whom this report is shown or into whose
hands it may come without our prior consent in writing.
For Natvarlal Vepari & Co.
Chartered Accountants
FRN:123626W
Place: Surat
Date : December 1, 2025
Urvesh B. Jhaveri
(Partner)
Membership No. 115773
UDIN: 25115773BMIWRG2884
374STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF ASSETS AND LIABILITIES
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
As at September 30, As at March 31, As at March 31, As at March 31,
Particulars Note No.
2025 2025 2024 2023
I. ASSETS
Non‐Current Assets
Property, Plant and Equipment 2 2 ,498.04 2,137.19 1,715.30 1,127.06
Rights‐of‐Use Assets 3(A) 801.91 733.52 370.75 247.51
Capital Work‐in‐Progress 4 1,247.22 1,154.99 644.15 436.15
Intangible Assets 5 5.94 5.80 5.26 2.63
Financial Assets
Investments 6 ‐ ‐ 0.10 0.10
Other Financial Assets 7 118.08 117.92 61.41 75.68
Other Non‐Current Assets 8 176.85 136.98 231.00 94.65
Total Non‐Current Assets 4,848.04 4,286.40 3,027.97 1,983.79
Current assets
Inventories 9 309.16 461.02 462.27 83.18
Financial Assets
Trade Receivables 10 414.88 302.47 230.24 191.95
Cash & Cash Equivalents 11 9.10 21.77 12.63 12.90
Other Bank Balance 12 66.45 55.01 184.86 14.09
Loans 13 2.10 2.00 ‐ 0.02
Other Financial Assets 14 17.27 17.27 17.02 1.40
Other Current Assets 15 276.76 290.73 288.08 183.52
Total Current Assets 1,095.73 1,150.28 1,195.10 487.05
TOTAL ASSETS 5,943.77 5,436.68 4,223.06 2,470.84
II. Equity and Liabilities
Equity
Equity Share Capital 16 451.95 451.95 451.95 150.00
Other Equity 17 1,015.67 872.49 583.49 418.42
Total Equity 1,467.62 1,324.45 1,035.45 568.42
Non‐Current Liabilities
Financial Liabilities
ROU Liability 18 0.06 0.06 0.75 1.74
Borrowings 19 830.95 988.87 980.34 397.56
Lease Liability 3(B) 455.98 408.15 221.05 181.72
Other financial liabilities 20 9 9.43 79.07 79.20 44.63
Deferred Tax Liabilities (Net) 21 157.43 134.42 120.65 58.52
Total Non‐Current Liabilities 1,543.86 1,610.58 1,401.99 684.17
Current Liabilities
Financial Liabilities
Borrowings 22 1,335.02 1,240.60 1,046.72 661.85
Lease Liability 3(B) 88.04 77.22 49.22 16.12
Trade Payables: 23
Due to Micro and Small Enterprises 28.57 29.38 15.49 5.93
Due to other than Micro and Small
Enterprises 1,043.44 750.98 349.32 211.22
Other Financial Liabilities 24 35.86 34.13 80.98 77.21
Provisions 25 15.76 16.26 13.88 14.61
375STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF ASSETS AND LIABILITIES
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
As at September 30, As at March 31, As at March 31, As at March 31,
Particulars Note No.
2025 2025 2024 2023
Other Current Liabilities 26 311.31 292.92 141.63 133.58
Current Tax Liabilities (Net) 27 74.29 60.17 88.37 97.73
Total Current Liabilities 2,932.29 2,501.66 1,785.63 1,218.25
Total Liabilities 4,476.14 4,112.23 3,187.62 1,902.42
TOTAL EQUITY AND LIABILITIES 5,943.77 5,436.68 4,223.06 2,470.84
The above Statement should be read with the Note 1 on "Summary of Material Accounting Policies and other explanatory notes to Restated
Financial Information", and Notes to Restated Financial Information.
For Natvarlal Vepari & Co For and on behalf of the Board of Directors of
Chartered Accountants. For Steamhouse India Limited
Firm Reg. No. 123626W
Vishal Sanwarprasad Budhia Lalankumar Dayanand Yadav
Chairman and Managing Director Director
Urvesh B. Jhaveri DIN: 00017705 DIN: 07893781
Partner
Mem. No.: 115773
Date : 01‐12‐2025 Ramprakash Bhavdutt Sharma Shyam Bhadresh Kapadia
Place: Surat Director Company Secretary
DIN: 00048703 FCS ‐ 13082
Vaibhav Gattani
Chief Financial Officer
Date : 01‐12‐2025
Place: Surat
376STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF PROFIT AND LOSS
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars Note No.
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations 29 2,384.17 3,951.06 2,917.10 3,155.39
Other Income 30 13.16 34.23 14.46 10.97
Total Income 2,397.33 3,985.29 2,931.55 3,166.36
Cost of Materials Consumed 31 9 66.64 1,528.08 1,774.61 1,848.35
Purchase of Stock in Trade 32 911.80 1,321.70 21.62 424.98
Changes in Inventories of Finished Goods, Work‐in‐Progress and Stock‐in‐Trade 33 (82.82) (11.40) ‐ ‐
Employee Benefits Expense 34 71.66 97.84 78.99 60.39
Finance Costs 35 1 10.43 221.80 186.78 93.25
Depreciation, Amortization and Impairment Expense 36 70.38 115.94 78.70 55.16
Other Expenses 37 181.30 321.68 357.82 242.25
Total Expenses 2,229.39 3,595.63 2,498.52 2,724.37
Restated profit before exceptional items and tax 167.94 389.65 433.04 441.99
Exceptional items ‐ ‐ ‐ ‐
Restated profit Before Tax 167.94 389.65 433.04 441.99
Tax Expenses
Current tax 27 14.12 60.17 88.37 97.73
Deferred tax 21 22.97 13.75 62.19 12.05
Short/ Excess Provision of Tax Expenses of earlier period/ year ‐ 4.12 10.61 (1.78)
Restated profit after tax for the period/ year 130.85 311.61 271.86 333.99
Restated Other Comprehensive Income
A Items that will not be reclassified to Profit or Loss :
Gain/(loss) on remeasurements of the defined benefits plan 0.16 0.07 (0.25) (1.06)
Income tax (expenses)/income on remeasurements of the
defined benefits plan (0.04) (0.02) 0.06 0.37
B Items that may be reclassified to Profit or Loss :
Effective portion of gain/(loss) on hedging instruments in a
cash flow hedge ‐ ‐ ‐ ‐
Income tax (expenses)/income on effective portion of
gain/(loss) on hedging instruments in a cash flow hedge ‐ ‐ ‐ ‐
Restated Other Comprehensive Income for the period/ year (Net of Tax) 0.12 0.05 (0.19) (0.69)
Total Restated Comprehensive Income for the period/ year 130.97 311.66 271.67 333.30
Restated Profit for the year attributable to:
‐Owner of the holding company 130.85 311.61 ‐ ‐
‐Non controlling interest ‐ ‐ ‐ ‐
130.85 311.61 ‐ ‐
Restated Other comprehensive income (OCI) for the period/ year attributable
to:
‐Owner of the holding company 0.12 0.05 ‐ ‐
‐Non controlling interest ‐ ‐ ‐ ‐
0.12 0.05 ‐ ‐
377STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF PROFIT AND LOSS
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars Note No.
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Total restated comprehensive income for the period/ year attributable to:
‐Owner of the holding company 130.97 311.66 ‐ ‐
‐Non controlling interest ‐ ‐ ‐ ‐
130.97 311.66 ‐ ‐
Restated Earnings per Equity share (Nominal valur per share: Rs.2) 38
Basic Earnings per Equity Share (Rs.) 0.58* 1.38 1.21 1.48
Diluted Earnings per Equity Share (Rs.) 0.58* 1.38 1.21 1.48
*Not annualised
The above Statement should be read with the Note 1 on "Summary of Material Accounting Policies and other explanatory notes to Restated Financial Information", and Notes to Restated
Financial Information.
For Natvarlal Vepari & Co For and on behalf of the Board of Directors of
Chartered Accountants. For Steamhouse India Limited
Firm Reg. No. 123626W
Vishal Sanwarprasad Budhia Lalankumar Dayanand Yadav
Chairman and Managing Director Director
Partner. DIN: 00017705 DIN: 07893781
Urvesh B. Jhaveri
Mem. No.: 115773
Date : 01‐12‐2025 Ramprakash Bhavdutt Sharma Shyam Bhadresh Kapadia
Place: Surat Director Company Secretary
DIN: 00048703 FCS ‐ 13082
Vaibhav Gattani
Chief Financial Officer
Date : 01‐12‐2025
Place: Surat
378STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF CHANGES IN EQUITY
(All amounts are stated in INR in Millions unless otherwise stated)
A. Equity Share Capital
INR
Balance as at April 1,2022 30.00
Changes in Equity Share Capital during the year 120.00
Balance as at March 31, 2023 150.00
Balance as at April 1,2023 150.00
Changes in Equity Share Capital during the year 301.95
Balance as at March 31, 2024 451.95
Balance as at April 1,2024 451.95
Changes in Equity Share Capital during the year ‐
Balance as at March 31, 2025 451.95
Balance as at April 1,2025 451.95
Changes in Equity Share Capital during the year ‐
Balance as at September 30, 2025 451.95
B. Other Equity
Reserves and Surplus Other Comprehensive income
Particulars Share based Remeasurement of Net Defined Total Equity
Retained Earnings Securities Premium
payment reserve benefit Asset/ Liability
Balance as at April 1,2022 205.12 ‐ ‐ ‐ 205.12
Profit after tax 333.99 ‐ ‐ ‐ 333.99
Bonus Issue (120.00) ‐ ‐ ‐ (120.00)
Other Comprehensive Income for the Year ‐ ‐ ‐ (0.69) (0.69)
Balance as at March 31, 2023 419.11 ‐ ‐ (0.69) 418.42
Balance as at April 1, 2023 419.11 ‐ ‐ (0.69) 418.42
Profit after tax 271.86 ‐ ‐ ‐ 271.86
Bonus Issue (300.00) ‐ ‐ ‐ (300.00)
Other Comprehensive Income for the Year ‐ ‐ ‐ (0.19) (0.19)
Securities Premium ‐ 193.40 ‐ ‐ 193.40
Balance as at March 31, 2024 390.97 193.40 ‐ (0.87) 583.49
Balance as at April 1, 2024 390.97 193.40 ‐ (0.87) 583.49
Profit after tax 311.61 ‐ ‐ ‐ 311.61
Bonus Issue ‐ ‐ ‐ ‐ ‐
Addition due to consolidation (0.02) ‐ ‐ ‐ (0.02)
Other Comprehensive Income for the Period ‐ ‐ ‐ 0.05 0.05
Recognition of share based payment ‐ ‐ 4.96 ‐ 4.96
Debenture redemption ‐ (27.60) ‐ ‐ (27.60)
Balance as at March 31, 2025 702.56 165.80 4.96 (0.82) 872.49
Balance as at April 1, 2025 702.56 165.80 4.96 (0.82) 872.49
Profit after tax 130.85 ‐ ‐ ‐ 130.85
Bonus Issue ‐ ‐ ‐ ‐ ‐
Other Comprehensive Income for the Period ‐ ‐ ‐ 0.12 0.12
Recognition of share based payment ‐ ‐ 12.21 ‐ 12.21
Debenture redemption ‐ ‐ ‐ ‐
Balance as at September 30, 2025 833.40 165.80 17.17 (0.70) 1,015.67
The above Statement should be read with the Note 1 on "Summary of Material Accounting Policies and other explanatory notes to Restated Financial Information", and Notes to
Restated Financial Information.
As per our report of even date For and on behalf of the Board of Directors of
For Natvarlal Vepari & Co For Steamhouse India Limited
Chartered Accountants.
Firm Reg. No. 123626W
Vishal Sanwarprasad Budhia Lalankumar Dayanand Yadav
Chairman and Managing Director Director
DIN: 00017705 DIN: 07893781
Partner.
Urvesh B. Jhaveri
Mem. No.: 115773 Ramprakash Bhavdutt Sharma Shyam Bhadresh Kapadia
Date : 01‐12‐2025 Director Company Secretary
Place: Surat DIN: 00048703 FCS ‐ 13082
Vaibhav Gattani
Chief Financial Officer
Date : 01‐12‐2025
Place: Surat
379STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF CASH FLOWS
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
PARTICULARS
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
A. Cash flow from operating activities:
Restated Net profit/(loss) after extraordinary items & before tax 167.94 389.65 433.04 441.99
Adjustments for:
Financial charges other than interest on lease liability 89.75 184.40 159.99 73.66
Depreciation & amortization other than impairment losses 70.38 107.78 78.70 55.16
Impairment losses ‐ 8.16 ‐ ‐
Share based payment expense 12.21 4.96 ‐ ‐
Change in reserves ‐ (0.02) ‐ ‐
Provision for Expected Credit Losses ‐ 4.71 0.04 0.51
Profit on sale of fixed assets ‐ (14.71) ‐
Interest on lease liability 20.68 37.39 26.80 14.01
Bad Debts ‐ 0.06 10.87 ‐
Balances written off ‐ 0.09 3.44 1.95
Balances written back ‐ (0.58) (1.26) ‐
Operating profit before working capital changes 360.96 721.91 711.61 587.27
Adjustments for:
(Increase)/Decrease in inventories 151.86 1.25 (379.09) (56.06)
(Increase)/Decrease in Trade And Other Receivables (112.41) (77.09) (52.65) (22.47)
(Increase)/Decrease in Loans And Advances (0.10) (2.00) 0.02 0.01
Increase/(Decrease) in Trade Payables & Other Liabilities 291.65 416.12 148.92 (75.24)
(Increase)/Decrease in Other Current Assets 13.97 (2.91) (120.18) (14.50)
Increase/(Decrease) in Other Current Liabilities 20.27 104.50 11.58 63.91
Increase/(Decrease) in Provisions (0.50) (90.12) (109.06) (17.86)
(Increase)/Decrease in ROU Liabilities ‐ (0.69) (0.99) (1.17)
Net cash generated from / (utilized in) operations 725.71 1,070.98 210.16 463.90
B. Cash flow from investing activities:
Acquisition of Property, Plant & Equipments, Capital Work ‐ In ‐ Progress
and Intagible Assets (493.67) (1,055.36) (850.52) (722.92)
Acquisition of Right of use Assets (98.33) (399.77) (151.47) (96.81)
Proceeds from sale of fixed assets ‐ 57.85 1.20 ‐
Acquisition of Investment ‐ 0.10 (0.00) (0.10)
Movement in Bank Fixed Deposits (>12 Months) 15.36 (35.65) 31.51 (34.41)
Movement in Bank Fixed Deposits (<12 Months) (11.44) 129.85 (170.77) 2.32
(Increase)/Decrease in Deposits Given (15.52) (20.85) (17.24) (19.29)
Increase/(Decrease) in Deposits Accepted 20.36 (0.12) 34.56 59.43
(Increase)/Decrease in Other Non Current Assets (39.87) 94.02 (136.35) (84.51)
Net cash generated from / (utilized in) investing activities (623.11) (1,229.94) (1,259.08) (896.28)
C. Cash flow from financing activities:
Proceeds from issuance of equity share capital ‐ ‐ 195.35 ‐
Financial charges other than interest on lease liability (89.75) (184.41) (159.99) (73.66)
Interest on lease liability (20.68) (37.39) (26.80) (14.01)
Net Proceeds/(Payments) of lease liabilities 58.65 215.10 72.43 23.26
Debenture Redemption premium ‐ (27.60) ‐ ‐
(Repayments)/Proceeds from non‐current borrowings (157.92) 8.53 582.78 270.09
(Repayments)/Proceeds from other borrowings (net) 269.99 149.24 373.44 161.98
Net cash generated from financing activities 60.29 123.47 1,037.23 367.67
Net (decrease)/increase in cash and cash equivalents 162.89 (35.49) (11.70) (64.71)
Cash and cash equivalents at beginning of the Period/Year (199.00) (163.51) (151.81) (87.11)
Cash and cash equivalents at closing of the Period/Year (36.11) (199.00) (163.51) (151.81)
380STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
RESTATED STATEMENT OF CASH FLOWS
(All amounts are stated in INR in Millions unless otherwise stated)
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
PARTICULARS
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cash and cash equivalents comprise of:
Cash on Hand 0.33 0.25 0.04 1.93
Bank Overdraft and other short term facilities (45.21) (220.78) (176.14) (164.71)
Balance with Scheduled Banks in Current accounts 8.77 21.52 12.59 10.97
(36.11) (199.00) (163.51) (151.81)
The above Statement should be read with the Note 1 on "Summary of Material Accounting Policies and other explanatory notes to Restated Financial Information",
and Notes to Restated Financial Information.
For Natvarlal Vepari & Co For and on behalf of the Board of Directors of
Chartered Accountants. For Steamhouse India Limited
Firm Reg. No. 123626W
Vishal Sanwarprasad Budhia Lalankumar Dayanand Yadav
Chairman and Managing Director Director
Partner. DIN: 00017705 DIN: 07893781
Urvesh B. Jhaveri
Mem. No.: 115773
Date : 01‐12‐2025 Ramprakash Bhavdutt Sharma Shyam Bhadresh Kapadia
Place: Surat Director Company Secretary
DIN: 00048703 FCS ‐ 13082
Vaibhav Gattani
Chief Financial Officer
Date : 01‐12‐2025
Place: Surat
381STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Company Overview
Steamhouse India Limited (“the Holding Company" or “the Company”) is an unlisted Public
Company incorporated in 2015 and having its registered office in Surat, Gujarat, India. The
Company provides industrial consumable steam through a network of pipelines, eliminating
the need for individual boilers in industries. The Company employs advanced technology for
monitoring steam quality, pressure, and temperature to ensure optimal performance.
The Company has one wholly-owned subsidiary, “Steamhouse Welfare Foundation,” (“the
WOS”) as of September 30, 2025, registered under Section 8 of the Companies Act, 2013, with
charitable objectives.
These Restated Financial Information comprise the Holding Company and its subsidiary
(referred to collectively as the ‘Group’).
Restated Financial Information have been prepared and presented in Indian Rupees, unless
otherwise stated and rounded off up to two decimals to rupees in millions.
The Restated Financial Information for the period ended September 30, 2025 and the years
ended March 31, 2025, March 31, 2024, and 31 March 2023 were authorized by the Board of
Directors on December 1, 2025.
Summary of Material Accounting Policies
1. Basis of preparation and presentation of Restated Financial Information –
The Restated Financial Information of the Group comprise the Restated Consolidated
Statement of Assets and Liabilities as at September 30, 2025 and March 31, 2025, and the
Restated Consolidated Statement of Profit and Loss (including Other Comprehensive
Income/(Loss)), Restated Consolidated Statement of Changes in Equity, and Restated
Summary Statement of Cash Flows for the six months period ended September 30, 2025
and for the year ended March 31, 2025, and Summary Statement of Material Accounting
Policies and other explanatory information; the Restated Standalone Statement of Assets
382STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
and Liabilities as at March 31, 2024 and March 31, 2023 (“Restated Consolidated Financial
Information”), and the Restated Standalone Summary Statement of Profit and Loss
(including Other Comprehensive Income/(Loss)), Restated Standalone Statement of
Changes in Equity, and Restated Standalone Statement of Cash Flows for the years ended
March 31, 2024 and March 31, 2023, and Summary of Material Accounting Policies and
other explanatory information (“Restated Standalone Financial Information) (collectively,
the ‘Restated Financial Information’) has been prepared in accordance with the Indian
Accounting Standards (‘Ind AS’) notified under section 133 of the Companies Act, 2013
(the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, (as
amended) and presentation requirements of Division II of Schedule III to the Act (“Ind AS
compliant Schedule III”), as applicable to the Group.
Restated Consolidated Financial Information and Restated Standalone Financial
Information are collectively referred to as the “Restated Financial Information".
The Restated Financial Information have been prepared by the management of the
Company for the purpose of inclusion in Updated Draft Red Herring Prospectus – I
(“UDRHP-I”), Updated Draft Red Herring Prospectus – II (“UDRHP-II”), Red Herring
Prospectus (“RHP”) and Prospectus (together, the “Offer Documents”) to be filed by the
Company with the Securities and Exchange Board of India (‘SEBI’), Registrar of Companies,
Ahmedabad (“ROC”), BSE Limited and National Stock Exchange of India Limited
(collectively, the “Stock Exchanges”) and / or any other regulatory or statutory authority in
connection with proposed Initial Public Offering of its Equity Shares (“IPO”), in accordance
with the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
(b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange
383STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended to date (the “SEBI ICDR Regulations”) issued by SEBI, and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (ICAI) as amended (the “Guidance Note”).
These Restated Financial Information have been extracted by the Management from:
(a) the audited special purpose consolidated interim Ind AS financial statements of the
Group as at and for the six months period ended September 30, 2025 prepared in
accordance with Indian Accounting Standard (Ind AS) 34 “Interim Financial Reporting”
prescribed under section 133 of the Act except for presentation and disclosure
requirements relevant for the comparative period has not been provided (the “Special
Purpose Interim Ind AS Consolidated Financial Statements”), which have been
approved by the Board of Directors at their meeting held on December 1, 2025.
(b) the audited consolidated financial statements of the Group as at and for the years
ended March 31, 2025 and the audited standalone financial statements of the
Company as at and for the years ended March 31, 2024 and March 31, 2023 prepared
in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as
prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally
accepted in India, which have been approved by the Board of Directors at their
meeting held on September 23, 2025, June 19, 2024 and June 9, 2023 respectively;
The Restated Financial Information have been prepared under the historical cost
convention on the accrual basis except certain financial assets and liabilities (including
derivative instruments) that are measured at fair value; and net defined benefit (asset)
/ liability that are measured at fair value of plan assets less present value of defined
benefit obligations.
384STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
The special purpose consolidated interim Ind AS financial statements referred above
have been prepared solely for the purpose of preparation of Restated Financial
Information for inclusion in UDRHP-I, UDRHP-II, RHP and Prospectus in relation to
proposed IPO. Hence, these special purpose consolidated interim Ind AS financial
statements are not suitable for any other purpose other than for the purpose of
preparation of Restated Financial Information.
2. Basis of Consolidation
The Group consolidates all entities which are controlled by it.
The Group establishes control when; it has power over the entity, is exposed, or has rights,
to variable returns from its involvement with the entity and has the ability to affect the
entity’s returns by using its power over relevant activities of the entity.
Entities controlled by the Group are Consolidated from the date control commences until
the date control ceases. The financial year for the Holding Company and the subsidiaries is
uniform i.e. April-March.
The Group combines the financial statements of the Holding Company and its subsidiaries
line by line adding together like items of assets, liabilities, equity, income and expenses.
Intercompany transactions, balances and unrealised gains on transactions between Group
Companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
If the Group loses control over a subsidiary, it derecognises the related assets (including
goodwill), liabilities, non-controlling interest and other components of equity, while any
resultant gain or loss is recognised in Restated Statement of Profit and Loss. Any
investment retained is recognised at fair value.
In accordance with the provisions of Section 135 of the Companies Act, 2013,
385STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
“Steamhouse India Limited” (“the Holding Company”) is required to undertake Corporate
Social Responsibility (CSR) activities. To effectively discharge this statutory obligation, the
Holding Company promoted and sponsored a not-for-profit entity incorporated under
Section 8 of the Companies Act, 2013, namely Steamhouse Welfare Foundation (“Wholly
Owned Subsidiary (WOS)”), for the purpose of implementing CSR initiatives. The Section 8
Company namely “Steamhouse Welfare Foundation” has been a Wholly Owned Subsidiary
(WOS) of the Holding Company since its incorporation on November 14, 2022, with the
Holding Company holding 100% of its share capital and exercising complete control over
its operations.
The Company did not prepare consolidated financial statements as at and for the years
ended March 31, 2024 and March 31, 2023 as mentioned in Note 6 of the audited
financial statements for year ended March 31, 2024 mentioning the assumption for non-
consolidation which is reproduced as follows and accordingly the Restated Financial
Information for year ended March 31, 2024 and March 31, 2023 represents the restated
standalone financial information:
“As Steamhouse Welfare Foundation is a Section 8 licensed Company which is not allowed
to distribute any profit to its members, financials of the said company is not required to be
consolidated.”
However, based on the Expert Advisory Opinion issued by the Institute of Chartered
Accountants of India (ICAI) and in line with the requirements of Ind AS 110 – Consolidated
Financial Statements, the financial statements of the Section 8 Company have been
consolidated with those of the Holding Company for the year ended March 31, 2025. The
consolidation has been performed on a line-by-line basis by aggregating assets, liabilities,
income, and expenses of both entities, with elimination of all material intra-group
balances and transactions.
The management has assessed that the impact of consolidation is not material to the
Group’s financial position or results of operations for the year ended March 31, 2025.
386STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Nevertheless, such consolidation has been undertaken to present a true and fair view of
the Group’s financial position, in adherence to the disclosure requirements under the
Companies Act, 2013, and the Ind AS framework.
This treatment ensures alignment with the authoritative guidance of the ICAI Expert
Advisory Committee and reflects the substance of control as defined in Ind AS 110,
thereby enhancing transparency and completeness in financial reporting.
3. Current and non-current classification of assets and liabilities
The Group presents assets and liabilities in the Restated Statement of Assets and Liabilities
based on Current/ Non-Current classification.
An asset is treated as Current when it is –
(i) Expected to be realized or intended to be sold or consumed in normal operating
cycle;
(ii) Held primarily for the purpose of trading;
(iii) Expected to be realized within twelve months after the reporting period, or
(iv) Cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least twelve months after the reporting period.
Terms of a liability that could, at the option of the counterparty, result in its settlement by
the issue of equity instruments do not affect its classification.
All other assets are classified as non-current.
A liability is current when it is –
(i) Expected to be settled in normal operating cycle
(ii) Held primarily for the purpose of trading;
(iii) Due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at
least twelve months after the reporting period.
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The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Operating Cycle
The operating cycle is the time between the acquisition of assets for processing and their
realization in cash and cash equivalents. The Group has identified twelve months as its
operating cycle.
4. Use of judgments, estimates and assumptions
The preparation of financial information in conformity with Ind AS requires management
to make judgments, estimates and assumptions that affect the reported amounts of
revenue, expenses, current assets, non-current assets, current liabilities, non-current
liabilities, and the disclosure of the contingent liabilities on the date of the preparation of
restated financial information. Such estimates are on a reasonable and prudent basis
considering all available information, however due to uncertainties about these
judgments, estimates and assumptions, the actual results could differ from those
estimates. Information about each of these estimates and judgments is included in
relevant notes. Any revision to accounting estimates is recognized prospectively in current
and future periods.
Judgments
Information about judgments made in applying accounting policies that have the most
significant effects on the amounts recognized in the financial information is included in the
classification of financial assets and financial liabilities: assessment of business model
within which the assets are held and assessment of whether the contractual terms of the
financial assets are solely payments of principal and interest on the principal amount
outstanding.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of
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resulting in a material adjustment, assumptions and estimation uncertainties are provided
here, whereas the quantitative break-ups for the same are provided in the notes
mentioned below:
Useful life of depreciable assets, Property, Plant and Equipment and Other
o
Intangible Assets
Recognition of contingencies, key assumptions about the likelihood and
o
magnitude of outflow of resources
Recognition of tax expenses including deferred tax
o
Defined benefit obligation, key actuarial assumptions
o
Impairment of trade receivables
o
Valuation of Inventories
o
5. Going concern assumptions
These Restated Financial Information have been prepared on a going concern basis. The
management has, given the significant uncertainties arising out of the various situations,
assessed the cash flow projections and available liquidity for a period of at least twelve
months from the date of this Restated Financial Information. Based on this evaluation,
management believes that the Group will be able to continue as a "going concern" in the
foreseeable future and for a period of at least twelve months from the date of these
Restated Financial Information based on the following:
Expected future operating cash flows based on business projections, and
o
Available credit facilities with its bankers
o
Based on the above factors, the management has concluded that the "going concern"
assumption is appropriate. Accordingly, the Restated Financial Information do not include
any adjustments regarding the recoverability and classification of the carrying amount of
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assets and classification of liabilities that might result, should the Group be unable to
continue as a going concern.
6. Fair Value Measurement
The Group measures financial instruments, such as, investments at fair value at each
reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or
transfer the liability takes place either:
(i) In the principal market for the asset or liability, or
(ii) In the absence of a principal market, in the most advantageous market for the asset
or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for
which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorized within the fair value hierarchy, described as follows, based on
the lowest level input that is significant to the fair value measurement as a whole:
(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or
liabilities
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(ii) Level 2 - Valuation techniques for which the lowest level input that is significant to
the fair value measurement is directly or indirectly observable
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to
the fair value measurement is unobservable
For assets and liabilities whether transfers have occurred between levels in the hierarchy
by re-assessing that are recognized in the financial statements on a recurring basis, the
Group determines categorization (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.
The management determines the policies and procedures for both recurring fair value
measurement as well as for non- recurring measurement.
At each reporting date, the management analyses the movements in the values of assets
and liabilities which are required to be remeasured or re-assessed as per the Group’s
accounting policies. For this analysis, the management verifies the major inputs applied in
the latest valuation by agreeing the information in the valuation computation to contracts
and other relevant documents.
The management also compares the change in the fair value of each asset and liability with
relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
7. Investments in subsidiaries, Associates and Joint Ventures -
The investment in subsidiaries and/or associates and/or Joint Ventures are carried in
these restated financial information at historical cost, except when the investment, or a
portion thereof, is classified as held for sale, in which case, it is accounted for as Non-
Current assets held for sale and discontinued operations.
Where the carrying amount of investment is greater than its estimated recoverable
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amount, it is written down immediately to its recoverable amount and the difference is
transferred to the Restated Statement of Profit and Loss.
On disposal of investment, the difference between the net disposal proceeds and the
carrying amount is charged or credited to the Restated Statement of Profit or Loss.
8. Property, Plant and Equipment (including Capital Work in Progress) –
Recognition and measurement
Property, plant and equipment and capital work in progress are stated at cost, net of
accumulated depreciation and accumulated impairment losses, if any. Cost includes
purchase price (after deducting trade discount / rebate), non-refundable import duties
and taxes, cost of replacing the component parts, borrowing costs and other directly
attributable cost to bringing the asset to the location and condition necessary for it to
be capable of operating in the manner intended by management. Property, Plant and
Equipment which are significant to the total cost of that item of Property, Plant and
Equipment and having different useful life are accounted separately. Other Indirect
Expenses incurred relating to project, net of income earned during the project development
stage prior to its intended use, are considered as pre- operative expenses and disclosed
under Capital Work-in-Progress.
Major shutdown and overhaul expenditure is capitalized as the activities undertaken
improves the economic benefits expected to arise from the asset. It includes professional
fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s
accounting policy based on Ind AS 23 – Borrowing costs. Such properties are classified to
the appropriate categories of PPE when completed and ready for intended use. Assets in
the course of construction are classified under Capital Work-in-Progress. At the point
when operating of an asset commences as per the management’s intended use, the cost
of construction/erection is transferred to the appropriate category of property, plant and
equipment and depreciation is charged. Costs associated with the commissioning of an
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asset and any obligatory decommissioning costs are capitalized where the asset is
available for use but incapable of operating at normal levels until a year of commissioning
has been completed. Revenue generated from production during the trial period is
capitalized. Property, plant and equipment except freehold land held for use in the
production, supply or administrative purposes, are stated in the Restated Statement of
Assets and Liabilities at cost less accumulated depreciation and accumulated impairment
losses, if any.
An item of PPE is de-recognized on disposal or when no future economic benefits are
expected from use. Any profit or loss arising on the de-recognition of an item of property,
plant and equipment is determined as the difference between the net disposal proceeds
and the carrying amount of the asset and is recognized in Restated Statement of Profit
and Loss.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognized in
the carrying amount of the item if it is probable that the future economic benefits
embodied within the part will flow to the Group and its cost can be measured reliably. The
carrying amount of the replaced part is de- recognized. The cost of the day-to-day
servicing the property, plant and equipment are recognized in the Restated Statement of
Profit and Loss as incurred.
Derecognition
An item of property, plant and equipment is de-recognized upon the disposal or when no
future benefits are expected from its use or disposal. Any gain and loss on disposal of an
item of property, plant and equipment is determined by comparing the proceeds from
disposal with the carrying amount of property, plant and equipment, and are recognized
net within other income / expenses in the Restated Statement of Profit and Loss.
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Depreciation
Depreciation on Property, Plant and Equipment is provided using Straight Line Method on
depreciable amount. Depreciation is provided based on useful life of the assets as
prescribed in Schedule II to the Companies Act, 2013.
The depreciable amount of an asset is determined after deducting its residual value.
Where the residual value of an asset increases to an amount equal to or greater than the
asset’s carrying amount, no depreciation charge is recognized till the asset’s residual value
decreases below the asset’s carrying amount. Depreciation of an asset begins when it is
available for use, i.e., when it is in the location and condition necessary for it to be capable
of operating in the intended manner. Depreciation of an asset ceases at the earlier of the
date that the assets classified as held for sale in accordance with Ind AS 105 and the date
that the asset is de-recognized.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
the end of each reporting period and if the expectations differ from the previous
estimates; the change is accounted for as a change in accounting estimate on a
prospective basis.
The property, plant and equipment acquired under finance leases is depreciated over the
asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is
no reasonable certainty that the Group will obtain ownership at the end of the lease term.
9. Leases -
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the
Group assesses whether the contract involves the use of an identified asset:
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This may be specified explicitly or implicitly and should be physically distinct or
o
represent substantially all of the capacity of a physically distinct asset. If the supplier
has a substantive substitution right, then the asset is not identified.
The Group has the right to obtain substantially all of the economic benefits from use
o
of the asset throughout the period of use; and
The Group has the right to direct the use of the asset. The Group has this right when it
o
has the decision making rights that are most relevant to changing how and for what
purpose the asset is used. In rare cases where the decision about how and for what
purpose the asset is used is predetermined, the Group has the right to direct the use
of the asset if either:
The Group has the right to operate the asset; or
o
The Group designed the asset in a way that predetermines how and for what purpose
o
it will be used.
At inception or on reassessment of a contract that contains a lease component, the Group
allocates the consideration in the contract to each lease component on the basis of their
relative stand-alone prices. However, group has availed exemption in respect of allocating
consideration in respect of component of land and building. However, as a lessee, the
group recognizes a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, which comprises the initial amount
of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-of-use asset or
the end of the lease term. The estimated useful lives of right of use assets are determined
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on the same basis as those of property and equipment. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any, and adjusted for certain re-
measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted using the Interest rate implicit in the
lease or, if that rate cannot be readily determined, group’s incremental borrowing rate.
Generally, the group uses its incremental borrowing rate as the discount rate. Lease
payments included in the measurement of the lease liability comprise the following –
• Fixed payments, including in-substance fixed payments;
• Variable lease payments that depend on an index or a rate, initially measured using
the index or rate as at the commencement date;
• Any amount accrued for payment as per Agreement
• Amounts expected to be payable under a residual value guarantee; and
• The exercise price under a purchase option that the group is reasonably certain to
exercise, lease payments in an optional renewal period if the group is reasonably
certain to exercise an extension option, and penalties for early termination of a lease
unless the group is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is
re-measured when there is a change in future lease payments arising from a change in an
index or rate, if there is a change in the group’s estimate of the amount expected to be
payable under a residual value guarantee, or if group changes its assessment of whether it
will exercise a purchase, extension or termination option. When the lease liability is re-
measured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in Restated Statement of Profit and Loss if the carrying
amount of the right-of-use asset has been reduced to zero.
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The group presents right-of-use assets that do not meet the definition of investment
property as a separate line item ‘ROU Assets’ and lease liabilities as a separate line item
‘Lease Liability’ in the Restated Statement of Assets and Liabilities.
Short-term leases and leases of low-value assets
The group has elected not to recognize right of use assets and lease liabilities for short
term leases of real estate properties that have a lease term of 12 months. The group
recognizes the lease payments associated with these leases as an expense on a straight-
line basis over the lease term.
10. Intangible Assets –
Recognition and measurement
Intangible assets are recognized when the asset is identifiable, is within the control of the
Group, it is probable that the future economic benefits that are attributable to the asset
will flow to the Group and cost of the asset can be reliably measured. Intangible assets
acquired separately are measured on initial recognition at cost. The cost of intangible
assets acquired in a business combination is their fair value at the date of acquisition.
Intangible assets acquired by the Group that have finite useful lives are measured at cost
less accumulated amortization and any accumulated impairment losses. Intangible assets
with indefinite useful lives are not amortized, but are tested for impairment annually,
either individually or at the cash-generating unit level. Expenditure on Research activities
is recognized in the Restated Statement of Profit and Loss as incurred. Development
expenditure is capitalized only if the expenditure can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable,
and the Group intends to complete development and to use or sell the asset. Intangible
assets which comprise of the development expenditure incurred on new product and
expenditure incurred on acquisition of user licenses for computer software is recorded at
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their acquisition price.
Subsequent measurement
Subsequent expenditure is capitalized only when it increases the future economic benefits
embodied in the specific asset to which it relates.
Amortization
The useful lives of intangible sets are assessed as either finite or indefinite. Intangible
assets i.e., computer software is amortized on a straight-line basis over the period of
expected future benefits commencing from the date the asset is available for its use.
Intangible assets are assessed for impairment whenever there is an indication that the
intangible asset may be impaired.
Derecognition
Gains or losses arising from de-recognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and
are recognized in the Restated Statement of Profit and Loss when the asset is de-
recognize.
11. Financial Instruments –
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
Initial Recognition and Measurement
Financial assets and/or financial liabilities are recognized when the Group becomes party
to a contract embodying the related financial instruments. All financial assets, financial
liabilities and financial guarantee contracts are initially measured at transaction values and
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where such values are different from the fair value, at fair value. Transaction costs that are
attributable to the acquisition or issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from as the case may be, the fair value of such financial assets or liabilities,
on initial recognition. Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in Restated Statement of Profit or Loss.
Offset
A financial asset and a financial liability are offset and presented on net basis in the the
Restated Statement of Assets and Liabilities when there is a current legally enforceable right
to set- off the recognized amounts and it is intended to either settle on net basis or to
realize the asset and settle the liability simultaneously. The legally enforceable right must
not be contingent on future events and must be enforceable in the normal course of
business and in the event of default, insolvency or bankruptcy of the Group or the
counterparty.
I. Financial Assets
Subsequent Measurements:
For subsequent measurement, the group classifies financial asset in following broad
categories:
i. Financial asset carried at amortized cost.
ii. Financial asset carried at fair value through other comprehensive income (FVTOCI)
iii. Financial asset carried at fair value through profit or loss (FVTPL)
i. Financial asset carried at amortized cost (net of any write down for impairment,
if any):
Financial assets are measured at amortized cost when asset is held within a
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business model, whose objective is to hold assets for collecting contractual cash
flows and contractual terms of the asset give rise on specified dates to cash flows
that are solely payments of principal and interest. Such financial assets are
subsequently measured at amortized costs using Effective Interest Rate (EIR)
method less impairment, if any. The losses arising from impairment are recognized
in the restated statement of profit or loss. Cash and bank balances, trade
receivables, loans and other financial asset of the group are covered under this
category.
Under the EIR method, the future cash receipts are exactly discounted to the initial
recognition value using EIR. The cumulative amortization using the EIR method of
the difference between the initial recognition amount and maturity amount is
shown as ROU Asset on the face of the Restated Statement of Assets and Liabilities
(net of principal repayments, if any) which is amortized over the relevant period
of the financial asset to arrive at amortized cost at each reporting date. The
corresponding effect of the amortization under EIR method is recognized as
interest income over the relevant period of the financial asset. The same is
included under “other income” in the restated statement of profit or loss. The
amortized cost of the financial asset is also adjusted for loss allowance, if any.
ii. Financial asset carried at FVTOCI:
Financial asset under this category are measured initially as well as at each
reporting date at fair value, when asset is held with a business model whose
objective is to hold asset for both collecting contractual cash flows and selling
financial assets. Fair value movements are recognized in the other comprehensive
income.
iii. Financial asset carried at FVTPL:
Financial asset under this category are measured initially as well as at each
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reporting date at fair value. Changes in fair value are recognized in the restated
statement of profit or loss.
Derecognition:
A financial asset is primarily derecognized when rights to receive cash flows from the
asset have expired or the Group has transferred its contractual rights to receive cash
flows of the financial asset and has substantially transferred all the risk and reward of
the ownership of the financial asset.
Impairment of financial asset:
In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for
evaluating impairment of financial assets other than those measured at fair value
through profit and loss (FVTPL).
ECL is the difference between all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that the entity expects to receive
(i.e., all cash shortfalls), discounted at the original effective interest rate. Lifetime ECL
are the expected credit losses resulting from all possible default events over the
expected life of a financial asset. 12-month ECL is a portion of the lifetime ECL which
results from default events that are possible within 12 months from the reporting date.
For trade receivables, the Group applies ‘simplified approach’ which requires expected
lifetime losses to be recognized from initial recognition of the receivables. The Group
uses historical default rates to determine impairment loss on the portfolio of trade
receivables. At every reporting date these historical default rates are reviewed and
changes in the forward looking estimates are analyzed. For other assets, the Group
uses 12 Month ECL to provide for impairment loss where there is no significant
increase in credit risk. If there is significant increase in credit risk full lifetime ECL is
used. ECL impairment loss allowance (or reversal) recognized during the period is
recognized as income/expense in the Restated Statement of Profit and Loss under the
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head ‘Other expenses’.
II. Financial Liabilities:
Subsequent measurement:
For subsequent measurement, the group classifies financial asset in following broad
categories:
i. Financial liability carried at amortized cost.
ii. Financial liability carried at fair value through profit or loss (FVTPL)
i. Financial liability carried at amortized cost.
Interest-bearing loans and borrowings are subsequently measured at amortized
cost using the Effective Interest Rate (EIR) method. Gains and losses are recognized
in restated statement of profit or loss when the liabilities are derecognized as well
as through EIR amortization process. Amortized cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortization is included as finance costs in the
restated statement of profit and loss.
Non-interest bearing deposit and loans, group measures it at amortized cost using
the Effective Interest Rate (EIR) method. Under the EIR method, the future cash
receipts are exactly discounted to the initial recognition value using EIR. The
cumulative amortization using the EIR method of the difference between the initial
recognition amount and maturity amount is shown as separate line item (net of
principal repayments, if any) on the face of the Restated Statement of Assets and
Liabilities, which is deferred over the relevant period of the financial liability to
arrive at amortized cost at each reporting date. The corresponding effect of the
amortization under EIR method is recognized as interest expense over the relevant
period of the financial liability. The same is included under “Finance Charges” in the
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restated statement of profit or loss. The amortized cost of the financial liability is
also adjusted for gain allowance, if any.
ii. Financial liability carried at fair value through profit or loss (FVTPL)
Financial liabilities at fair value through profit or loss include financial liabilities
held for trading and financial liabilities designated upon initial recognition as at fair
value through profit or loss. Financial liabilities under this category are measured
initially as well as at each reporting date at fair value. Changes in fair value are
recognized in the restated statement of profit or loss.
Derecognition of financial liabilities:
A financial liability is derecognized when the obligation under the liability is discharged
or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the de-
recognition of the original liability and the recognition of a new liability. The difference
in the respective carrying amounts is recognized in the Restated Statement of Profit
and Loss.
12. Business combination under common control -
Business combinations involving entities or businesses under common control are
accounted for using the pooling of interest method. Under pooling of interest method, the
assets and liabilities of the combining entities or businesses are reflected at their carrying
amounts after making adjustments necessary to harmonies the accounting policies. The
financial information in respect of prior periods is restated as if the business combination
had occurred from the beginning of the preceding period in the financial information,
irrespective of the actual date of the combination. The identity of the reserves is preserved
in the same form in which they appeared in the Financial Statements of the transferor and
the difference, if any, between the amounts recorded as share capital issued plus any
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additional consideration in the form of cash or other assets and the amount of share
capital of the transferor is transferred to capital reserve.
13. Impairment of Non-Financial Assets – Property, Plant and Equipment and Intangible
Assets -
At the end of each reporting period, the Group reviews the carrying amounts of non-
financial assets, other than inventories and deferred tax assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). When it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs. Each CGU represents the smallest
group of assets that generates cash inflows that are largely independent of the cash
inflows of other assets or CGUs. When a reasonable and consistent basis of allocation can
be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or CGU for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to its
recoverable amount. An impairment loss is recognized immediately in restated statement
of profit and loss. Impairment loss recognized in respect of a CGU is allocated to reduce the
carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
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Restated Financial Information
Non-Financial Assets (other than goodwill) for which impairment loss has been recognized
in prior periods, the Group reviews at each reporting date whether there is any indication
that the loss has decreased or no longer exists. When an impairment loss subsequently
reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount
does not exceed the carrying amount that would have been determined had no
impairment loss been recognized for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognized immediately in restated statement of profit
and loss.
14. Inventories -
Inventories comprise of Raw materials and finished goods. Inventories are measured at
the lower of cost or net realizable value (NRV). Cost is determined on first-in-first-out
(FIFO) method. Cost includes all charges in bringing the goods to their present location and
condition. Net realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs necessary to
make the sale.
15. Cash and Cash Equivalents -
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-
term balances (with an original maturity of three months or less from the date of
acquisition), highly liquid investments that are readily convertible into known amounts of
cash and which are subject to insignificant risk of changes in value.
16. Provisions, Contingent Liabilities and Contingent Assets –
Provisions are recognized for when the Group has at present, legal or contractual
obligation as a result of past events, only if it is probable that an outflow of resources
405STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
embodying economic outgo or loss will be required and the amount involved can be
measured reliably. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific
to the liability. When discounting is used, the increase in the provision due to the passage
of time is recognized as a finance cost.
Contingent liabilities being a possible obligation as a result of past events, the existence of
which will be confirmed only by the occurrence or non- occurrence of one or more future
events not wholly in control of the Group are not recognized in the accounts. The nature
of such liabilities and an estimate of its financial effect are disclosed in notes to the
restated financial information.
Contingent assets are not recognized in the financial information. However, the nature of
such assets and an estimate of its financial effect are disclosed in notes to the restated
financial information.
17. Employee Benefits –
Employee benefits include gratuity, compensated absences, contribution to provident
fund, employees’ state insurance and superannuation fund.
Short Term Employee Benefits
Employee benefits payable wholly within twelve months of rendering the services are
classified as short-term employee benefits and recognized in the period in which the
employee renders the related service. These are recognized at the undiscounted amount
of the benefits expected to be paid in exchange for that service.
Post-Employment Benefits
Defined Contribution Plans
Retirement benefits in the form of provident fund, state insurance and superannuation
fund are defined contribution schemes where the Group’s legal or constructive obligation
406STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
is limited to the amount that it contributes to a sperate legal entity. The Group recognizes
contribution payable to the funds as an expense, when an employee renders the related
service.
Defined Benefit Plans
The Group operates a defined benefit gratuity. The cost of providing benefits under the
defined benefit plan is determined based on actuarial valuation, carried out by an
independent actuary, using the projected unit credit method. When the calculation results
in a potential asset for the group, the recognized asset is limited to the present value of
economic benefits available in the form of any future refunds from the plan or reductions
in future contribution to the plan. The liability for gratuity is funded annually to a gratuity
funds maintained with the Life Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in
actuarial assumptions are recognized immediately in the Restated Statement of Assets and
Liabilities with a corresponding debit or credit to retained earnings through other
comprehensive income in the period in which they occur. Re-measurements are not
reclassified to restated statement of profit or loss in subsequent periods. Net interest is
calculated by applying the discount rate to the net balance of defined benefit liability or
asset.
The Group recognizes the following changes in the net defined benefit obligation as an
expense in the restated statement of profit and loss in the line item “Employee Benefits
Expense”:
- Service cost including current service cost, past service cost, gains and losses on
curtailments and non-routine settlements; and
- Net interest expense or income.
Compensated absences
The Group’s policy permits employees to accumulate and carry forward a portion of
407STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
unutilized compensated absences and utilize them in future periods or receive cash in lieu
thereof in accordance with the terms of such policy. The expected cost of accumulating
compensated absences is determined by actuarial valuation performed by an independent
actuary at each reporting period.
18. Tax Expenses –
Income tax expense comprises current tax expense and the net change in the deferred tax
asset or liability during the year. Current and deferred taxes are recognized in Restated
Statement of Profit and Loss, except when they relate to items that are recognized in
other comprehensive income or directly in equity, in which case, the current and deferred
tax are also recognized in other comprehensive income or directly in equity, respectively.
Current Tax
Current income tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. Current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Income-Tax Act,
1961 enacted in India. The tax rates and tax laws used to compute the amount are those
that are enacted or substantially enacted, at the reporting date.
Current income tax relating to items recognized outside the restated statement of profit
and loss is recognized outside the restated statement of profit and loss (either in other
comprehensive income (OCI) or in equity).
Management periodically evaluates positions taken in the tax returns with respect to
situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.
Deferred Tax
Deferred tax is recognized using the Restated Statement of Assets and Liabilities approach.
408STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Deferred tax assets and liabilities are recognized for deductible and taxable temporary
differences arising between the tax base of assets and liabilities and their carrying amount,
except when the deferred tax arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilized. The carrying amount of
unrecognized deferred tax assets are reviewed at each reporting date to assess their
reliability and corresponding adjustment is made to carrying values of deferred tax assets
in the restated financial information.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the year when the asset is realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset where a legally enforceable right exists to
offset current tax assets and liabilities and the deferred taxes relate to the same taxable
entity and the same taxation authority. Net outstanding balance in Deferred Tax account is
recognized as deferred tax liability/asset.
19. Revenue Recognition –
Revenue from contract with customer is recognized upon transfer of control of promised
products or services to customers in an amount that reflects the consideration which the
Group expects to receive in exchange for those products or services. Revenue is measured
based on the transaction price, which is the consideration, adjusted for discounts and other
incentives, if any, as per contracts with the customers.
The specific recognition criteria from various stream of revenue are described below:
409STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Sale of Goods
Revenue from the sale of goods is recognized when the control of the goods has been
passed to the customer, generally steam passes through Steam Pipeline on continuous
basis based on the requirements of the customer. Sales are billed fortnightly for most of the
consumers. However, for some of the consumers, it is billed at the end of each month.
Price of the Steam is variable, which is in line with the variability of Coal Prices. Revenue is
booked at the price which mutually agreed with the consumers.
Rendering of Services
Revenue from services rendered is recognized when the work is performed and as per the
terms of agreement.
Late Payment Charges
Revenue in respect of late payment charges on delayed realizations from customers and
cheque bounce charges, if any, is recognized on grounds of prudence and based on
certainty of collection.
Interest Income
Interest income is accrued on a time basis, by reference to the principal outstanding and
at the effective interest rate applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to that asset’s net
carrying amount on initial recognition.
Other Non-Operating Income
Donations received in kind are measured at fair value on the date of receipt and
recognised as income only upon their utilisation.
410STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
Donation made with a specific direction that they shall form part of the corpus fund or
endowment fund of the group are classified as such, and are directly reflected as Trust
Fund receipts in the Restated Statement of Assets and Liabilities.
Specific Project Grants are recognised as Income based on actual amount spent in a year
on that project. Such income is booked only where there is certainty of Grant being
sanctioned / approved in future and necessary entries are passed in accounts. Grants
received for specific projects remaining unutilised at the year end are shown as Grant
Unutilized and on completion of Projects are returned back to donor, if the terms of grant
indicate the same.
20. Foreign Currencies Transactions and Translation -
Functional and presentation currency
The financial information are presented in Indian Rupee (INR), which is entity’s functional
and presentation currency.
Transactions and Balances
Foreign currency transactions are translated into the functional currency, for initial
recognition, using the exchange rates at the dates of the transactions.
All foreign currency denominated monetary assets and liabilities are translated at the
exchange rates on the reporting date. Exchange differences arising on settlement or
translation of monetary items are recognized in Restated Statement of Profit and Loss
except to the extent of exchange differences which are regarded as an adjustment to
interest costs on foreign currency borrowings that are directly attributable to the
acquisition or construction of qualifying assets which are capitalized as cost of assets. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
411STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
21. Share-based payments - Employee stock option Scheme (ESOP’s)
The fair value of equity instruments given in share options granted under Employee Stock
Option Plan is recognized as an employee benefits expense with a corresponding increase
in the equity. The total amount to be expensed is determined by reference to the fair
value of the shares, derived using Discounted Cash Flows model. The total expense is
recognized over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the entity revises its
estimates of the number of options that are expected to vest based on the non-market
vesting and service conditions. It recognizes the impact of the revision to original
estimates, if any, in the Restated Statement of Profit and Loss, with a corresponding
adjustment to the equity. Upon exercise of share options, the proceeds received are
allocated to the share capital up to the par value of the shares issued with any excess
being recorded as securities premium.
22. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of a
qualifying asset that necessarily takes a substantial period of time to get ready for its
intended use or sale are capitalized as part of the cost of the asset. Borrowing costs
consist of interest and transaction costs that an entity incurs in connection with the
borrowing of funds. Transaction costs in respect of long-term borrowings are amortized
over the tenor of respective loans using effective interest method. All other borrowing
costs are expensed in the period in which they are incurred. Borrowing costs also includes
exchange differences arising from foreign currency borrowings to the extent they are
regarded as an adjustment to the borrowing costs.
Commencement of capitalization
Capitalization of borrowing cost as part of cost of a qualifying asset shall begin on the
412STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
commencement date. The commencement date for capitalization is the date when the
entity first meets all of the following conditions:
i) it incurs expenditure for the asset;
ii) it incurs borrowing costs; and
iii) it undertakes activities that are necessary to prepare the asset for its intended use or
sale.
Cessation of capitalization
Cessation of capitalization shall happen when substantially all the activities necessary to
prepare the qualifying asset for its intended use or sale are completed.
23. Non-Current Assets Held for Sale -
The Group classifies assets and operations as held for sale / distribution to owners or as
discontinued operations if their carrying amounts will be recovered principally through a
sale / distribution rather than through continuing use. Classification as a discontinued
operations occurs upon disposal or when the operation meets the below criteria,
whichever is earlier.
Non-Current Assets are classified as held for sale only when both the conditions are
satisfied –
i. The sale is highly probable, and
ii. The asset or disposal group is available for immediate sale in its present condition subject
only to terms that are usual and customary for sale of such assets.
Non-current assets which are subject to depreciation are not depreciated or amortized
once those classified as held for sale.
A discontinued operation is a component of the Group’s business, the operations of which
can be clearly distinguished from those of the rest of the Group and
i. is part of a single coordinated plan to dispose of a separate major line of business or
413STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
geographical area of operations; or
ii. is a subsidiary acquired exclusively with a view to resale.
Non-current assets held for sale / distribution to owners and discontinued operations are
measured at the lower of their carrying amount and the fair value less costs to sell /
distribute. Assets and liabilities classified as held for sale / distribution are presented
separately in the Restated Statement of Assets and Liabilities. The results of discontinued
operations are excluded from the overall results of the Group and are presented
separately in the restated statement of profit and loss. Also, the comparative restated
statement of profit and loss is re-presented as if the operations had been discontinued
from the start of the comparative period.
24. Earnings Per Share –
Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders
of the Group by the weighted average number of equity shares outstanding during the
year. Diluted EPS is computed by dividing the profit or loss attributable to the ordinary
equity shareholders adjusted for dividend, interest and other charges to expense or
income (net of any attributable taxes) relating to dilutive potential equity shares, by the
weighted average number of equity shares for deriving the basic earnings per share and
the weighted average number of equity shares which could have been issued on the
conversion of all the dilutive potential equity shares. Potential equity shares are deemed
to be dilutive only if their conversion to equity would decrease the net profit per share
from continuing ordinary operations.
25. Restated Statement of Cash flows –
Restated Cash flows are reported using the indirect method, whereby profit for the period
is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of
past or future operating cash receipts or payments and item of income or expenses
414STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
associated with investing or financing cash flows. The cash from operating, investing and
financing activities of the Group are segregated.
26. Recent accounting pronouncements
A. Standards and amendments effective from 1 April 2025
The Ministry of Corporate Affairs (MCA) has notified certain amendments to Ind AS.
Key amendments relevant to the Group are summarised below:
• Ind AS 1 – Classification of Liabilities as Current or Non-current: The amendment
clarifies the meaning of a right to defer settlement, requires that such right must
exist at the end of the reporting period, and confirms that classification is not
affected by the likelihood of exercising this right. It also clarifies that the terms of a
convertible liability affect classification only if the embedded derivative is equity
classified.
The amendment is to be applied retrospectively in accordance with Ind AS 8. The
Group has evaluated the impact and determined that these amendments do not
have a material effect on the classification or presentation of liabilities for the
period ended September 30, 2025.
• Ind AS 7 and Ind AS 107 – Disclosures: Supplier Finance Arrangements:
These amendments require enhanced disclosures to help users of financial
statements understand the effects of supplier finance arrangements on an entity’s
liabilities, cash flows and exposure to liquidity risk.
The amendments are effective for annual periods beginning on or after April 01,
2025. Comparative information for earlier periods and disclosures for interim
periods ending on or before March 31, 2026 are not required. These amendments
do not have an impact on recognition or measurement in the current financial
statements.
• Ind AS 12 – International Tax Reform: Pillar Two Model Rules:
415STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
The amendment introduces a mandatory temporary exception from recognising and
disclosing deferred tax assets and liabilities related to Pillar Two income taxes. This
exception is applicable immediately and retrospectively, with additional disclosure
requirements effective from April 01, 2025 (but not for interim periods ending on or
before March 31, 2026). These amendments do not have an impact on recognition
or measurement in the current financial statements.
B. Standards and amendments issued but not yet effective
Further amendments to Ind AS 1 – Non-current Liabilities with Covenants specify that
if a covenant breach existing at the reporting date is rectified after the reporting date,
such rectification shall be treated as a non-adjusting event under Ind AS 10. These
amendments are effective for annual reporting periods beginning on or after April 1,
2026. The Group will evaluate the implications of these amendments upon their
applicability. Based on the preliminary assessment, no material impact is expected on
the recognition or measurement of liabilities.
27. ADDITIONAL INFORMATION
(a) Valuation of Property, Plant & Equipment
The Group has not revalued its property, plant and equipment during the current or
previous years.
(b) Title Deeds of Immovable Properties
There is no immovable property where title deed of such immovable property (other
than properties where the Holding Company or its subsidiary are the lessee and the
lease agreements are duly executed in favour of the Holding Company or its
subsidiary) is not held in the name of the Group or jointly held with others.
416STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
(c) Loans or Advances
No loans or advances in nature of loans are granted to promoters, directors, KMPs and
the related parties (as defined under Companies Act, 2013) either severally or jointly
with any other persons.
(d) Detail Benami property held
No proceedings have been initiated on or are against the Group for holding benami
property under the Benami Transaction (Prohibition) Act, 1988 (45 of 1988) and rules
made thereunder.
(e) Borrowing secured against current assets
The Group has borrowings from banks and financial institutions on the basis of
security of current assets. As per sanction letter produced before us, the group is not
required to file any quarterly returns or statements with such banks or financial
institutions.
(f) Wilful defaulter
The Group has not been declared wilful defaulter by any bank or financial institution
or government or any government authority.
(g) Relationship with struck off companies
The Group has no transactions with the companies struck off under Companies Act,
2013 or Companies Act 1956.
(h) Registration of charges or satisfaction with Registrar of companies.
There are no charges or satisfaction which are yet to be registered with the Registrar
of Companies beyond the statutory period.
417STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
(i) Companies with number of layers of companies
The Group has one subsidiary company, and the group has complied with the number
of layers prescribed under clause (87) of section 2 of the act read with Companies
(Restriction on Number of Layers) Rules, 2017.
(j) Companies with approved scheme(s) of arrangements
During the year 2021-22, the scheme of amalgamation was sanctioned by the Regional
Director, Ahmedabad between Vapi Eco Energy Limited, Sarigam Eco Energy Limited
and Nandesari Eco Energy Limited with the Steamhouse India Limited. Accounting
Effect as per scheme of amalgamation was already incorporated in Financial Year
2021-22.
(k) Utilization of borrowed funds and share premium
The Group has not advanced or loaned or invested funds to any other person(s) or
entity (ies), including foreign entities (Intermediaries), neither has not been recorded
in the books of account with the understanding that the Intermediary shall: a) directly
or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Group (Ultimate Beneficiaries); or b) provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(l) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous
year in the tax assessments under the Income Tax, 1961, that has not been recorded
in the books of account.
(m) Details of crypto currency or virtual currency
418STEAM HOUSE INDIA LIMITED
CIN - U40300GJ2015PLC083493
Notes to Restated Financial Information
Note 1 - Summary of Material Accounting Policies and Other Explanatory Notes to
Restated Financial Information
The Group has not traded or invested in crypto currency or virtual currency during the
current or previous year.
419STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
2) Property, Plant & Equipment
Office Computer Furniture Electric
Particulars Land Buildings Boiler Pipeline Plant & Machinery Vehicle Total
Equipment and Peripherals and Fixtures Installations
Gross carrying value
As at April 1, 2022 (Standalone) - 3 7.11 2 69.42 121.34 127.25 0.97 0 .72 3.91 4 .46 12.88 5 78.05
Additions 2 1.96 26.80 4 99.32 75.63 81.12 1.95 1 .91 0.99 1 0.45 1 7.25 7 37.38
Disposals (Write off) - -
Disposals - - - - - - - - - - -
As at March 31, 2023 (Standalone) 2 1.96 63.91 7 68.74 196.97 208.37 2.91 2 .63 4.90 1 4.91 30.12 1,315.43
Accumulated depreciation
As at April 1, 2022 (Standalone) - 11.03 8 0.85 29.47 29.96 0.22 0 .57 0.86 1.52 6 .76 161.25
Depreciation for the year - 1.50 1 1.55 4 .38 5.79 0.37 0 .29 0.39 1.34 1 .52 27.12
Deductions - - - - - - - - - - -
As at March 31, 2023 (Standalone) - 12.54 9 2.40 33.84 35.75 0.59 0 .87 1.25 2.86 8 .28 1 88.37
Carrying value as at March 31, 2023 (Standalone) 2 1.96 5 1.37 6 76.35 163.13 172.62 2.33 1 .76 3.65 1 2.05 21.85 1,127.06
Carrying value as at March 31, 2022 (Standalone) - 26.07 1 88.57 91.87 97.29 0.75 0 .15 3.05 2 .94 6 .11 416.80
Gross carrying value
As at April 1, 2023 (Standalone) 2 1.96 63.91 7 68.74 196.97 208.37 2.91 2 .63 4.90 1 4.91 30.12 1,315.43
Additions 1 9.77 21.65 2 02.36 265.36 107.76 5.56 0 .93 1.48 0.08 1 7.37 6 42.34
Disposals (Write off) - - - - - - - - - - -
Disposals - - - 1.20 - - - - - - 1 .20
As at March 31, 2024 (Standalone) 4 1.73 85.56 9 71.11 461.13 316.13 8.47 3 .56 6.38 14.99 4 7.50 1,956.56
Accumulated depreciation
As at April 1, 2023 (Standalone) - 12.54 9 2.40 33.84 35.75 0.59 0 .87 1.25 2.86 8 .28 1 88.37
Depreciation for the year - 2.63 2 3.45 9 .21 10.38 0.99 0 .80 0.54 1 .67 3.25 5 2.90
Deductions - - - - - - - - - - -
As at March 31, 2024 (Standalone) - 15.16 1 15.85 43.05 46.13 1.57 1 .66 1.78 4 .53 1 1.52 2 41.26
Carrying value as at March 31, 2024 (Standalone) 4 1.73 70.40 8 55.26 418.08 270.00 6.90 1 .90 4.60 10.46 35.97 1,715.30
Carrying value as at March 31, 2023 (Standalone) 2 1.96 51.37 6 76.35 163.13 172.62 2.33 1 .76 3.65 12.05 21.85 1,127.06
Gross carrying value
As at April 1, 2024 (Consolidated) 4 1.73 85.56 9 71.11 461.13 316.13 8.47 3 .56 6.38 14.99 47.50 1,956.56
Additions 0 .53 14.92 9 3.75 308.42 91.25 4.91 1 .75 2.04 8.58 9 .75 535.89
Disposals (Write off) - 1.42 - - - - - - - - 1 .42
Disposals 4 2.26 - - - - - - - 3.10 - 4 5.36
As at March 31, 2025 (Consolidated) - 99.06 1,064.85 7 69.55 407.38 13.38 5 .31 8.43 20.47 57.24 2,445.67
Accumulated depreciation
As at April 1, 2024 (Consolidated) - 15.16 1 15.85 43.05 46.13 1.57 1 .66 1.78 4 .53 1 1.52 2 41.26
Depreciation for the year - 3.00 2 4.73 18.53 14.43 1.38 1 .04 0.57 1 .83 3.93 69.44
Deductions - 0.06 - - - - - - 2 .16 - 2 .22
As at March 31, 2025 (Consolidated) - 18.10 1 40.58 61.57 60.56 2.95 2 .70 2.35 4 .20 1 5.46 3 08.48
Carrying value as at March 31, 2025 (Consolidated) - 80.96 9 24.28 707.98 346.81 10.42 2 .60 6.07 16.28 41.78 2,137.19
Carrying value as at March 31, 2024 (Standalone) 4 1.73 70.40 8 55.26 418.08 270.00 6.90 1 .90 4.60 10.46 35.97 1,715.30
Gross carrying value
As at April 1, 2025 (Consolidated) - 99.06 1,064.85 7 69.55 407.38 13.38 5 .31 8.43 20.47 57.24 2 ,445.67
Additions - 14.84 2 63.32 91.85 36.40 0.98 0 .86 0.27 0 .32 2 .53 411.37
Disposals (Write off) - - - - - - - - - - -
Disposals - - - - - - - - - - -
As at September 30, 2025 (Consolidated) - 113.90 1 ,328.17 8 61.40 443.77 14.36 6 .17 8.69 2 0.79 59.78 2,857.04
Accumulated depreciation
As at April 1, 2025 (Consolidated) - 18.10 1 40.58 61.57 60.56 2.95 2 .70 2.35 4 .20 1 5.46 3 08.48
Depreciation for the year - 1.89 2 0.81 12.53 9 .14 1.17 0 .77 0.39 1 .23 2.60 50.52
Deductions - - - - - - - - - - -
As at September 30, 2025 (Consolidated) - 19.99 1 61.39 74.10 69.70 4.13 3 .47 2.74 5.43 1 8.06 3 59.00
Carrying value as at September 30, 2025
(Consolidated) - 93.92 1,166.79 7 87.29 374.07 10.23 2 .70 5.95 1 5.37 4 1.72 2,498.04
Carrying value as at March 31, 2025 (Consolidated) - 80.96 9 24.28 707.98 346.81 10.42 2 .60 6.07 16.28 4 1.78 2,137.19
420STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
3(A) (i) Carrying value of Right of Use of Asset at the end of reporting period:
Consolidated Standalone
As at September 30, As at March 31,
Particulars As at March 31, 2025 As at March 31, 2024
2025 2023
Opening Balance as at the beginning of the year/period 721.74 362.91 238.83 176.05
Adjustment on account of modification of lease ‐ 3.68 0.83 ‐
Adjusted Opening balance 721.74 366.58 239.67 176.05
95.83 394.20 149.59 95.21
Addition during the period at fair value through Profit and Loss account
Depreciation charge for the period (Forming a part of Profit and Loss
17.85 35.33 22.99 25.99
account)
Adjustment (Lease Rentals of inoperative units transferred to Capital
10.92 3.71 3.36 6.44
Work‐in‐Progress)
Closing Balance as at the end of the year/period 788.81 721.74 362.91 238.83
(ii) Carrying value of prepaid expenses on interest free security deposit at the end of reporting period:
Consolidated Standalone
As at September 30, As at March 31,
Particulars As at March 31, 2025 As at March 31, 2024
2025 2023
Opening Balance as at the beginning of the year/period 11.78 7.84 8.68 8.51
Addition during the period 2.50 5.60 1.04 1.60
Lease Expenses charged for the period 1.18 1.67 1.88 1.43
Closing Balance as at the end of the year/period 13.10 11.78 7.84 8.68
Total Rights‐of‐Use Assets at the end of the year/period (i) + (ii) 801.91 733.52 370.75 247.51
3(B) (i) Carrying value of Lease Liabilities at the end of reporting period:
Consolidated Standalone
As at September 30, As at March 31,
Particulars As at March 31, 2025 As at March 31, 2024
2025 2023
Opening Balance as at the beginning of the year/period 485.37 270.28 197.84 174.58
Adjustment on account of modification of lease ‐ 3.68 ‐ ‐
Adjusted Opening balance 485.37 273.95 197.84 174.58
# Additions 105.04 297.90 145.38 63.93
Payments 46.39 86.48 72.95 40.67
Closing Balance as at the end of the year/period 544.02 485.37 270.28 197.84
# The Group has accounted for variable lease payment under ROU of Road Infrastructure, which is based on unit rate charged by the lessor during the previous years;
because future lease payment depends upon the prevailing rate after the completion of tenure. The Group considers incremental rate of 10% p.a. in the future lease rent
and accounted variable payment accordingly.
Maturity Analysis of Lease Liabilities:
Consolidated Standalone
As at September 30, As at March 31,
Particulars As at March 31, 2025 As at March 31, 2024
2025 2023
Maturity analysis – contractual undiscounted cash flows
Less than one year 112.87 85.06 55.08 22.51
One to five years 353.23 310.01 173.70 105.72
More than five years 280.94 318.74 153.29 188.88
Total undiscounted lease liabilities at 31 March 660.14 713.81 382.07 317.11
Lease liabilities included in the statement of financial position at the
end of the year/period 544.02 485.37 270.28 197.84
Current 88.04 77.22 49.22 16.12
Non‐current 455.98 408.15 221.05 181.72
Note: The Group has discounted its cash flow towards lease using incremental borrowing rate as on the date of transition. Further, the Group has discounted its cash flow
towards lease using incremental borrowing rate as on the date commencement date of lease for the lease entered into subsequent to transition date.
421STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
(ii) Carrying value of interest free security deposit given for leases at the end of reporting period:
Consolidated Standalone
As at September 30, As at March 31,
Particulars As at March 31, 2025 As at March 31, 2024
2025 2023
Opening Balance as at the beginning of the year/period 38.08 25.98 23.26 8.63
2.04 10.60 0.95 13.40
Addition during the period at fair value through Profit and Loss account
Interest Income on security deposit at fair value through Profit and Loss
0.83 1.50 1.77 1.23
account ‐ Note A
Closing Balance as at the end of the year/period 40.95 38.08 25.98 23.26
Note A:
The Group have discounted its cash flow towards deposit using 3 Years MCLR of State Bank of India at 7.70% as on September 30, 2025, March 31, 2025, March 31, 2024,
and March 31, 2023.
Amounts recognised in the Statement of Profit or Loss
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest on Lease Liabilities [Finance cost] for the year/period 21.01 37.39 26.80 14.01
Interest Income on security deposit at fair value through Profit and Loss 0.68 1.42 1.72 1.10
account for the year/ period‐ Note A as mentioned above
Depreciation charge for the year/period 17.85 35.33 22.99 25.99
Lease rent expense [depreciation of ROU of asset from security deposit
1.18 1.67 1.88 1.43
valuation] for the year/period
422STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
4 Capital Work in Progress
Particulars Amount
As at April 1, 2022 (Standalone) 446.60
Additions 544.78
Adjustment* (555.24)
As at March 31, 2023 (Standalone) 436.15
Particulars Amount
As at April 1, 2023 (Standalone) 436.15
Additions 734.62
Adjustment* (526.62)
As at March 31, 2024 (Standalone) 644.15
Particulars Amount
As at April 1, 2024 (Consolidated) 644.15
Additions 879.52
Adjustment* (360.51)
Impairment losses (8.16)
As at March 31, 2025 (Consolidated) 1,154.99
Particulars Amount
As at April 1, 2025 (Consolidated) 1,154.99
Additions 430.31
Adjustment* (338.08)
As at September 30, 2025 (Consolidated) 1,247.22
* Refers to Inter Unit transfer and transfer from Capital Work‐in‐Progress to Property, Plant & Equipments
Amount in CWIP for a period of: March 31, 2023 (Standalone)
CWIP Less than More than
1‐2 year 2‐3 year Total
1 year 3 years
Projects in progress (A) 3 60.64 2 9.89 3 6.49 9 .12 436.15
Projects temporarily suspended (B) ‐ ‐ ‐ ‐ ‐
Grand Total (A) + (B) 3 60.64 2 9.89 3 6.49 9 .12 4 36.15
Amount in CWIP for a period of: March 31, 2024 (Standalone)
CWIP Less than More than
1‐2 year 2‐3 year Total
1 year 3 years
Projects in progress (A) 5 85.68 5 8.46 ‐ ‐ 644.15
Projects temporarily suspended (B) ‐ ‐ ‐ ‐ ‐
Grand Total (A) + (B) 5 85.68 5 8.46 ‐ ‐ 6 44.15
Amount in CWIP for a period of: March 31, 2025 (Consolidated)
CWIP Less than More than
1‐2 year 2‐3 year Total
1 year 3 years
Projects in progress (A) 8 89.38 2 07.15 58.46 ‐ 1,154.99
Projects temporarily suspended (B) ‐ ‐ ‐ ‐ ‐
Grand Total (A) + (B) 8 89.38 2 07.15 5 8.46 ‐ 1 ,154.99
Amount in CWIP for a period of: September 30, 2025 (Consolidated)
CWIP Less than More than
1‐2 year 2‐3 year Total
1 year 3 years
Projects in progress (A) 1 ,014.56 1 46.94 46.47 39.26 1,247.22
Projects temporarily suspended (B) ‐ ‐ ‐ ‐ ‐
Grand Total (A) + (B) 1 ,014.56 1 46.94 4 6.47 3 9.26 1 ,247.22
423STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
5) Intangible Asset
Particulars Software & Other Trademark Patent Total
Gross carrying value
As at April 1, 2022 (Standalone) 0.88 ‐ ‐ 0.88
Additions 2.34 0.09 ‐ 2.43
Disposal ‐
As at March 31, 2023 (Standalone) 3.22 0.09 ‐ 3.31
Accumulated Amortisation:
As at April 1, 2022 (Standalone) 0.06 ‐ ‐ 0.06
Charge for the period 0.60 0.02 ‐ 0.62
Disposal ‐ ‐ ‐ ‐
As at March 31, 2023 (Standalone) 0.66 0.02 ‐ 0.68
Carrying value as at March 31, 2023 (Standalone) 2.56 0.07 ‐ 2.63
Carrying value as at March 31, 2022 (Standalone) 0.82 ‐ ‐ 0.82
Gross carrying value
As at April 1, 2023 (Standalone) 3.22 0.09 ‐ 3.31
Additions 3.47 0.01 0.07 3.55
Disposal ‐ ‐ ‐ ‐
As at March 31, 2024 (Standalone) 6.69 0.10 0.07 6.86
Accumulated Amortisation:
As at April 1, 2023 (Standalone) 0.66 0.02 ‐ 0.68
Charge for the period 0.90 0.01 0.01 0.93
Disposal ‐ ‐ ‐ ‐
As at March 31, 2024 (Standalone) 1.56 0.03 0.01 1.60
Carrying value as at March 31, 2024 (Standalone) 5.13 0.07 0.06 5.26
Carrying value as at March 31, 2023 (Standalone) 2.56 0.07 ‐ 2.63
Gross carrying value
As at April 1, 2024 (Consolidated) 6.69 0.10 0.07 6.86
Additions 1.89 ‐ ‐ 1.89
Disposal ‐ ‐ ‐ ‐
As at March 31, 2025 (Consolidated) 8.58 0.10 0.07 8.75
Accumulated Amortisation:
As at April 1, 2024 (Consolidated) 1.56 0.03 0.01 1.60
Charge for the period 1.32 0.02 0.01 1.35
Disposal ‐ ‐ ‐ ‐
As at March 31, 2025 (Consolidated) 2.88 0.05 0.02 2.95
Carrying value as at March 31, 2025 (Consolidated) 5.70 0.05 0.05 5.80
Carrying value as at March 31, 2024 (Standalone) 5.13 0.07 0.06 5.26
Gross carrying value
As at April 1, 2025 (Consolidated) 8.58 0.10 0.07 8.75
Additions 0.97 0.01 ‐ 0.98
Disposal ‐ ‐ ‐ ‐
As at September 30, 2025 (Consolidated) 9.56 0.11 0.07 9.73
Accumulated Amortisation:
As at April 1, 2025 (Consolidated) 2.88 0.05 0.02 2.95
Charge for the period 0.82 0.01 0.01 0.84
Disposal ‐ ‐ ‐ ‐
As at September 30, 2025 (Consolidated) 3.70 0.06 0.03 3.79
Carrying value as at September 30, 2025 (Consolidated) 5.85 0.05 0.04 5.94
Carrying value as at March 31, 2025 (Consolidated) 5.70 0.05 0.05 5.80
424STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
6 Non‐Current Assets: Financial Assets ‐ Investments
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Wholly owned Subsidiary company (at cost)
Steamhouse Welfare Foundation ‐ ‐ 0.10 0.10
Total value of Non Current Investments ‐ ‐ 0.10 0.10
7 Non‐Current Assets: Other Financial Assets
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Fixed deposits with banks with maturity more than 12 months (*) 27.85 43.21 7.56 39.07
Fair valuation of Security Deposit at Amortised Cost 90.23 74.70 53.85 36.61
Total 118.08 117.92 61.41 75.68
*Fixed Deposit is created as security against letter of credit taken and Bank guarantee.
8 Non‐Current Assets: Other Non‐Current Assets
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Capital advances 175.25 134.70 230.31 94.65
Employee Group Gratuity Scheme Fund [Net] (Refer Note 34) 1.61 2.28 0.69 ‐
Total 176.85 136.98 231.00 94.65
9 Current Assets: Inventories(*)
Consolidated Standalone
As at September As at March As at March 31, As at March 31,
Particulars
30,2025 31,2025 2023 2023
Chemical 4.53 3.90 2.90 1.05
Coal at plant 288.47 442.16 445.18 80.79
Others 15.41 14.59 13.50 ‐
BED material 0.21 0.10 0.22 0.25
Diesel 0.54 0.28 0.47 1.09
Total 309.16 461.02 462.27 83.18
*In accordance with Ind AS 2, Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises of all costs of purchase, costs of conversion and
other costs incurred in bringing the inventories to their present location and condition.
10 Current Assets: Financial Assets ‐ Trade Receivables(*)
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Unsecured and considered good 419.59 307.22 230.28 193.84
Less: Allowance for expected credit loss 4.71 4.75 0.04 1.89
Total 414.88 302.47 230.24 191.95
*In accordance with Ind AS 109‐Financial Instruments, Expected credit loss is to be provided for various items of Financial Assets of the Group. Trade Receivable being classified as
Financial Asset of the Group, Expected credit Loss is to be provided for on the basis of Simplified Approach as allowed under Ind AS. So the chances of impairment of Trade Receivable are
negligible according to which no material expected credit loss is estimated for the current period.
425STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Trade Receivables Ageing Schedule
Outstanding for following periods from due date of payment*
Particulars Less than 6 Total
6 months ‐ 1 year 1‐2 years 2‐3 years More than 3 years
months
As at September 30, 2025 (Consolidated):
(i) Undisputed Trade Receivables ‐ considered good 351.50 47.42 15.96 ‐ ‐ 414.88
(ii) Undisputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐ ‐
increase in credit risk
(iii) Undisputed Trade Receivables ‐ credit impaired ‐ ‐ ‐ ‐ ‐ ‐
(iv) Disputed Trade Receivables ‐ considered good ‐ ‐ ‐ ‐ ‐ ‐
(v) Disputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐ ‐
increase in credit risk
Total 351.50 47.42 15.96 ‐ ‐ 414.88
As at March 31, 2025 (Consolidated): ‐
(i) Undisputed Trade Receivables ‐ considered good 279.45 23.02 ‐ ‐ ‐ 302.47
(ii) Undisputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
(iii) Undisputed Trade Receivables ‐ credit impaired ‐ ‐ ‐ ‐ ‐ ‐
(iv) Disputed Trade Receivables ‐ considered good ‐ ‐ ‐ ‐ ‐ ‐
(v) Disputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
Total 279.45 23.02 ‐ ‐ ‐ 302.47
As at March 31, 2024 (Standalone):
(i) Undisputed Trade Receivables ‐ considered good 220.54 3.50 5.02 0.66 0.54 230.24
(ii) Undisputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
(iii) Undisputed Trade Receivables ‐ credit impaired ‐ ‐ ‐ ‐ ‐ ‐
(iv) Disputed Trade Receivables ‐ considered good ‐ ‐ ‐ ‐ ‐ ‐
(v) Disputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
Total 220.54 3.50 5.02 0.66 0.54 230.24
As at March 31, 2023 (Standalone):
(i) Undisputed Trade Receivables ‐ considered good 171.47 4.70 15.77 ‐ ‐ 191.95
(ii) Undisputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
(iii) Undisputed Trade Receivables ‐ credit impaired ‐ ‐ ‐ ‐ ‐ ‐
(iv) Disputed Trade Receivables ‐ considered good ‐ ‐ ‐ ‐ ‐ ‐
(v) Disputed Trade Receivables ‐ which have significant
‐ ‐ ‐ ‐ ‐
increase in credit risk ‐
Total 171.47 4.70 15.77 ‐ ‐ 191.95
11 Current Assets: Financial Assets ‐ Cash and Cash Equivalents
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Balance with banks 8.77 21.52 12.59 10.97
Cash on hand 0.33 0.25 0.04 1.93
Total 9.10 21.77 12.63 12.90
12 Current Assets: Financial Assets ‐ Other Bank Balances
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Fixed deposits with banks with maturity less than 12 months (*) 66.45 55.01 184.86 14.09
Total 66.45 55.01 184.86 14.09
* Fixed Deposit is created as security against Letter of Credit taken and Bank Guarantee.
13 Current Assets: Financial Assets ‐ Loans
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Loans and advances:
Others
Body Corporate ‐ ‐ ‐ 0.02
Employees 2.10 2.00 ‐ ‐
Total 2.10 2.00 ‐ 0.02
426STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
14 Current Assets: Financial Assets ‐ Others
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Advances recoverable in cash 0.08 0.08 0.08 1.01
Security deposits (*) 0.77 0.77 0.52 0.39
Other Receivables 16.42 16.42 16.42
Total 17.27 17.27 17.02 1.40
* Security Deposit is towards short term lease
15 Other Current Assets
Consolidated Standalone
As at September As at March As at March As at March 31,
Particulars
30,2025 31,2025 31,2024 2023
Amount receivable as claim 2.34 2.03 2.07 ‐
Prepaid Insurance & other expenses 12.48 27.40 38.98 8.06
Prepaid IPO Expense 70.92 14.45 8.36 ‐
Advance to Notified Area Authority 0.21 0.07 2.62 ‐
Advance to Vendor 133.28 174.95 196.34 127.92
TDS receivable 17.26 4.45 5.77 4.33
TCS receivable ‐ 7.09 5.63 3.26
Balance with Tax authorities 40.27 59.98 28.31 39.95
Others ‐ 0.32 ‐ ‐
Total 276.76 290.73 288.08 183.52
427STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
16) Share Capital
A] Share capital authorized, issued, subscribed and paid up:
Consolidated Standalone
As at March 31, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars
No. of shares Amount (INR) No. of shares Amount (INR) No. of shares Amount (INR) No. of shares Amount (INR)
Authorized Share capital
Equity Share Capital of INR 2/‐ each (Refer Note A below) 325,000,000 650.00 325,000,000 650.00 325,000,000 650.00 100,000,000 200.00
650.00 650.00 650.00 200.00
Issued, subscribed & fully paid share capital
Equity Share Capital of INR 2/‐ each (Refer Note A below) 225,976,750 451.95 225,976,750 451.95 225,976,750 451.95 75,000,000 150.00
Total 451.95 451.95 451.95 150.00
Note A:
‐ In F.Y. 2023‐24, pursuant to the Resolution of the members passed at the Annual General Meeting of the Holding Company held on 29th September, 2023, the Board of Directors of the Company allotted 15,00,00,000 Bonus Equity Shares of Rs. 2/‐
each to those shareholders whose names appear in the Register of Members of the Holding Company as on Record date i.e., 04/10/2023 in the ratio of 2 (Two) Bonus shares for every 1 (One) Equity Share.
‐In F.Y. 2023‐24, the Authorised share capital of the Holding Company increased from Rs. 20,00,00,000/‐ (Rupees Twenty crore) to Rs. 45,00,00,000/‐ (Rupees Forty‐Five Crores) equity shares of Rs. 2/‐ (Rupees Two) each ranking pari passu with the
existing equity shares of the holding company for dividend rights, winding up rights or any other rights thereof.
‐ In F.Y. 2023‐24, pursuant to the Resolution of the members passed at the Extra Ordinary General Meeting of the Holding Company held on 24th March,2024, the Board of Directors of the Holding Company allotted 9,76,750 Equity Shares having
face value of Rs. 2/‐ each at premium of Rs. 198/‐ each on private placement basis.
B] The reconciliation of the numbers of shares outstanding
Consolidated Standalone
Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Equity Shares at the beginning of the year/ period 225,976,750 225,976,750 75,000,000 3,000,000
Add: Equity Share Issue (Refer Note A above) ‐ ‐ 150,976,750 72,000,000
Less: Equity Share bought back ‐ ‐ ‐ ‐
Equity Shares at the end of the year/ period 225,976,750 225,976,750 225,976,750 75,000,000
C] Rights, preferences and restrictions attached to shares
Equity shares: There is only one class of Equity Shares having a par value of Rs.2. Each holder of equity shares is entitled to one vote per share held and is entitled to dividend, if declared at the Annual General Meeting. In the event of liquidation of
the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
D] List of shares holders who are holding more than 5 % Equity Shares of the company
Consolidated Standalone
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of Shareholder
No. of Shares % of shareholding No. of Shares % of shareholding No. of Shares % of shareholding No. of Shares % of shareholding
Vishal Sanwarprasad Budhia 202,500,000 89.61% 202,500,000 89.61% 202,500,000 89.61% 71,050,000 94.73%
E] shares in the preceding five years allotted as fully paid up without payment being received in cash / bonus shares / bought back
Consolidated Standalone
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(A) Aggregate number and class of shares allotted as fully paid‐up
pursuant to contract(s) without payment being received in cash. ‐ ‐ ‐ ‐
(B) Aggregate number and class of shares allotted as fully paid‐up by
way of bonus shares. (Paid up value of Rs. 2 Each) ‐ ‐ 150,000,000 60,000,000
(C) Aggregate number and class of shares bought back. ‐ ‐ ‐ ‐
428STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
F] Disclosure of Share Holding of Promoters and promoters group
As at September 30, 2025 (Consolidated)
Name of Shareholder % Change during the
No. of Shares % of shareholding
period
Promoters
Vishal Sanwarprasad Budhia 202,500,000 89.61% 0.00%
Ritu Budhia 300 0.00% 0.00%
VSB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 8,010,425 3.54% 0.00%
Vishal Budhia)
Budhia Business Trust (Trustee: Vishal Sanwarprasad Budhia and 6,387,000 2.83% 0.00%
Ritu Vishal Budhia)
VB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 4,263,000 1.89% 0.00%
Vishal Budhia)
Promoter Group
Sanwarprasad Ramkumar Budhia 100 0.00% 0.00%
Budhia Kumaresh Sanwarprasad 900,750 0.40% 0.00%
Pushpadevi Sanwarprasad Budhia 750 0.00% 0.00%
Sangeeta Gaurav Parasrampuria 50,000 0.02% ‐
Kamal Yogesh Agarawal 900,750 0.40% 0.00%
As at March 31, 2025 (Consolidated)
Name of Shareholder % Change during the
No. of Shares % of shareholding
period
Promoters
Vishal Sanwarprasad Budhia 202,500,000 89.61% 0.00%
Ritu Budhia 300 0.00% 0.00%
VSB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 8,010,425 3.54% 0.00%
Vishal Budhia)
Budhia Business Trust (Trustee: Vishal Sanwarprasad Budhia and 6,387,000 2.83% 0.00%
Ritu Vishal Budhia)
VB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 4,263,000 1.89% 0.00%
Vishal Budhia)
Promoter Group
Sanwarprasad Ramkumar Budhia 100 0.00% 0.00%
Budhia Kumaresh Sanwarprasad 900,750 0.40% 0.00%
Pushpadevi Sanwarprasad Budhia 750 0.00% 0.00%
Sangeeta Gaurav Parasrampuria 50,000 0.02% ‐
Kamal Yogesh Agarawal 900,750 0.40% 0.00%
As at March 31, 2024 (Standalone)
Name of Shareholder % Change during the
No. of Shares % of shareholding
year
Promoters
Vishal Sanwarprasad Budhia* 202,500,000 89.61% 185.01%
Ritu Budhia* 300 0.00% ‐99.98%
VSB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 8,010,425 3.54% ‐
Vishal Budhia)
Budhia Business Trust (Trustee: Vishal Sanwarprasad Budhia and 6,387,000 2.83% ‐
Ritu Vishal Budhia)
VB Business Trust (Trustee: Vishal Sanwarprasad Budhia and Ritu 4,263,000 1.89% ‐
Vishal Budhia)
Promoter Group
Sanwarprasad Ramkumar Budhia* 100 0.00% ‐99.99%
Budhia Kumaresh Sanwarprasad* 900,750 0.40% 200.00%
Pushpadevi Sanwarprasad Budhia* 750 0.00% 200.00%
Kamal Yogesh Agarawal* 900,750 0.40% 200.00%
*Pursuant to the Resolution of the members passed at the Annual General Meeting of the Company held on 29th September, 2023, the
Board of Directors of the Company allotted 15,00,00,000 Bonus Equity Shares of Rs. 2/‐ each to those shareholders whose names appear in
the Register of Members of the Company as on Record date i.e., 4/10/2023 in the ratio of 2 (Two) Bonus shares for every 1 (One) Equity
Share.
As at March 31, 2023 (Standalone)
Name of Shareholder % Change during the
No. of Shares % of shareholding
year
Promoters
Vishal Sanwarprasad Budhia^ 71,050,000 94.73% 400.00%
Ritu Budhia^ 1,614,000 2.15% 279.94%
Promoter Group
Sanwarprasad Ramkumar Budhia^ 1,056,275 1.41% 491.29%
Budhia Kumaresh Sanwarprasad^ 300,250 0.40% 400.00%
Pushpadevi Sanwarprasad Budhia^ 250 0.00% 400.00%
Kamal Yogesh Agarawal^ 300,250 0.40% 400.00%
^ 1. Approval of the members of the company accorded in AGM dated 30/09/2022 for sub‐division of 1 (One) Equity Share of the Company
having Face Value of Rs. 10/‐ each (Rupees Ten) into 5 (Five) Equity Shares having Face Value of Rs. 2/‐ (Rupee Two) each.
2. Pursuant to the Resolution of the members passed at the Annual General Meeting of the Company held on 30th September, 2022, the
Board of Directors of the Company allotted 6,00,00,000 Bonus Equity Shares of Rs. 2/‐ each to those shareholders whose names appear in
the Register of Members of the Company as on Record date i.e., 31/10/2022 in the ratio of 4 (Four) Bonus shares for every 1 (One) Equity
Share.
429STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
17) Other Equity
For the period ended September 30, 2025 (Consolidated)
Reserves and Surplus Other Comprehensive income
Particulars Total Equity
Remeasurement of Net
Retained Earnings Securities Premium Share based payment reserve
Defined benefit Asset/ Liability
Balance as at April 1,2025 702.56 165.80 4.96 (0.82) 872.49
Profit after tax for the Period 130.85 ‐ ‐ ‐ 130.85
Bonus Issue ‐ ‐ ‐ ‐ ‐
Other Comprehensive Income for the Period ‐ ‐ ‐ 0.12 0.12
Recognition of share based payment ‐ ‐ 12.21 ‐ 12.21
Debenture Redemption ‐ ‐ ‐ ‐ ‐
Balance as at September 30, 2025 833.40 165.80 17.17 (0.70) 1,015.67
For the year ended March 31, 2025 (Consolidated)
Reserves and Surplus Other Comprehensive income
Particulars Total Equity
Remeasurement of Net
Retained Earnings Securities Premium Share based payment reserve
Defined benefit Asset/ Liability
Balance as at April 1,2024 390.97 193.40 ‐ (0.87) 583.49
Profit after tax for the year 311.61 ‐ ‐ ‐ 311.61
Bonus Issue ‐ ‐ ‐ ‐ ‐
Addition due to consolidation (0.02) ‐ ‐ ‐ (0.02)
Other Comprehensive Income for the year ‐ ‐ ‐ 0.05 0.05
Recognition of share based payment ‐ ‐ 4.96 ‐ 4.96
Debenture Redemption ‐ (27.60) ‐ (27.60)
Balance as at March 31, 2025 702.56 165.80 4.96 (0.82) 872.49
For the year ended March 31, 2024 (Standalone)
Reserves and Surplus Other Comprehensive income
Particulars Remeasurement of Net Defined Total Equity
Retained Earnings Securities Premium
benefit Asset/ Liability
Balance as at April 1,2023 419.11 ‐ (0.69) 418.42
Profit after tax for the year 271.86 ‐ ‐ 271.86
Bonus Issue (300.00) ‐ ‐ (300.00)
Other Comprehensive Income for the year ‐ ‐ (0.19) (0.19)
Securities premium ‐ 193.40 ‐ 193.40
Balance as at March 31, 2024 390.97 193.40 (0.87) 583.49
For the year ended March 31, 2023 (Standalone)
Reserves and Surplus Other Comprehensive income
Particulars Remeasurement of Net Defined Total Equity
Retained Earnings Securities Premium
benefit Asset/ Liability
Balance as at April 1,2022 205.12 ‐ ‐ 205.12
Profit after tax for the year 333.99 ‐ ‐ 333.99
Bonus Issue (120.00) ‐ ‐ (120.00)
Other Comprehensive Income for the year ‐ ‐ (0.69) (0.69)
Securities premium ‐ ‐ ‐ ‐
Balance as at March 31, 2023 (Restated) 419.11 ‐ (0.69) 418.42
430STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
18 Non‐Current Liabilities: Financial Liabilities‐ ROU Liabilities
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Deferred Deposit from Customers (*) and (**) 0.06 0.06 0.75 1.74
0.06 0.06 0.75 1.74
* In accordance with Ind AS 109‐Financial Instruments, the amount of interest free deposit for steam obtained from customer are valued at amortised cost with market rate of
interest at 7.30% per annum considered as per historical rate of State Bank of India as on September 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023 respectively;
unless Deposit is repayable on Demand.
For the deposits on the date of transition, company has used 3 years MCLR at 7.70%, to value it at amortised cost.
** Deposits received for Supply of Steam are repayable after the period determined as per agreed terms subsequent to the date, Supply of Steam is commenced.
19 Non‐Current Liabilities: Financial liabilities‐Borrowings
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Secured at Amortised cost:
(Refer Annexure A for terms of securities and details)
Term loan from Banks 464.29 588.58 208.99 264.98
Term loan from Other companies ‐ ‐ ‐ ‐
Vehicle Loan from Bank 8.10 7.21 4.22 9.04
Loan from NBFC 58.24 92.75 77.96 111.81
Non Convertible Debentures 300.33 300.33 676.95 ‐
‐
Unsecured at Amortised cost:
From Banks:
Term Loan From Bank ‐ ‐ ‐ 0.73
From Others:
From Body corporate ‐ ‐ 12.21 11.00
Total 830.95 988.87 980.34 397.56
20 Non Current liabilities: Other Financial Liabilities
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Security Deposit for steam(*) and (**) 99.43 79.07 79.20 44.63
Total 99.43 79.07 79.20 44.63
Note *
As per Ind AS 109‐Financial Instruments, the amount of interest free deposit for steam obtained from customer are valued at amortised cost with market rate of interest at
7.30% per annum considered as per historical rate of State Bank of India as on September 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023 unless Deposit is
repayable on Demand.
For the deposits on the date of transition, company has used 3 years MCLR at 7.70%, to value it at amortised cost.
Note **
Deposits received for Supply of Steam are repayable as per agreed terms with the customer.
431STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
21) Deferred Taxes
I. Deferred tax balances
Consolidated Standalone
As at September As at March As at March As at March
Particulars
30, 2025 31, 2025 31, 2024 31, 2023
Deferred tax liabilities (Net) 157.43 134.42 120.65 58.52
Loss and depreciation carry‐forwards and tax credits ‐ Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available
against which the deductible temporary differences, unused tax losses, depreciation carry‐forwards and unused tax credits could be utilized.
II. Deferred tax movement during the year/ period ended
Consolidated Standalone
September 30, March 31,
Particulars March 31, 2025 March 31, 2023
2025 2024
Deferred Tax Asset/(Liability), at the beginning (134.42) (120.65) (58.52) (46.84)
Add : Deferred Tax Asset/(Liability) on timing differences (23.01) (13.77) (62.13) ( 11.68)
Net Deferred Tax Asset/(Liability), at the end (157.43) (134.42) (120.65) ( 58.52)
Provision for Deferred Tax Liability/(Asset) 23.01 13.77 62.13 11.68
III. Income tax recognised in other comprehensive income
Consolidated Standalone
For the year/ period ended
Particulars September 30, March 31, March 31, March 31,
2025 2025 2024 2023
Deferred tax on:
Re‐measurement of defined benefit obligation (Items that will not be reclassified to profit and (0.04) ( 0.02) 0.06 0.37
loss)
IV. Analysis of the deferred tax asset / (liabilities) presented in
Opening Recognised in Profit and loss Closing
As At September 30, 2025 (Consolidated) Recognised in OCI (net)
balances (net) balances
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets (146.32) (24.01) ‐ (170.32)
Borrowings (2.01) 0.44 ‐ (1.57)
Employee Benefit Expense ‐ 0.04 (0.04) ‐
Trade Payables (2.97) 2.97 ‐ 0.00
Deferred tax liabilities (151.29) (20.56) (0.04) (171.89)
Tax effect of items constituting deferred tax assets:
Lease Liability 10.66 (6.19) ‐ 4.47
Security Deposit 3.68 0.72 ‐ 4.40
Non Convertible Debenture 0.08 ‐ ‐ 0.08
Employee Stock Options 1 .25 3.07 ‐ 4.32
Provision for expected credit loss 1.20 (0.01) ‐ 1.19
Deferred tax assets 1 6.87 (2.41) ‐ 14.46
Net deferred tax (liabilities)/ assets ( 134.42) (22.97) (0.04) (157.43)
Opening Recognised in Profit and loss Closing
As At March 31, 2025 (Consolidated) Recognised in OCI (net)
balances (net) balances
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets (102.43) (43.89) ‐ (146.32)
Borrowings (1.44) (0.57) ‐ (2.01)
Employee Benefit Expense ‐ ‐ ‐ ‐
Trade Payables (2.37) (0.59) ‐ (2.97)
Deferred tax liabilities (106.24) (45.05) ‐ (151.29)
Tax effect of items constituting deferred tax assets:
Lease Liability (14.89) 25.55 ‐ 10.66
Security Deposit (0.22) 3.91 ‐ 3.68
Non Convertible Debenture 0.70 (0.62) ‐ 0.08
Employee Stock Options ‐ 1.25 ‐ 1.25
Provision for expected credit loss ‐ 1.20 ‐ 1.20
Deferred tax assets ( 14.41) 31.28 ‐ 16.87
Net deferred tax (liabilities)/ assets ( 120.65) (13.77) ‐ (134.42)
432STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
21) Deferred Taxes
Opening Recognised in Profit and loss Closing
As At March 31, 2024 (Standalone) Recognised in OCI (net)
balances (net) balances
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets (64.61) (37.82) ‐ (102.43)
Borrowings (0.94) (0.50) ‐ (1.44)
Employee Benefit Expense ‐ (0.06) 0.06 ‐
Trade Payables ‐ (2.37) ‐ (2.37)
Deferred tax liabilities (65.54) (40.76) 0.06 (106.24)
Tax effect of items constituting deferred tax assets:
Tax losses carried forward ‐ ‐ ‐ ‐
Lease Liability 6 .07 (20.97) ‐ (14.89)
Security Deposit 0.95 (1.17) ‐ (0.22)
Non Convertible Debenture ‐ 0.70 ‐ 0.70
Deferred tax assets 7.02 (21.43) ‐ (14.41)
Net deferred tax (liabilities)/ assets ( 58.52) (62.19) 0.06 (120.65)
Opening Recognised in Profit and loss Closing
As At March 31, 2023 (Standalone) Recognised in OCI (net)
balances (net) balances
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets (46.33) (18.28) ‐ (64.61)
Borrowings (0.86) (0.08) ‐ (0.94)
Employee Benefit Expense ‐ (0.37) 0.37 ‐
Deferred tax liabilities (47.18) (18.73) 0.37 (65.54)
Tax effect of items constituting deferred tax assets:
Tax losses carried forward 0.07 (0.07) ‐ 0.00
Lease Liability (1.19) 7.26 ‐ 6.07
Security Deposit 1.47 (0.52) ‐ 0.95
Deferred tax assets 0.35 6.67 ‐ 7.02
Net deferred tax (liabilities)/ assets ( 46.84) (12.05) 0.37 (58.52)
433STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
22 Current Liabilities: Financial Liabilities ‐ Borrowings
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Secured ‐ At Amortised cost:
(Refer Annexure A for terms of securities and details)
Letter of Credit from Banks 324.96 374.24 326.89 210.09
Bank overdraft 45.21 220.78 176.14 164.71
Working Capital Loans from Banks and NBFCs 209.00 200.00 200.00 205.97
Purchase Bill Discounting 27.54 85.66 ‐ ‐
Unsecured:
From Banks:
Credit Cards 63.11 19.73 3.15 4.39
From Others:
Body Corporates(*) 233.35 ‐ ‐ ‐
Purchase financing 37.05 47.02 ‐ ‐
Current maturities of Long‐term Borrowings:
Secured borrowings 394.79 293.17 339.83 72.51
Unsecured borrowings ‐ ‐ 0.71 4.19
Total 1,335.02 1,240.60 1,046.72 661.85
* Loans are repayable on demand.
434STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
1) Axis Bank Limited
(i) Working Capital Limits of INR 400 million
a. Non fund based sub limit of INR 310 million LC Commision 12 months * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
‐ Letter of Credit 0.55% p.a., BG Fess way of hypothication, both present and future.
1.25% p.a.
* First pari passu charge by way of equitable mortgage/registered mortgage on:
b. fund based sub limit of INR 90 million 8% 12 months 1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
‐ Overdraft facility 2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Ritu Vishal Budhia
2. Vishal Sanwarprasad Budhia
3. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
435STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
2) Axis Finance Limited
(i) Term Loan with Sanctioned Loan amount of INR 188 11.35% 84 equal * First pari passu charge on current assets and movable fixed assets of the Company by way of hypothication,
million months both present and future.
* First pari passu charge by way of equitable mortgage/registered mortgage on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
* Corporate Guarrantee of
1.Sanjoo Dyeing & Printing Mills Private Limited
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
* Personal Guarrantee of Promoters
3) Bajaj Finance Limited
(i) Term Loan with Sanctioned amount of INR 100 million 11.85% 5 years * First Pari‐passu charge on current assets, movable fixed assets and 5 immovable properties to the extent of
1.25x times.
First pari‐passu charge on the immoveable fixed assets located at:
1. Plot No. 510, 511 and 512, Panoli GIDC, Bharuch, Gujarat owned by Steamhouse India Limited
2. Plot No. E‐136, MIDC, Tarapur, Thane owned by Steamhouse India Limited
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin owned by Sanjoo Dyeing and Printing Mills Private
limited
4. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat owned by Sanjoo Prints Private Limited
5. Block no. 198A/ 1988, Kim Mandavi Road, Karanj owned by Sanjoo filarnents Private Limited.
(ii) Working Capital Loan with sanction amount of INR 200 10.00% 12 months
million * Security cheques for the facility amount.
* Demand Promissory Note and Letter of Continuity.
Security cover shall be minimum of 1.25x times during the tenor of the facility.
436STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
4) Federal Bank Limited
(i) Term Loan with Sanctioned amount of INR 260 million 8.20% 66 months * First pari passu charge on current assets and movable fixed assets of the Company by way of hypothecation,
both present and future.
(ii) Bank Guarantee with facility limit of INR 70 million 0.75% P.A 12 months
* First pari passu charge by way of equitable mortgage/registered mortgage on:
(iii) Fixed Deposit Overdraft of INR 0.2 milion FD rate +1 % 12 months 1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
* Corporate Guarrantee of
1.Sanjoo Dyeing & Printing Mills Private Limited
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
* Personal Guarrantee of Promoters
437STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
5)Hdfc Bank Limited
(i) Term Loan with sanction amount INR 75 million 8.70% 91 months * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
way of hypothication, both present and future.
* Secondary Collateral on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Mrs. Ritu Vishal Budhia
2. Mr. Vishal Sanwarprasad Budhia
3. Mr. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
438STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
(ii) Term Loan with sanction amount INR 90 million 8.70% 91 months * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
way of hypothication, both present and future.
* Secondary Collateral on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Ritu Vishal Budhia
2. Vishal Sanwarprasad Budhia
3. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
439STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
(iii) Cash Credit Facility of INR 0.50 millions 8.72% p.a. linked to Repayable * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
Repo 3 M on Demand way of hypothication, both present and future.
* Secondary Collateral on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Ritu Vishal Budhia
2. Vishal Sanwarprasad Budhia
3. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
440STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
(iv) Cash Credit Facility of INR 0.50 millions 8.22% p.a. linked to Repayable * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
Repo 3 M on Demand way of hypothication, both present and future.
* Secondary Collateral on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Ritu Vishal Budhia
2. Vishal Sanwarprasad Budhia
3. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
441STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
(v) Term Loan with sanction amount of INR 450 million 8.70% 78 months * Primary Security by way of pari passu charge on current assets and movable fixed assets of the Company by
way of hypothication, both present and future.
* Secondary Collateral on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
Personal Guarantee of:
1. Mrs. Ritu Vishal Budhia
2. Mr. Vishal Sanwarprasad Budhia
3. Mr. Sanwarprasad Budhia
Corporate Guarantee of:
1. Sanjoo Dyeing and Printing Mills Pvt. Ltd.
2. Sanjoo Prints Pvt. Ltd.
3. Sanjoo Filaments Pvt. Ltd
442STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
6) Yes Bank Limited
(i) Working capital limit of INR 200 million
a. Fund Based sub limit of INR 100 million 8.29% 12 months *Exclusive charge on the immoveable fixed assets located at:
‐Overdraft Facility
b .Non Fund Based Sub limit of INR 100 million Commission of 0.65% 12 months 1. RS No. 360/P, 361/P, 338/P, 337/A/P, Canal 362/B, Paikee Industrial Plot No‐ 680/2, Jhagadia GIDC Industrial Estate,
‐ Letter of Credit Facility Taluka Jhagadia, Bharuch
c.Term Loan with sanction amount of INR 295.7 million 8.14% 12 months
*Personal Gurantee of
1.Ritu Budhia
2.Vishal Sanwarprasad Budhia
3.Budhiya Sanwarnprasad
*Corporate Guarantee of
1. Sanjoo Dyeing & Printing Mills Private Limited,
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
443STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
7) SBM Bank (India) Limited
(i)Term Loan with Facility amount of INR 300 millions 10.60% 46 months * First charge on Pari passu basis on entire movable fixed assets of the Co. both present and future along with other
member Banks.
First charge on Pari passu basis on below mentioned immovable properties :
1. Plot No. 510, 511 and 512, Panoli GIDC, Bharuch, Gujarat owned by Steamhouse India Limited
2. Plot No. E‐136, MIDC, Tarapur, Thane owned by Steamhouse India Limited
3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin owned by Sanjoo Dyeing and Printing Mills Private limited
4. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat owned by Sanjoo Prints Private Limited
5. Block no. 198A/ 1988, Kim Mandavi Road, Karanj owned by Sanjoo filarnents Private Limited.
*Personal Gurantee of
1.Ritu Budhia
2.Vishal Sanwarprasad Budhia
3.Budhiya Sanwarnprasad
*Corporate Guarantee of
1. Sanjoo Dyeing & Printing Mills Private Limited,
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
444STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
8) Bandhan Bank Limited
(i) Working Capital limit of INR 400 million
a. Fund Based Sub Limit of INR 50 million 8.25% On demand * First pari passu charge on current assets of the Company by way of hypothication, both present and future.
‐ Overdraft Facility amount of INR 50 million
* First pari passu charge by way of equitable mortgage/registered mortgage on:
1. Block No. 198A/198B, Kim Mandavi Road, Karanj, Surat
b. Non Fund Based Sub limit of INR 350million 0.75% p.a plus 18 Months 2. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat
‐Bank Guarantee facility limit of INR 350 million applicable taxes 3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin, Gujarat
4. Plot No 510, 511, 512 Panoli GIDC, Bharuch, Gujarat‐ 394 115
5. Plot No E‐136, MIDC, Tarapur, Dist ‐ Thane, Maharashtra 401 506
* 10% cash Margin for BG facility.
* Corporate Guarrantee of
1.Sanjoo Dyeing & Printing Mills Private Limited
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
* Personal Guarrantee of
1.Ritu Budhia
2.Vishal Sanwarprasad Budhia
3.budhiya Sanwarnprasad
445STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
9) Ascertis Credit (Previously know as Barings Private Equity Asia)
(i) Non Convertible Debenture IRR of 16.08 % 60 months The Facility shall be secured by:
• Exclusfve pledge over 75.1% shareholding of Issuer ("Pledged Shares"), on a fully diluted basis;
• Residual charge over all fixed assets and current assets of the Issuer;
• Exclusive charge over the ISRA and balances;
• Exclusive charge over the Issuer Escrow Account and balances therein; and
• Personal Guarantee of the Personal Guarantors; however, personal guarantee of Mr. Sanwar Prasad Budhia shall be
released once all other lenders to the Issuer have released his guarantee and no Event of Default is subsisting
10) RBL Bank Limited
(i) Term Loan with sanction amount INR 300 million 8.95% * Primary security ‐First pari passu charge on entire current assets of the company both present and future with other
(ii) Overdraft ( Sublimit of LC) with sanction amount of INR 10 FCY : To be decided working capital lenders under multiple bank arrangement.
million by the lender at the
time of each * Collateral Security‐ First charge on Pari passu basis on below mentioned immovable properties :
reimbursement 1. Plot No. 510, 511 and 512, Panoli GIDC, Bharuch, Gujarat owned by Steamhouse India Limited
(iii) Letter of credit with sanction amount of INR 50 million 0.75% p.a. plus 2. Plot No. E‐136, MIDC, Tarapur, Thane owned by Steamhouse India Limited
applicable taxes 3. Plot No. 8108/1, Sachin Industrial Estate, GIDC, Sachin owned by Sanjoo Dyeing and Printing Mills Private Limited
4. Plot No. 291, Sachin Industrial Estate, GIDC, Sachin, Gujarat owned by Sanjoo Prints Private Limited
5. Block no. 198A/ 1988, Kim Mandavi Road, Karanj owned by Sanjoo filarnents Private Limited
6. RS No. 360/P, 361/P, 338/P, 337/A/P, Canal 362/B, Paikee Industrial Plot No‐ 680/2, Jhagadia GIDC Industrial Estate,
Taluka Jhagadia, Bharuch
* Personal Guarrantee of
1.Ritu Budhia
2.Vishal Sanwarprasad Budhia
3.Budhiya Sanwarnprasad
* Corporate Guarrantee of
1. Sanjoo Dyeing & Printing Mills Private Limited
2. Sanjoo Prints Private Limited
3. Sanjoo Filaments Private Limited
446STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Annexure A ‐ Security, repayment and pricing details for the period ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023( To be read with Note 19 and 22)
Particulars Rate of Interest* Tenure Terms of Security
11) HDFC Bank Limited
(i) Auto Loan with sanction amount INR 1.01 million 7.50% 48 months Secured against Car
(ii)Auto Loan with sanction amount INR 3.30 million 8.76% 39 months
(iii) Auto loan with sanction amount INR 2.88 million 9.14% 37 months
(iv) Auto loan with sanction amount INR 7.65 million 9.15% 60 months
(v) Auto loan with sanction amount INR 2.55 million 9.14% 60 months
(vi) Auto loan with sanction amount INR 2.55 million 8.95% 60 months
12) Daimler Financial Services Private Limited
(i) Auto loan with sanction amount INR 5.60 million 6.72% 60 months
13) Kisetsu Saison Finance (india) Pvt Ltd
(i) Term Loan Facility with sanction amount of INR 150 million 12.25% 15 months * 25% Cash Margin (pro‐rata basis to be reviewed semi‐annually) in the form of fixed deposit which shall be lien marked in
14) Oxyzo Financial Services Pvt Ltd
(i) Dropline loan PF with sanction amount INR 70 million 14.25% 18 months ‐
*Rates are taken as on September 30, 2025.
447STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
23 Current Liabilities: Financial Liabilities ‐ Trade Payables
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Due to Micro and Small Enterprises: (*)
For Goods 1.25 1.42 8.07 ‐
For Expenses & services 27.32 27.96 7.42 5.93
Total 28.57 29.38 15.49 5.93
Due to other than Micro and Small Enterprises:
For Goods 1,001.28 715.76 296.81 146.21
For Expenses & services 42.16 35.22 52.51 65.02
Total 1,043.44 750.98 349.32 211.22
Total 1,072.01 780.36 364.81 217.15
(*) Due to Micro and Small enterprises‐ As per Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Principal amount remaining unpaid to any supplier as at the end of the year 23.95 26.70 15.49 5.93
Amount of interest due remaining unpaid to any supplier as at the end of the year 4.62 2.68 ‐ ‐
Amount of interest paid under MSMED Act, 2006 along with the amount of the
‐ ‐ ‐ ‐
payment made to the suppliers beyond the appointed day during the year
Amount of interest due and payable for the year of delay in making payment
‐ ‐ ‐ ‐
(where the principal has been paid but interest under MSMED Act, 2006 not paid)
Amount of interest accrued and remaining unpaid at the end of year ‐ ‐ ‐ ‐
Amount of further interest remaining due and payable even in the succeeding year ‐ ‐ ‐ ‐
448STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Trade Payables Ageing Schedule
Outstanding for following periods from due date of payment
Particulars Total
Less than 1 year 1‐2 years 2‐3 years More than 3 years
As at September 30, 2025 (Consolidated):
(i) MSME 26.80 0.53 1.24 ‐ 28.57
(ii) Others 1,032.71 3.68 7.05 ‐ 1,043.44
(iii) Disputed Dues ‐ MSME ‐ ‐ ‐ ‐ ‐
(iv) Disputed Dues ‐ Others ‐ ‐ ‐ ‐ ‐
Total 1,059.51 4.21 8.29 ‐ 1,072.01
As at March 31, 2025 (Consolidated):
(i) MSME 28.14 ‐ 1.24 ‐ 29.38
(ii) Others 750.02 0.95 ‐ ‐ 750.97
(iii) Disputed Dues ‐ MSME ‐ ‐ ‐ ‐ ‐
(iv) Disputed Dues ‐ Others ‐ ‐ ‐ ‐ ‐
Total 778.16 0.95 1.24 ‐ 780.35
As at March 31, 2024 (Standalone):
(i) MSME 14.21 1.28 ‐ ‐ 15.49
(ii) Others 341.48 5.25 1.94 0.01 348.67
(iii) Disputed Dues ‐ MSME ‐ ‐ ‐ ‐ ‐
(iv) Disputed Dues ‐ Others ‐ ‐ ‐ ‐ ‐
Total 355.69 6.53 1 .94 0 .01 364.16
As at March 31, 2023 (Standalone):
(i) MSME 5 .75 ‐ 0.17 ‐ 5.93
(ii) Others 209.65 1.52 0.05 ‐ 211.22
(iii) Disputed Dues ‐ MSME ‐ ‐ ‐ ‐ ‐
(iv) Disputed Dues ‐ Others ‐ ‐ ‐ ‐ ‐
Total 215.40 1.52 0 .22 ‐ 217.15
24 Current liabilities: Other financial liabilities
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
TDS/TCS payable 3.62 2.37 3.76 3.89
Security deposits from customers 32.24 31.76 77.22 73.31
Total 35.86 34.13 80.98 77.21
25 Current Liabilities‐ Provisions
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Provision for Employee Benefits:
Salary & Reimbursements 8.77 7.56 6.94 5.13
Contribution to PF/ESI/PT 0.58 0.46 0.34 0.32
Employee Group Gratuity Scheme Fund (Net) ‐ ‐ ‐ 0.61
Provision for expenses 6.34 7.07 6.53 8.55
Other Provisions ‐ 1.10 ‐ ‐
PT Payable 0.08 0.07 0.07 ‐
Total 15.76 16.26 13.88 14.61
449STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
26 Other Current Liabilities
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Creditor for Capital Goods 264.63 252.13 113.18 81.16
Tax payable (Net) ‐ ‐ ‐ 50.24
Advance from Debtors 46.67 40.79 28.46 2.18
Total 311.31 292.92 141.63 133.58
27 Current Tax Liabilities (Net)
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2024
2025 2025 2023
Provision for Income Tax 74.29 60.17 88.37 97.73
Total 74.29 60.17 88.37 97.73
Consolidated Standalone
Reconciliation of Income Tax Provision provided for the current financial year/ As at September 30, As at March 31, As at March 31,
As at March 31, 2024
period: 2025 2025 2023
Income tax recognised in statement of Profit and loss
Current tax 14.12 60.17 88.37 97.73
Deferred Tax
[ A ] Profit before tax during the year/ period 162.72 389.77 436.19 447.01
Rate of taxation 25.168% 25.168% 25.168% 25.168%
Computed Tax expense 40.95 98.10 109.78 112.50
Tax effect of :
Gain/(loss) on remeasurements of the defined benefits plan ‐ ‐ ‐ ‐
Effective portion of gain/(loss) on hedging instruments in a cash flow hedge ‐ ‐ ‐ ‐
Other Adjustment ( 26.83) (37.92) (21.41) (14.78)
Amount of Tax Provision on [ A ] 14.12 60.17 88.37 97.73
450STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
28 Contingent Liabilities and Capital Commitments:
Consolidated Standalone
As at September 30, As at March 31, As at March 31,
Particulars As at March 31, 2025
2025 2024 2023
Contingent Liabilities
In Respect of:
‐ GST ‐ 0.37 ‐ ‐
‐ Litigations under Income Tax 0.01 0.01 0.32 ‐
‐ Order of Superintendent of Stamps 35.77 8.68 ‐ ‐
‐ Bank Guarantee 72.47 67.57 44.04 43.00
Total Contingent Liabilities 108.25 76.62 44.36 43.00
Capital Commitments
‐ Estimated amount of contracts remaining to be executed for
purchase of property, plant & equipments and not provided for 916.00 1,050.00 1,308.00 1,440.00
Total Capial Commitments 916.00 1,050.00 1,308.00 1,440.00
451STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
29 Revenue from Operations
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from ‐ Sale of products:
Sale of Steam 1,697.77 3,171.78 2,893.67 2,886.01
Sale of Nitrogen Gas 3.01 0.90 ‐
Sale of Coal 670.99 762.45 0.19 263.44
Sales ‐ Others 12.41 15.93 23.24 5.94
Total 2,384.17 3,951.06 2,917.10 3,155.39
30 Other Income
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest Income from Bank Fixed deposits
2.83 9.26 7.57 1.72
Interest Income from Others 5.27 3.80 1.81 0.03
Interest Income on lease deposits 0.68 1.42 1.72 1.10
Amortisation of Prepaid Deposit ‐ 0.69 0.99 1.12
Profit on sale of assets ‐ 14.71 ‐ ‐
Gain and loss on remeasurement of financial Liability ‐ 1.05 ‐ ‐
Exchange Gain /(Loss) resultant from the transaction
2.29 0.52 0.76 5.59
/translation
Other Income 0.83 2.20 0.35 0.35
Balances written Back ‐ 0.58 1.26 ‐
Total 13.16 34.23 14.46 10.97
31 Cost of Materials Consumed
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cost of Materials Consumed
Opening stock of material 449.61 462.27 83.18 27.12
Add: Purchases during the year 731.96 1,513.85 2,153.70 1,904.41
1,181.57 1,976.11 2,236.88 1,931.53
Less: Closing stock of material (214.93) (448.03) (462.27) (83.18)
Total 966.64 1,528.08 1,774.61 1,848.35
32 Purchase of Stock‐in‐Trade
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Coal (*) 608.46 771.34 0.19 418.93
Steam 298.88 539.10 0.01 ‐
Others 4.47 11.26 21.42 6.04
Total 911.80 1,321.70 21.62 424.98
(*) Coal Purchased is mainly used for the production of steam. However, it is also sold in the market by the Group. Due to uncertainty with respect to the
quantity of coal to be held for sale, the Group have shown stock of coal under closing stock of coal.
33Changes in Inventories of Finished Goods, Work‐in‐Progress and Stock‐in‐Trade
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening Stock 11.40 ‐ ‐ ‐
Less: Closing stock 94.23 11.40 ‐ ‐
Total (82.82) (11.40) ‐ ‐
452STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
34 Employee Benefits Expense
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Salaries and wages 50.69 81.26 66.70 53.23
Contribution to and provision for:
Provident and other funds 1.09 1.82 1.78 1.12
Retirement benefit (including contribution to Group
1.15 1.93 1.60 1.77
Gratuity) [Refer Note No. 47]
Share based payment expenses [Refer Note No. 45] 12.21 4.96 ‐ ‐
Staff welfare expenses 2.50 4.78 6.73 2.28
Director's Remunaration 4.03 3.09 2.18 1.98
Total 71.66 97.84 78.99 60.39
35 Finance Costs
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest Expenses (**) 57.58 103.89 75.09 53.48
Other Borrowing cost 4.35 8.38 4.13 1.46
Finance charges ‐ Interest on lease 20.68 37.39 26.80 14.01
LC commitment charges 25.78 56.23 41.15 19.36
Interest on Debentures ‐ 2.48 26.55 ‐
Interest on Steam Deposit ‐ 0.52 1.00 1.22
Interest on late payment to Micro and Small enterprises
2.03 2.68 ‐ ‐
Applicable loss on foreign currency transactions and
‐ ‐ ‐ ‐
translation
Interest on TDS ‐ ‐ 0.14 0.33
Interest on GST ‐ ‐ 0.81 0.08
Interest on income tax ‐ 10.23 11.12 3.32
Total 110.43 221.80 186.78 93.25
** In accordance with Ind AS 109 "Financial Instruments" and IND AS 113 "Fair Value Measurements", term loans borrowed from banks are financial
instruments and accordingly the processing fee paid on bank loans is valued at fair valuation and recognised as "Term loan deferred processing fee" which is
amortised as "Deferred interest expense" which is included in "Interest Expense" over the period of term loan using effective interest rate for each bank loan
taken during the period/year.
36 Depreciation, Amortisation and Impairment Expenses
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment 50.52 69.44 52.90 27.12
Amortisation of intangible assets 0.84 1.35 0.93 0.62
Depreciaiton of right of use assets 19.02 36.99 24.88 27.42
Impairment losses ‐ 8.16 ‐ ‐
Total 70.38 115.94 78.70 55.16
453STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
37 Other Expenses
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(A) Manufacturing Expenses
Labour charges 31.49 50.12 60.84 34.72
Consumption of store and spare 0.39 1.52 3.52 1.95
Utility charges* 64.16 110.19 115.60 81.60
Factory Expenses 6.57 2.87 3.28 2.34
Freight Expenses 0.05 0.06 0.02 0.06
Fly Ash Expense 0.15 1.83 5.48 3.59
Repair & Maintenance 16.69 28.84 52.73 29.01
Loading and Unloading Expenses 4.23 14.48 10.22 8.25
Insurance machinery, factory, etc. 1.65 1.75 1.36 0.78
Transportation expenses 9.22 6.72 2.24 1.17
Condensate Water 1.07 1.30 4.73 1.87
Total (A) 135.67 219.66 260.03 165.33
(B) Administrative Expenses
Legal & professional charges 6.13 12.50 12.00 21.68
Director Sitting fees 0.85 1.60 1.90 0.40
Insurance expenses ‐ 0.14 0.13 0.42
Rent, rates, taxes & duties 9.79 16.58 16.45 9.48
Repairs & maintenance (Aircraft) 2.34 2.96 ‐ ‐
Aircraft handling charges 0.16 0.47 ‐ ‐
Penalty Expenses 0.00 0.61 0.35 ‐
Internet Expense 0.15 0.32 0.10 0.04
Late Payment charges 0.04 2.32 0.69 5.19
Travelling & Conveyance Expenses 5.18 7.74 3.40 2.09
Office Expenses 1.43 2.89 5.20 4.62
Membership & Subscription Fees 0.77 0.90 1.05 0.10
Direct Tax Expense ‐ 3.12 0.06 ‐
G.I.D.C expense 0.02 ‐ ‐ 0.13
Stationery & Communication expenses 0.82 1.41 1.05 0.48
AMC CHARGES 0.53 0.83 0.42 0.31
Indirect taxes expenses 0.01 0.69 1.68 1.40
Contribution to Political Parties ‐ 3.50 ‐ ‐
Donation ‐ 0.20 0.82 2.88
Balance written off ‐ 0.09 3.44 1.95
Security charges 2.17 3.33 2.67 1.56
Payments to Auditor (Refer Note below) 0.08 1.76 2.07 0.66
Training expenses (Aircraft) 0.81 3.86 ‐ ‐
CSR expenditure 4.05 7.03 4.03 2.14
Notified Area Tax 0.74 0.86 1.20 1.46
Application Fees 0.29 0.05 0.46 ‐
Other Administrative Expenses 0.72 1.18 1.04 2.00
Total (B) 37.11 76.94 60.22 59.37
(C) Selling & Distribution Expenses
Bad debts written off ‐ 0.06 10.87 ‐
Provision for Expected Credit Losses ‐ 4.71 0.04 0.51
Commission and Brokerage 3.89 9.44 6.74 1.75
Packing expense ‐ ‐ ‐ 7.61
Advertisement, business promotion and Seminar
4.63 10.87 19.93 5.75
expenses
Total (C) 8.52 25.07 37.58 17.55
Grand Total (A)+(B)+(C ) 181.30 321.68 357.82 242.25
*Utility charges includes electricity and drainage charges
454STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Note: Payment to Auditors
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
1. As Auditors 0.08 1.76 1.75 0.66
2. As advisor in any other capacity in respect of:
i. Company law matter ‐ ‐ ‐ ‐
ii. Taxation matters ‐ ‐ ‐ ‐
iii. Management Services ‐ ‐ ‐ ‐
iv. In other matters ‐ ‐ 0.32
Total 0.08 1.76 2.07 0.66
455STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
38) Earnings per share (EPS)
Consolidated Standalone
For the period ended For the Year Ended For the Year Ended For the Year Ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit attributable to equity share holders 130.85 311.61 271.86 333.99
Weighted average number of Equity Shares for calculating Basic EPS (No.)
225,976,750 225,976,750 225,008,028 75,000,000
Weighted average number of Equity Shares for calculating Diluted EPS (No.)
226,171,236 226,024,921 225,008,028 75,000,000
Earnings per share ‐ Basic 0.58* 1.38 1.21 4.45
Earnings per share ‐ Diluted 0.58* 1.38 1.21 4.45
Earnings per share ‐ Basic (Restated) ^ 0.58* 1.38 1.21 1.48
Earnings per share ‐ Diluted (Restated) ^ 0.58* 1.38 1.21 1.48
Face value per share (^) 2.00 2.00 2.00 2.00
*Not annualised
^ ‐In F.Y. 2022‐23, approval of the members of the Holding Company was accorded in AGM dated 30th September, 2022 for sub‐division of 1 (One) Equity Share of the Holding Company having Face
Value of Rs. 10/‐ each (Rupees Ten) into 5 (Five) Equity Shares having Face Value of Rs. 2/‐ (Rupee Two) each.
‐ In F.Y. 2022‐23, pursuant to the Resolution of the members passed at the Annual General Meeting of the Holding Company held on 30th September, 2022, the Board of Directors of the Holding
Company allotted 6,00,00,000 Bonus Equity Shares of Rs. 2/‐ each to those shareholders whose names appear in the Register of Members of the Holding Company as on Record date i.e., 31/10/2022 in
the ratio of 4 (Four) Bonus shares for every 1 (One) Equity Share.
‐ In F.Y. 2023‐24, pursuant to the Resolution of the members passed at the Annual General Meeting of the Holding Company held on 29th September, 2023, the Board of Directors of the Holding
Company allotted 15,00,00,000 Bonus Equity Shares of Rs. 2/‐ each to those shareholders whose names appear in the Register of Members of the Holding Company as on Record date i.e., 04/10/2023 in
the ratio of 2 (Two) Bonus shares for every 1 (One) Equity Share.
‐ Pursuant to these changes, weighted average number of shares were adjusted from the beginning of the ealiest period reported.
456STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
39. Ratios
Consolidated Standalone
For the year ended For the year ended For the year ended % Change % Change
March 31, 2025 March 31, 2024 March 31, 2023 as compared to as compared to
Ratios Numerator and Denominator the preceding Reason for variance
the preceding year
Amount Ratio Amount Ratio Amount Ratio year (For Fiscal (For Fiscal 2024)
2025)
Current Assets 1,150.28 1,195.10 487.05 The decline in the current ratio is due to increase in current liabilities, driven
mainly by increased procurement of raw materials on credit from suppliers in
Fiscal 2025.
Current Ratio 0.46 0.67 0.40 (31.30) 67.41
Current Liability 2,501.66 1,785.63 1,218.25 The increase in current ratio is primarily on account of higher inventory of coal in
Fiscal 2024 to meet expected consumption requirement.
Total Debt 2,714.90 2,298.09 1,258.99
Debt‐Equity Ratio 2.05 2.22 2.21 (7.64) 0.20
Shareholders' Equity 1,324.45 1,035.45 568.42
Earning for Debt Service 578.76 489.90 457.15
Debt Service Coverage For Fiscal 2024, the decline in DSCR is primarily on account of increased
1.20 1.25 2.52 (3.95) (50.49)
Ratio borrowings.
Debt service 482.14 391.98 181.10
PAT 311.61 271.86 333.99
The decrease in ROE resulted from lower profitability combined with an increase
Return on Equity Ratio 0.26 0.34 0.83 (22.10) (59.22)
in shareholders’ equity for Fiscal 2024.
Avg. Shareholders' Equity 1,179.95 801.93 401.77
Cost of goods sold 2,838.38 1,796.23 2,273.33
Inventory Turnover The decline in ratio is primarily on account of higher inventory of coal in Fiscal
6.15 6.59 41.22 (6.65) (84.02)
Ratio 2024 to meet expected consumption levels
Average Inventory 461.64 272.72 55.15
Net Credit Sales 3,951.06 2,917.10 3,155.39
Trade Receivables
14.83 13.82 17.34 7.34 (20.32)
Turnover Ratio
Avg. Accounts Receivable 266.36 211.10 181.94
457STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
39. Ratios
Consolidated Standalone
For the year ended For the year ended For the year ended % Change % Change
March 31, 2025 March 31, 2024 March 31, 2023 as compared to as compared to
Ratios Numerator and Denominator the preceding Reason for variance
the preceding year
Amount Ratio Amount Ratio Amount Ratio year (For Fiscal (For Fiscal 2024)
2025)
Net credit Purchase 2,835.54 2,175.32 2,329.38
Trade Payables
4.95 7.48 9.14 (33.76) (18.24)It has deteriorated due to increase in credit purchases in Fiscal 2025
Turnover Ratio
Avg. Trade Payables 572.58 290.98 254.77
Net Sales 3,951.06 2,917.10 3,155.39 The improvement in the ratio for Fiscal 2025 was driven by an increase in sales,
Net Capital Turnover
(2.92) (4.94) (4.32) (40.81) 14.47 along with raw material purchases on credit terms, resulting in a more
Ratio
Working capital (1,351.38) (590.53) (731.20) favourable working capital position.
Net Profit 311.61 271.86 333.99
Net Profit Ratio 0.08 0.09 0.11 (15.37) (11.95)
Net Sales 3,951.06 2,917.10 3,155.39
EBIT 601.22 607.75 531.51
Return on Capital For Fiscal 2024, the decline is primarily on account of increased sharecapital and
0.14 0.18 0.28 (18.13) (37.57)
Employed borrwoings.
Capital Employed 4,173.77 3,454.18 1,885.93
Note (i) ‐ The Holding Company has investments only in the equity shares of companies and there are no
Return on Investment dividends or other returns from the companies for the current period and previous years as such the NA NA
disclosure of this ratio is not applicable to the Group.
458STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
40) Risk management
The Group’s activities expose it to market risk, liquidity risk, credit risk and commodity risk.
A. Liquidity Risk ‐
Liquidity risk refers to insufficiency of funds to meet the financial obligations. Liquidity risk management implies maintenance of sufficient cash and
the availability of funding through an adequate amount of committed credit lines to meet obligations when due.
Maturities of financial liabilities:
The Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods is given below. The tables have been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include
both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Group may be required to pay.
As at September 30, 2025 (Consolidated)
Particulars
Carrying Amount Within 12 months After 12 months
Borrowings 2,165.97 1,335.02 830.95
Lease Liability 544.02 88.04 455.98
Trade payables 1,072.01 1,072.01 ‐
Other financial liabilities 135.35 35.86 99.49
Total non‐derivative liabilities 3,917.35 2,530.92 1,386.43
As at March 31, 2025 (Consolidated)
Particulars
Carrying Amount Within 12 months After 12 months
Borrowings 2,229.47 1,240.60 988.87
Lease Liability 485.37 77.22 408.15
Trade payables 780.36 780.36
Other financial liabilities 113.27 34.13 79.13
Total non‐derivative liabilities 3,608.46 2,132.31 1,476.16
As at March 31, 2024 (Standalone)
Particulars
Carrying Amount Within 12 months After 12 months
Borrowings 2,027.06 1,046.72 980.34
Lease Liability 270.28 49.22 221.05
Trade payables 364.81 364.81
Other financial liabilities 160.18 80.98 79.20
Total non‐derivative liabilities 2,822.33 1,541.74 1,280.59
As at March 31, 2023 (Standalone)
Particulars
Carrying Amount Within 12 months After 12 months
Borrowings 1,059.41 661.85 397.56
Lease Liability 197.84 16.12 181.72
Trade payables 217.15 217.15
Other financial liabilities 121.84 77.21 44.63
Total non‐derivative liabilities 1,596.25 972.33 623.91
The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held
for risk management purposes and which are not usually closed out before contractual maturity.
459STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
B. Credit risk
The concentration of credit risk is very limited due to the fact that the customer base is large and widely dispersed and secured with security
deposit. Credit risk is the risk of financial loss to the Group if a customer or counter‐party to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from customers. The Group’s exposure to credit risk is influenced mainly by the
individual characteristics of each customer. The Group is dependent on the domestic market for its business and revenues. However, management
also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country
in which customers operate. Exposures to credit risk the Group is exposed to the counterparty credit risk arising from the possibility that
counterparties might fail to comply with contractual obligations. This exposure may arise with regard to unsettled amount. The Group's credit
policies and practices with respect to distribution areas are designed to limit credit exposure by collecting security deposits prior to providing utility
services or after utility service has commenced according to applicable regulatory requirements.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which
the Group grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Group uses expected credit loss model to
assess impairment loss or gain. The Group uses a matrix to compute the expected credit loss allowance for trade receivables. The provision matrix
takes into account available external and internal credit risk factors and Group's historical experience for customers;
• The Group has not made any provision on expected credit loss on trade receivables and other financials assets, based on the management
estimates.
• Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks and financial institutions with high credit
ratings assigned by domestic credit rating agencies.
C. Market Risk
Currency Risk ‐
The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD Foreign exchange risk
arises from future commercial transactions and recognised assets and liabilities denominated in a Group that is not the Group’s functional currency.
The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of
the cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis.
Currency risks related to the principal amounts of the Group’s foreign currency receivable/ payables have not been hedged using forward contracts.
Exposure to currency risk
Consolidated Standalone
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars
USD USD USD USD
Financial Instruments
Trade payables ‐ ‐ ‐
Net financial position exposure ‐ ‐ ‐
Interest risk
The Group has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). A fall in the
discount rate which is linked to the Government Security Rate will increase the present value of the liability requiring higher provision. A fall in the
discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Consolidated Standalone
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Fixed Rate Borrowings (*) 12.64 15.14 9.64 44.03
Variable Rate Borrowings 2,153.33 2,214.34 469.30 596.41
(*) This borrowing does not include the borrowing from related parties and current borrowings
Interest rate risk sensitivity:
The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is assumed that the
amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the whole year. If interest rates had been
100 basis points higher or lower, other variables being held constant, following is the impact on profit before tax:
Consolidated Standalone
Sensitivity Analysis Impact on Profit Before Tax
As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Increase by 100 basis points (21.53) (22.14) (4.69) (5.96)
Decrease by 100 basis points 21.53 22.14 4.69 5.96
460STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
D. Commodity risk
The commodity exposure is mainly on account of Coal, a substantial part of which is a pass through cost and hence the commodity price exposure is
not likely to have a material financial impact on the Group.
The Group have exposure to USD / INR exchange rate arising principally on account of import of coal. The Group does not follow a policy of hedging
for such exposures and actual rupee costs of import of coal are substantially passed on to the consumers, because of which such commodity price
exposure is not likely to have a material financial impact on the Group.
41) Capital management
The Group's capital comprises equity share capital, surplus in the statement of profit and loss and other equity attributable to equity holder.
The Group's objectives when managing capital are to :
‐ safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and
‐ maintain an optimal capital structure to reduce the cost of capital.
The Group monitors capital using debt‐equity ratio, which is net debt divided by total equity. These ratios are illustrated below :
Consolidated Standalone
Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total Borrowings 2,165.97 2,229.47 2,027.06 1,059.41
Less: Cash and Cash Equivalent 9.10 21.77 12.63 12.90
Net Liability 2,156.87 2,207.70 2,014.43 1,046.51
Total Equity 1,467.62 1,324.45 1,035.45 568.42
Net Debt‐Equity Ratio 1.47 1.67 1.95 1.84
42) Employee Benefits
Employee Gratuity fund scheme is for the purpose of the Defined Benefits. The Group is making annual contributions for gratuities to funds
administered by trustees and managed by insurer (LIC) for amounts notified by the insurer. The present value of obligation under such defined
benefit plan is determined based on actuarial valuation carried out by an independent actuary.
The Group has paid premium under Staff Gratuity EGGS Scheme with the LIC. Accordingly, all the required disclosures are provided in the restated
financial information to the extent details available from actuarial valuation report and LIC gratuity valuation report respectively.
These plans typically expose the Group to actuarial risks such as: Investment risk, interest rate risk, longevity risk and salary risk.
Concentration risk:
Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although
probability of this is very less as insurance companies have to follow regulatory guidelines.
Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the
end of the reporting year on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in
India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Salary risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary
of the members more than assumed level will increase the plan’s liability.
I. Charge to the Statement of Profit and Loss based on Defined Contribution Plans
Consolidated Standalone
Particulars As at September 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Employer's contribution to
Provident Fund 0.88 1.39 1.42 0.79
Employer's contribution to ESIC 0.21 0.43 0.36 0.33
Total 1.09 1.81 1.78 1.12
461STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
43) Fair Value Measurement Financial Instruments by category (net of ECL Provision)
Classification of financial assets and financial liabilities:
As at September 30, 2025 (Consolidated)
Particulars Carrying Amortized
FVTPL FVTOCI
Amount Cost
Financial Assets
Loans 2.10 ‐ ‐ 2.10
Investments ‐ ‐ ‐ ‐
Cash & Bank Balances 9.10 ‐ ‐ 9.10
Other Bank Balance 66.45 ‐ ‐ 66.45
Trade Receivables 414.88 ‐ ‐ 414.88
Other Financial Assets 135.35 ‐ ‐ 135.35
627.89 ‐ ‐ 627.89
Financial Liabilities
Borrowings 2,165.97 ‐ ‐ 2,165.97
Trade payables 1,072.01 ‐ ‐ 1,072.01
Other financial liabilities 679.37 ‐ ‐ 679.37
3,917.35 ‐ ‐ 3,917.35
As at March 31, 2025 (Consolidated)
Particulars Carrying Amortized
FVTPL FVTOCI
Amount Cost
Financial Assets
Loans 2.00 ‐ ‐ 2.00
Investments ‐ ‐ ‐ ‐
Cash & Bank balances 21.77 ‐ ‐ 21.77
Other Bank Balance 55.01 ‐ ‐ 55.01
Trade Receivables 302.47 ‐ ‐ 302.47
Other Financial Assets 135.19 ‐ ‐ 135.19
516.45 ‐ ‐ 516.45
Financial Liabilities
Borrowings 2,229.47 ‐ ‐ 2,229.47
Trade payables 780.36 ‐ ‐ 780.36
Other financial liabilities 598.64 ‐ ‐ 598.64
3,608.46 ‐ ‐ 3,608.46
As at March 31, 2024 (Standalone)
Particulars Carrying Amortized
FVTPL FVTOCI
Amount Cost
Financial Assets
Loans ‐ ‐ ‐ ‐
Investments 0.10 ‐ ‐ 0.10
Cash & Bank balances 12.63 ‐ ‐ 12.63
Other Bank Balance 184.86 ‐ ‐ 184.86
Trade Receivables 230.24 ‐ ‐ 230.24
Other Financial Assets 78.43 ‐ ‐ 78.43
506.26 ‐ ‐ 506.26
Financial Liabilities
Borrowings 2,027.06 ‐ ‐ 2,027.06
Trade payables 364.81 ‐ ‐ 364.81
Other financial liabilities 160.18 ‐ ‐ 160.18
2,552.06 ‐ ‐ 2,552.06
462STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
As at March 31, 2023 (Standalone)
Particulars Carrying Amortized
FVTPL FVTOCI
Amount Cost
Financial Assets
Loans 0.02 ‐ ‐ 0.02
Investments 0.10 ‐ ‐ 0.10
Cash & Bank balances 12.90 ‐ ‐ 12.90
Other Bank Balance 14.09 ‐ ‐ 14.09
Trade Receivables 191.95 ‐ ‐ 191.95
Other Financial Assets 77.08 ‐ ‐ 77.08
296.14 ‐ ‐ 296.14
Financial Liabilities
Borrowings 1,059.41 ‐ ‐ 1,059.41
Trade payables 217.15 ‐ ‐ 217.15
Other financial liabilities 121.84 ‐ ‐ 121.84
1,398.40 ‐ ‐ 1,398.40
Financial assets and liabilites which are measured at amortised cost for which fair values are disclosed
Consolidated Standalone
As at S eptember 30, 2025 As at M arch 31, 2025 As at M arch 31, 2024 As at March 31, 2023
Particulars Carrying Carrying Carrying Carrying
Fair Value Fair Value Fair Value Fair Value
Value Value Value Value
Financial Assets
Loans 2.10 2.10 2.00 2.00 ‐ ‐ 0.02 0.02
Investments ‐ ‐ ‐ ‐ 0.10 0.10 0.10 0.10
Cash & Bank balances 9.10 9.10 21.77 21.77 12.63 12.63 12.90 12.90
Other Bank Balance 66.45 66.45 55.01 55.01 184.86 184.86 14.09 14.09
Trade Receivables 414.88 414.88 302.47 302.47 230.24 230.24 191.95 191.95
Other Financial Assets 135.35 135.35 135.19 135.19 78.43 78.43 77.08 77.08
627.89 627.89 516.45 516.45 506.26 506.26 296.14 296.14
Financial Liabilities
Borrowings 2,165.97 2,165.97 2,229.47 2,229.47 2,027.06 2,027.06 1,059.41 1,059.41
Trade payables 1,072.01 1,072.01 780.36 780.36 364.81 364.81 217.15 217.15
Other financial liabilities 679.37 679.37 598.64 598.64 160.18 160.18 121.84 121.84
3,917.35 3,917.35 3,608.46 3,608.46 2,552.06 2,552.06 1,398.40 1,398.40
463STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
44. Disclosures for Corporate Social Responsibility
The Holding Company has constituted a Corporate Social Responsibility (CSR) Committee as per Section 135 and schedule VII of the Companies Act, 2013 (the
Act) read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
As per the provisions of the Act, the Holding Company is required to spend at least 2% of the average net profits of the Holding Company made during the three
immediately preceding financial years.
The total expenditure incurred on CSR activities during the year/ period ended September 30, 2025 is 4.05 million (March 31, 2025: 6.99 million, March 31, 2024:
4.35 million and March 31, 2023: 2.00 million)
Following are the details of amount spent:
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Construction / Acquisition of any asset ‐ ‐ ‐ ‐
(ii) On Purpose other than (i) above 4.05 6.93 4.35 2 .00
Following are the additional details regarding CSR Expenditure
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Gross amount required to be spent towards CSR u/s 135 of the
8.42 6.99 4.39 1 .64
Companies Act, 2013(A)
Excess amount spent of previous year 0.26 0.32 0.36
Net amount to be spent towards CSR (A) 8.16 6.67 4.03
Amount approved by the board to be spent during the year 8.40 6.97 4.35 2 .00
Amount Spent during the year/ period (B)
(a) Construction / Acquisition of asset
(b) Others 4.05 6.93 4.35 2 .00
Excess / (Shortfall) (A) – (B) (4.1*) 0.26 0.32 0 .36
* The Group has spent an amount of INR 4.1 Million and intends to spend the balance amount by the end March 31, 2026
464STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
45. Employee's share based payment plans
Steamhouse India Limited Employee Stock Option Plan 2024
During the year ended March 31, 2025, the Holding Company implemented its Employee Stock Option Plan 2024 ("ESOP 2024" or "ESOP Scheme" or
"the Plant"). The plan was originally approved by the members of the Holding Company on July 5th, 2024 and subsequently options were granted on
January 18th, 2025 which were approved by Nomination and Remuneration Committee of the Board of Directors. The plan enables grant of stock
options to the eligible employees of the Company not exceeding 11,29,884 options, which is 0.50% of the paid‐up equity share capital of the Holding
Company as on March 31, 2025. Further, the stock options to any single employee under the Plan shall not exceed 0.50% of the issued capital of the
Holding Company, at the time of grant of options, during the tenure of the Plan, subject to prior specific approval from members of the Holding
Company through a special resolution to this effect is obtained.
(a) Details of stock options and fair value of stock options granted:
Particulars
Grant Date January 18, 2025
12 months from the date of grant or 9 months from date of
Vesting Period listing of equity shares (IPO) whichever is later
Maximum term of option granted 5 years
Fair Value as on Grant date (INR per option) 86
Exercise price (INR per option) 2
Method of valuation Discounted Cash Flow Method
Dividend yield (%) 0.00%
Method of Settlement Equity shares
(b) Movement of options:
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars September 30, 2025 March 31, 2025 March 31, 2025 March 31, 2025
Balance as at the beginning of the year/ period 6 18,622 ‐ ‐ ‐
Options granted during the year/ period ‐ 618,622 ‐ ‐
Options exercised during the year/ period ‐ ‐ ‐ ‐
Options lapsed/ forfeited during the year/ period 37,878 ‐ ‐ ‐
Balance as at the end of the year/ period 580,744 618,622 ‐ ‐
Number of options excercisable at the year/ period end ‐ ‐ ‐ ‐
(c) During the period/year ended September 30, 2025 and March 31, 2025, the Group has recognised a share based payment expenses of INR 12.21
million and INR 4.96 million, respectively (also refer Note 34).
465STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
46) Related Party Disclosure
As per Ind AS 24, the disclosures of transactions with the related parties are as follows:
I. List of related parties
No Name of the Related Party Nature of Relationship
1 Vishal Sanwarprasad Budhia Directors of the company
2 Ramprakash B Sharma Directors of the company
3 Yadav Lalankumar Dayanand Directors of the company
4 Vinay Omprakash Sonthalia Directors of the company
5 Richa Manoj Goyal Directors of the company
6 Baldevsingh Yogendrasingh Rathod Directors of the company
7 Vaibhav Gattani Key Managerial Personnel
8 Shyam Bhadresh Kapadia Key Managerial Personnel
9 Steamhouse Welfare Foundation Wholly‐owned subsidiary
10 Sanjoo Dyeing & Printing Mills Private Limited Companies under the same management
11 Sanjoo Filaments Private Limited Companies under the same management
12 Steamhouse Care Foundation Companies under the same management
13 Steamhouse Green Private Limited Companies under the same management
14 Ravv Ventures LLP Companies under the same management
15 Sanjoo Prints Private Limited Companies under the same management
16 Steam House Enviro Private Limited Companies under the same management
Brickcrest Infrasol Private Limited (Formerly
17 Companies under the same management
known as Steamhouse Private Limited)
18 Sanjoo Dyeing INC Companies under the same management
19 Green Energy Parties Related to Director
20 Vishal Sanwarprasad Budhia HUF Parties Related to Director
21 Sanwarprasad Ramkumar Budhia Relative of Key Management Personnel
22 Sanwarprasad R Budhia HUF Relative of Key Management Personnel
23 Ritu Budhia Relative of Key Management Personnel
24 Khushi Budhia Relative of Key Management Personnel
25 Zheel Budhia Relative of Key Management Personnel
26 Kamal Yogesh Agarawal Relative of Key Management Personnel
27 Budhia Kumaresh Sanwarprasad Relative of Key Management Personnel
28 Pushpadevi Sanwarprasad Budhia Relative of Key Management Personnel
466STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
II. Transactions entered with the related party (excluding compensation to directors and key managerial person)
Consolidated Standalone
Name of For the period ended For the year ended For the year ended For the year ended
Nature of Transaction
the related party September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Sanjoo Dyeing & Printing Mills Pvt Ltd Interest Expense 11.19 4.32 5.08 ‐
Sanjoo Dyeing & Printing Mills Pvt Ltd Interest Income ‐ ‐ ‐ 0.54
Sanjoo Dyeing & Printing Mills Pvt Ltd Loan Given ‐ ‐ ‐ 67.36
Sanjoo Dyeing & Printing Mills Pvt Ltd Loan Obtained 697.70 795.84 365.71 ‐
Sanjoo Dyeing & Printing Mills Pvt Ltd Purchase 142.74 328.49 57.00 69.71
Sanjoo Dyeing & Printing Mills Pvt Ltd Rent ‐ ‐ 38.35 32.43
Sanjoo Dyeing & Printing Mills Pvt Ltd Purchase of Fixed Assets ‐ 63.36 ‐ 0.90
Sanjoo Dyeing & Printing Mills Pvt Ltd Receipt of Loan Given ‐ ‐ ‐ 67.36
Repayment of Loan
Sanjoo Dyeing & Printing Mills Pvt Ltd ‐ 800.16 366.36 0.57
Obtained
Sanjoo Dyeing & Printing Mills Pvt Ltd Sales 563.88 656.02 55.18 58.51
Sanjoo Filaments Pvt Ltd Loan Obtained ‐ ‐ 0.02 0.09
Repayment of Loan
Sanjoo Filaments Pvt Ltd ‐ ‐ 0.02 0.09
Obtained
Sanjoo Prints Pvt Ltd Interest Expense 1.91 0.95 ‐ 0.80
Sanjoo Prints Pvt Ltd Loan Given ‐ ‐ ‐ 0.38
Sanjoo Prints Pvt Ltd Loan Obtained 43.00 61.18 ‐ 1.18
Sanjoo Prints Pvt Ltd Purchase ‐ ‐ 52.34 12.91
Sanjoo Prints Pvt Ltd Purchase of Fixed Assets ‐ 4.22 2.29 ‐
Sanjoo Prints Pvt Ltd Rent 0.62 1.24 20.14 14.05
Sanjoo Prints Pvt Ltd Receipt of Loan Given ‐ ‐ ‐ 0.38
Repayment of Loan
Sanjoo Prints Pvt Ltd 5.94 62.13 ‐ 113.21
Obtained
Sanjoo Prints Pvt Ltd Sales 2.06 ‐ 74.17 78.08
Green Energy Purchase ‐ ‐ ‐ 7.97
Green Energy Legal Fees ‐ ‐ ‐ 2.42
Green Energy Advance to supplier ‐ ‐ 27.74
Brickcrest Infrasol Private Limited (Formerly
Repayment of Loan Given ‐ ‐ ‐ 0.01
known as Steamhouse Private Limited)
Vishal Sanwarprasad Budhia Loan Obtained ‐ 1.03 27.02 2.81
Repayment of Loan
Vishal Sanwarprasad Budhia ‐ 1.03 27.02 2.32
Obtained
Repayment of Loan
Vishal Sanwarprasad Budhia HUF ‐ ‐ 0.04
Obtained
Khushi Budhia Salary 0.18 0.06 0.19 ‐
Zheel Budhia Salary 0.18 0.06 ‐ ‐
Steamhouse Welfare Foundation Donation Given ‐ ‐ 0.96 ‐
Sanjoo Dyeing INC Rent Expense 2.58 3.87 ‐ ‐
III. Related Party transaction prior to elimination (As per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations)
Consolidated Standalone
Name of For the period ended For the year ended For the year ended For the year ended
Nature of Transaction
the related party September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a) In the books of Steamhouse India Limited
Steamhouse Welfare Foundation Donation Given 4.18 2.25 ‐ ‐
a) In the books of Steamhouse Welfare Foundation
Steamhouse Welfare Foundation Donation Income 4.18 2.25 ‐ ‐
467STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
IV. Accounts Balance with the related party
Consolidated Standalone
Name of As at September 30,
Balance Type As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
the related party 2025
Sanjoo Dyeing &
Creditors 73.74 104.31 1.29 9.30
Printing Mills Pvt. Ltd.
Sanjoo Dyeing &
Debtors 41.21 ‐ ‐ ‐
Printing Mills Pvt. Ltd.
Sanjoo Dyeing &
Deposit given 15.00 15.00 15.00 15.00
Printing Mills Pvt. Ltd.
Sanjoo Dyeing &
Loan Obtained 194.38 ‐ ‐ ‐
Printing Mills Pvt. Ltd.
Sanjoo Dyeing & Advance to Supplier /
‐ ‐ ‐ 7.99
Printing Mills Pvt. Ltd. Debtors
Green Energy Advance to Supplier ‐ ‐ ‐ 25.07
Sanjoo Prints Pvt Ltd Creditors 4.22 5.76 2.51 2.24
Sanjoo Prints Pvt Ltd Debtors 1.57 ‐ ‐ 3.74
Sanjoo Prints Pvt Ltd Loan Obtained 38.97 ‐ ‐ ‐
Salary and
Vishal Sanwarprasad
Reimbursement 1.89 ‐
Budhia
Payable ‐ ‐
V. Compensation to Directors and Key Managerial Person
Consolidated Standalone
Name of For the period ended For the year ended For the year ended For the year ended
Transaction Type
the related party September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Vishal Sanwarprasad
Salary 2.70 0.84 ‐ ‐
Budhia
Vishal Sanwarprasad Reimbursement of
2.65 ‐ ‐ ‐
Budhia Expenses
Shyam Bhadresh
Salary 0.75 1.01 0.78 0.46
Kapadia
Vaibhav Gattani Salary 3.67 4.80 4.30 2.80
Richa Goyal Director Sitting Fees 0.20 0.60 0.55 0.15
Vinay Omprakash
Director Sitting Fees 0.40 0.70 0.80 0.10
Sonthalia
Rathod Baldevsinh
Director Sitting Fees 0.25 0.35 0.55 0.15
Yogendrasinh
Ramprakash B Sharma Director Remunaration 1.07 1.80 1.68 1.56
Yadav Lalankumar
Director Remunaration 0.36 0.59 0.50 0.42
Dayanand
468STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
47. Disclosures for Defined Benefit Plans based on Actuarial Valuation Reports
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Expected Return on Plan Assets 6.92% 6.92% 7.21% 7.51%
Rate of Discounting 6.92% 6.92% 7.21% 7.51%
Rate of Salary Increase 7.00% 7.00% 7.00% 7.00%
Rate of Employee Turnover 3.00% 3.00% 3.00% 3.00%
Indian Assured Lives Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality Rate During Employment
Mortality 2012‐14 (Urban) Mortality 2012‐14 (Urban) Mortality 2012‐14 (Urban) Mortality 2012‐14 (Urban)
A. Change in the Present Value of defined benefit obligation ‐
Consolidated Standalone
Particulars For the period ended For the year ended For the year ended For the year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present Value of Benefit Obligation at the Beginning of the Year/
6.26 6.05 4 .08 1 .15
Period
Interest Cost 0.22 0.41 0.31 0.08
Current Service Cost 1.22 1.98 1.55 1.78
Past Service Cost ‐ ‐ ‐ ‐
Liability Transferred In/ Acquisitions ‐ ‐ ‐ ‐
(Liability Transferred Out/ Divestments) ‐ ‐ ‐ ‐
(Gains)/ Losses on Curtailment ‐ ‐ ‐ ‐
(Liabilities Extinguished on Settlement) ‐ ‐ ‐ ‐
(Benefit Paid Directly by the Employer) (0.03 (1.84 ‐ ‐
(Benefit Paid From the Fund) (0.03 (0.33 (0.13) ‐
The Effect Of Changes in Foreign Exchange Rates ‐ ‐ ‐ ‐
Actuarial (Gains)/Losses on Obligations ‐ Due to Change in
‐ ‐ ‐ ‐
Demographic Assumptions
Actuarial (Gains)/Losses on Obligations ‐ Due to Change in Financial
(0.19) 0.25 0 .17 ( 0.10)
Assumptions
Actuarial (Gains)/Losses on Obligations ‐ Due to Experience (0.10 (0.26 0.08 1.16
Present Value of Benefit Obligation at the End of the Year/ Period 7 .34 6 .26 6 .05 4 .08
B. Changes in the Fair Value of Plan Assets ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Fair Value of Plan Assets at the Beginning of the year/ period 8.53 6.74 3 .47 1 .31
Interest Income 0.30 0.46 0.26 0.10
Contributions by the Employer ‐ 1.61 3.14 2.07
Expected Contributions by the Employees ‐ ‐ ‐ ‐
Assets Transferred In/Acquisitions ‐ ‐ ‐ ‐
(Assets Transferred Out/ Divestments) ‐ ‐ ‐ ‐
(Benefit Paid from the Fund) (0.03 (0.33 (0.13) ‐
(Assets Distributed on Settlements) ‐ ‐ ‐ ‐
Effects of Asset Ceiling ‐ ‐ ‐ ‐
The Effect of Changes In Foreign Exchange Rates ‐ ‐ ‐ ‐
Return on Plan Assets, Excluding Interest Income (0.13 0.06 0.00 (0.00)
Fair Value of Plan Assets at the End of the Year/ Period 8.67 8.53 6.74 3.47
C. Amount Recognized in the Balance Sheet ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(Present Value of Benefit Obligation at the end of the year/ period)
( 7.34) ( 6.26) ( 6.05) ( 4.08)
Fair Value of Plan Assets at the end of the year/ period 8.67 8.53 6.74 3.47
Funded Status (Surplus/ (Deficit)) 1.32 2.28 0.69 (0.61)
Net (Liability)/Asset Recognized in the Balance Sheet 1.32 2.28 0.69 (0.61)
D. Net Interest Cost for the Year/ Period
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present Value of Benefit Obligation at the Beginning of the year/
period 6.26 6.05 4 .08 1 .15
(Fair Value of Plan Assets at the Beginning of the year/ period) (8.53 (6.74 (3.47) (1.31)
Net Liability/(Asset) at the Beginning (2.28 (0.69 0.61 (0.16)
Interest Cost 0.22 0.41 0.31 0.08
(Interest Income) (0.30 (0.46 (0.26) (0.10)
Net Interest Cost for Current Year/ Period (0.08) (0.05) 0.05 (0.01)
469STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
E. Expenses Recognized in the Statement of Profit or Loss for the Year/ Period
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current Service Cost 1.22 1.98 1.55 1.78
Net Interest Cost (0.08 (0.05 0.05 (0.01)
Past Service Cost ‐ ‐ ‐ ‐
(Expected Contributions by the Employees) ‐ ‐ ‐ ‐
(Gains)/Losses on Curtailments And Settlements ‐ ‐ ‐ ‐
Net Effect of Changes in Foreign Exchange Rates ‐ ‐ ‐ ‐
Expenses Recognized 1.15 1.93 1.60 1.77
F. Expenses Recognized in the Other Comprehensive Income (OCI) for the Year/ Period
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Actuarial (Gains)/Losses on obligation for the Year/ Period (0.29) (0.01) 0 .25 1 .06
Return on Plan Assets, Excluding Interest Income 0.13 (0.06 (0.00) 0.00
Change in Asset Ceiling ‐ ‐ ‐ ‐
Net (Income)/Expense For the Year Recognized in OCI ( 0.16) ( 0.07) 0 .25 1 .06
G. Balance Sheet Reconciliation ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening Net Liability (2.28) (0.69) 0.61 (0.16)
Expenses Recognized in Statement of Profit or Loss 1.15 1.93 1.60 1.77
Expenses Recognized in OCI (0.16 (0.07 0.25 1.06
Net Liability/(Asset) Transfer In ‐ ‐ ‐ ‐
Net (Liability)/Asset Transfer Out ‐ ‐ ‐ ‐
(Benefit Paid Directly by the Employer) (0.03 (1.84 ‐ ‐
(Employer's Contribution) ‐ (1.61 (3.14) (2.07)
Net Liability/(Asset) Recognized in the Balance Sheet (1.32) (2.28) (0.69) 0.61
H. Category of Assets ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Insurance fund 8.67 8.53 6.74 3.47
Total 8.67 8.53 6.74 3.47
I. Other Details ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
No of Members in Service 213 197 179 130
Per Month Salary For Members in Service 5.91 5.09 4.79 3.25
Weighted Average Duration of the Defined Benefit Obligation 15.62 16 12 14
Average Expected Future Service 17 18 17 21
Defined Benefit Obligation (DBO) ‐ Total ‐ 6.26 6.05 4.08
Defined Benefit Obligation (DBO) ‐ Due but Not Paid 1.52 0.03 0.41 ‐
Expected Contribution in the Next Year 1.52 0.17 1.29 2.16
J. Net Interest Cost for Next Year ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present Value of Benefit Obligation at the End of the year/ period
7 .34 6 .26 6 .05 4 .08
(Fair Value of Plan Assets at the End of the year/ period) (8.67 (8.53 (6.74) (3.47)
Net Liability/(Asset) at the End of the year/ period (1.32 (2.28 (0.69) 0.61
Interest Cost 0.52 0.43 0.41 0.31
(Interest Income) (0.62 (0.59 (0.46) (0.26)
Net Interest Cost for Next Year/ Period (0.09) (0.16) (0.05) 0.05
K. Expenses Recognized in the Statement of Profit or Loss for Next Year/ Period ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current Service Cost NA 2.45 1.98 1.55
Net Interest Cost (0.09 (0.16 (0.05) 0.05
(Expected Contributions by the Employees) ‐ ‐ ‐ ‐
Expenses Recognized NA 2.29 1.93 1.60
470STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
L. Maturity Analysis of the Benefit Payments ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Projected Benefits Payable in Future Years From the Date of
Reporting
1st Following Year 0.15 0.41 1.84 0.12
2nd Following Year 0.19 0.13 0.30 0.13
3rd Following Year 0.57 0.17 0.10 0.15
4th Following Year 0.31 0.21 0.14 0.17
5th Following Year 0.37 0.29 0.34 0.20
Sum of Years 6 To 10 2.03 1.92 1.45 2.41
Sum of Years 11 and above 21.61 18.91 12.75 12.10
M. Sensitivity Analysis ‐
Consolidated Standalone
For the period ended For the year ended For the year ended For the year ended
Particulars
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Defined Benefit Obligation on Current Assumptions 7.34 6.26 6.05 4.08
Delta Effect of +1% Change in Rate of Discounting (0.91 (0.81 (0.52) (0.50)
Delta Effect of ‐1% Change in Rate of Discounting 1.11 1.01 0.65 0.64
Delta Effect of +1% Change in Rate of Salary Increase 0.96 0.85 0.60 0.58
Delta Effect of ‐1% Change in Rate of Salary Increase (0.82 (0.77 (0.53) (0.49)
Delta Effect of +1% Change in Rate of Employee Turnover (0.04 (0.07 (0.04) 0.00
Delta Effect of ‐1% Change in Rate of Employee Turnover 0.03 0.07 0.04 0.02
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other
assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the Defined Benefit Obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of
the reporting period, which is the same method as applied in calculating the Defined Benefit Obligation.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
471STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
48. Additional information pursuant to requirement of Schedule III To The Companies Act, 2013
Net assets i.e. total assets minus Share in other comprehensive income/ Share in total comprehensive
Share in profit/ (loss) for the year
total liabilities (loss) for the year, net of income tax income/ (loss) for the year
Name of the entity
As a % of consolidated As a % of consolidated
As a % of As a % of other comprehensive total comprehensive
consolidated net consolidated profit/ income/ (loss) for the income/ (loss) for the
Amount assets Amount (loss) for the year Amount year, net of income tax Amount year
Holding Company
Steamhouse India Limited
September 30, 2025 1,467.33 99.98% 130.43 99.68% 0.12 100.00% 130.55 99.68%
March 31, 2025 1,324.57 100.01% 311.71 100.03% 0.05 100.00% 311.76 100.03%
Subsidiary
Steamhouse Welfare Foundation
September 30, 2025 0.40 0.03% 0.42 0.32% ‐ 0.00% 0.42 0.32%
March 31, 2025 (0.02) 0.00% (0.10) (0.03%) ‐ 0.00% (0.10) (0.03%)
Adjustment arising out of consolidation
September 30, 2025 (0.10) (0.01%) ‐ 0.00% ‐ 0.00% ‐ 0.00%
March 31, 2025 (0.10) (0.01%) ‐ 0.00% ‐ 0.00% ‐ 0.00%
Total
September 30, 2025 1,467.63 100.00% 130.84 100.00% 0.12 100.00% 130.96 100.00%
March 31, 2025 1,324.45 100.00% 311.61 100.00% 0.05 100.00% 311.66 100.00%
472STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
49. Statement of restatement of prior periods
Reconciliation between audited equity and restated equity
Consolidated Standalone
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Total equity (as per audited Financial Statements) 872.49 577.43 4 24.55
Adjustments
(i) Audit qualifications ‐ ‐ ‐
(ii) Adjustments due to changes in accounting policy/ prior period items/ other ‐ 6.06 (6.13)
adjusments
(iii) Deferred tax impact on adjusments in (i) and (ii), as applicable ‐ ‐ ‐
Total adjustments (i + ii + iii) ‐ 6.06 (6.13)
Total Equity as per restated statement of assets and liabilities 872.49 583.49 4 18.42
Reconciliation between audited profit and restated profit
Consolidated Standalone
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Profit/(Loss) after Tax (as per audited Financial Statements) 311.61 259.67 3 35.68
Adjustments
(i) Audit qualifications ‐ ‐ ‐
(ii) Adjustments due to changes in accounting policy/ prior period items/ other
adjusments ‐ 10.98 (4.23)
(iii) Deferred tax impact on adjusments in (i) and (ii), as applicable ‐ ‐ ‐
Total adjustments (i + ii + iii) ‐ 10.98 (4.23)
Restated Profit/(Loss) after Tax 311.61 270.65 3 31.45
Material regrouping:
Appropriate re‐groupings have been made in the restated statement of assets and liabilities, restated statement of profit and loss and restated statement
of cash flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring
them in line with the accounting policies and classification as per the Ind AS financial information of the Company for the period/ years ended September
30, 2025, March 31, 2025, March 31, 2024 and as at March 31, 2023, respectively prepared in accordance with amended Schedule III of Companies Act,
2013, requirements of Ind AS 1.
As at March 31, 2024 (Standalone)
As at March 31 2024 As at March 31 2024
Particulars Change Nature
(Reported) (restated)
Assets
Non Current Assets
Material error and
3 37.30 370.75 ( 33.45)
Rights‐of‐Use Assets Reclassification
Property, Plant and Equipment 1,715.89 1,715.30 0.58 Rectification of Error
Current Assets
Financial Assets
2 30.28 230.24 0.04 Prior Period Adjustment
Trade Receivable
Other Current Assets 3 09.30 288.08 21.21 Reclassification
Equity
Net Changes in Profit
Other Equity 5 77.43 583.49 (6.06) and Prior Period
Adjustment
Non Current Liabilities
Lease Liability 2 19.57 221.05 (1.48) Reclassification
Current Liabilities
Lease Liability 50.70 49.22 1.48 Reclassification
Trade payable 3 59.26 364.81 (5.55) Prior Period Adjustment
473STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Statement of Profit and Loss
Other Income
Interest Income from Bank Fixed deposits 7.57 7.57 0.00 Income recorded after
Other Income 0.32 0.35 0.03 March‐24
Cost of Materials Consumed
2,152.18 2,153.70 (1.52)
Purchase during the year Prior Period Adjustment
Employee Benefits Expense
66.58 66.70 (0.12)
Salaries and wages Prior Period Adjustment
Rectification of Error and
Depreciation, amortisation and impairment Expense 90.01 78.70 11.32
Reclassification
Finance Cost
Interest on Income tax ‐ 11.12 ( 11.12) Reclassification
4.12 4.13 (0.01)
Other Borrowing Cost Prior Period Adjustment
Manufacturing Expenses
Repair & Maintenance 52.12 52.73 (0.61)
Prior Period Adjustment
Loading and Unloading Expenses 10.06 10.22 (0.17)
Administrative Expenses
Prior Period Adjustment
Legal & professional charges 12.25 12.00 0.25
& Reclassification
Rent, rates, taxes & duties 16.79 16.45 0.34 Reclassification
Penalty Expenses ( 0.08) 0.35 (0.44)
Internet Expense 0.09 0.10 (0.01)
Prior Period Adjustment
Travelling & Conveyance Expenses 3.38 3.40 (0.02)
Indirect taxes expenses ‐ 1.68 (1.68)
Payment to Auditors 1.75 2.07 (0.32) Reclassification
Selling & Distribution Expenses
Advertisement, business promotion and Seminar
19.48 19.93 (0.45) Prior Period Adjustment
expenses
Provision for Expected Credit Losses ‐ 0.04 0.04 Rectification of Error
Exceptional items
Exceptional Items 4.23 ‐ 4.23
adjustment
Tax Expense
Short/Excess provision of tax 21.73 10.61 11.11 Reclassification
Earning Per Share
Basic 1.15 1.21 (0.06)
Restated 1.15 1.21 (0.06)
474STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
As at March 31, 2023 (Standalone)
As at March 31 2023 As at March 31, 2023
Particulars Change Nature
(Reported) (restated)
Assets
Non Current Assets
Rights‐of‐Use Assets 2 45.03 247.51 (2.48) Reclassification
Current Assets
Financial Assets
Trade Receivable 1 93.84 191.95 1.89 Rectification of Error
Other Current Assets 1 86.00 183.52 2.48 Reclassification
Equity
Other Equity Net Changes in Profit
4 24.55 418.42 6.13 due to prior period items
Liabilities
Current Liabilities
Prior period items
Trade payable
2 06.99 211.22 (4.23) adjustment
Statement of Profit and Loss
Revenue from Operations
Sale of Coal 3 91.90 263.44 1 28.46 Rectification of Error
Cost of Materials Consumed 1,976.81 1,848.35 1 28.46 Rectification of Error
Finance Costs
Interest on TDS ‐ 0.33 (0.33)
Interest on GST ‐ 0.08 (0.08) Reclassification
Interest on Income tax ‐ 3.32 (3.32)
Administrative Expense
Direct Tax Expense 0.33 ‐ 0.33
Late Payment Charges 5.27 5.19 0.08
Reclassification
Indirect Tax Expense 1.40 1.40 0.00
Director remunaration 1.98 ‐ 1.98
Labour Expense 31.60 34.72 (3.11)
Exceptional items
Notified aera Tax 0.96 1.46 (0.50)
adjustment
Other administration expense 1.38 2.00 (0.62)
Employee Benefit Expenses
Director remunaration ‐ 1.98 (1.98) Reclassification
Exceptional items
Exceptional Items ‐ ‐ ‐
adjustment
Selling & Distribution Expenses
Provision for Expected Credit Losses ‐ 0.51 (0.51) Rectification of Error
Tax expense
Short/Excess provision of tax 1.55 (1.78) 3.32 Reclassification
Earning Per Share
Basic 4.48 4.45
Restated 1.49 1.48
Part B: Non‐Adjusting Events
Qualifications in Auditors’ Report, which do not require any corrective adjustments in the Restated Financial Information
There are no audit qualification, matter of emphasis in auditor's report or in the report of internal financial control for the financial year ended 31 March
2025, 31 March 2024, and 31 March 2023.
In addition to the audit opinion on the financial statements, the auditors are required to comment upon the matters included in the Companies
(Auditor’s Report) Order, 2020/ the Companies (Auditor’s Report) Order, 2016 (together "the CARO") issued by the Central Government of India under
sub‐section (11) of Section 143 of Companies Act, 2013 on the consolidated financial statements as at and for the financial year ended 31 March 2025,
and on the standalone financial statements as at and for the financial years ended 31 March 2024, and 31 March 2023 respectively. Certain
statements/comments included in the CARO in the financial statements, which do not require any adjustments in the Restated Financial Information
are reproduced as below:
475STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Financial year 2024‐2025 (Consolidated)
Clause (iii)(a) of CARO 2020 order
Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not provided loans to subsidiaries
and associates. There is no joint venture of the Company.
Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans, or stood
guarantee to any other entity as below:
Particulars Loans
Aggregate amount during the year
‐ Others 2.00
Balance outstanding as at balance sheet date
‐ Others 2.00
Clause (iii)(b) of CARO 2020 order
According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and
conditions on which loans have been granted by the company during the year (aggregating to Rs.20.00 million and balance outstanding as at the balance
sheet date is Rs. 20.00 million) are not prejudicial to the company’s interest.
Clause (iii)(c) of CARO 2020 order
In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have not been stipulated as the same
are repayable on demand.
Clause (iii)(d) of CARO 2020 order
In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have not been stipulated as the same
are repayable on demand.
Clause (iii)(e) of CARO 2020 order
As the loans given are repayable on demand, it is not possible to comment as to whether there is any amount which has fallen due during the year, has
been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.
Clause (iii)(f) of CARO 2020 order
According to the information explanation provided to us, the Company has granted loans/advances in the nature of loans repayable on demand or without
specifying any terms or period of repayment. The details of the same are as follows:
Particulars All Parties Related Parties Others
Aggregate amount of loans
‐ Repayable on Demand 2.00 ‐ 2.00
‐ Agreement does not specify any terms or period ‐ ‐ ‐
of repayment
Total 2.00 ‐ 2.00
Percentage of loans/ advances in nature of loans to
the total loans 100% ‐ 100%
Financial year 2023‐2024 (Standalone)
There are no such comments/statments given by Auditors in Companies (Auditors' Report) Order, 2020 issued by the Central Government of India under
sub‐section (11) of Section 143 of Companies Act, 2013 on the financial statements as at and for the financial year ended 31 March 2024.
Financial year 2022‐2023 (Standalone)
Clause (iii)(a) of CARO 2020 order
Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has not provided loans to subsidiaries
and associates. There is no joint venture of the Company.
Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans, or stood
guarantee to any other entity as below:
476STEAMHOUSE INDIA LIMITED
CIN ‐ U40300GJ2015PLC083493
Notes to Restated Financial Information
(All amounts are stated in INR in Millions unless otherwise stated)
Particulars Guarantee Loans
Aggregate amount during the year
‐ Others 3.00 74.10
Balance outstanding as at balance sheet date
‐ Others 46.00 0.00
Clause (iii)(b) of CARO 2020 order
According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and
conditions on which loans have been granted by the company during the year (aggregating to Rs.74.10 millions and balance outstanding as at the balance
sheet date is NIL) are not prejudicial to the company’s interest.
Clause (iii)(c) of CARO 2020 order
In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have not been stipulated as the same
are repayable on demand. Accordingly, it is not possible to comment on the regularity of repayment of principal and payment of interest.
Clause (iii)(d) of CARO 2020 order
In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have not been stipulated as the same
are repayable on demand. Accordingly, it is not possible to comment as to whether there is any amount which is overdue for more than 90 days and
whether reasonable steps have been taken by the company for recovery of the principal amount and interest.
Clause (iii)(e) of CARO 2020 order
As the loans given are repayable on demand, it is not possible to comment as to whether there is any amount which has fallen due during the year, has
been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.
Clause (iii)(f) of CARO 2020 order
According to the information explanation provided to us, the Company has granted loans/advances in the nature of loans repayable on demand or without
specifying any terms or period of repayment. The details of the same are as follows:
Particulars All Parties Related Parties Others
Aggregate amount of loans
‐ Repayable on Demand 74.10 74.10 ‐
‐ Agreement does not specify any terms or period ‐ ‐ ‐
of repayment
Total 74.10 74.10 ‐
Percentage of loans/ advances in nature of loans to 100% 100% 0%
the total loans
For Natvarlal Vepari & Co For and on behalf of the Board of Directors of
Chartered Accountants. For Steamhouse India Limited
Firm Reg. No. 123626W
Vishal Sanwarprasad Budhia Lalankumar Dayanand Yadav
Chairman and Managing Director Director
Urvesh B. Jhaveri DIN: 00017705 DIN: 07893781
Partner
Mem. No.: 115773
Date : 01‐12‐2025 Ramprakash Bhavdutt Sharma Shyam Bhadresh Kapadia
Place: Surat Director Company Secretary
DIN: 00048703 FCS ‐ 13082
Vaibhav Gattani
Chief Financial Officer
Date : 01‐12‐2025
Place: Surat
477OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company (the
“Audited Financial Statements”) are available on our website https://steamhouse.in/investors-relation/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements do not constitute (i) a part of this Updated Draft Red Herring
Prospectus-I; (iii) a red herring prospectus (iii) a prospectus, a statement in lieu of a prospectus, an offering
circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document
to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any other
applicable law in India or elsewhere.
The Audited Financial Statements should not be considered as part of information that any investor should
consider subscribing for or purchase any securities of our Company or any entity in which our Shareholders have
significant influence (collectively, the “Group”) and should not be relied upon or used as a basis for any
investment decision. None of the Group or any of its advisors, nor Book Running Lead Manager or the Promoter
Selling Shareholder, nor any of their respective employees, directors, affiliates, agents or representatives accept
any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the
Audited Financial Statements, or the opinions expressed therein.
Set forth below are the details of accounting ratios as of six month period ended September 30, 2025 and Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023 calculated based on the Restated Financial
Information:
Six month period Financial year Financial year Financial year
Particulars ended September ended March 31, ended March 31, ended March 31,
30, 2025 2025 2024 2023
Basic earnings per share1 (in ₹) 0.58* 1.38 1.21 1.48
Diluted earnings per share2 (in ₹) 0.58* 1.38 1.21 1.48
EBITDA3 (in ₹ million) 335.59 693.16 684.06 579.43
Net worth4 (in ₹ million) 1,396.70 1,310.00 1,027.09 568.42
Return on net worth5 (%) 9.37 23.79 26.47 58.76
Net asset value per share6 (in ₹) 6.18 5.80 4.55 7.58
*Not annualised
Notes:
1. Basic EPS amounts are calculated by dividing the restated profit for the year attributable to equity holders of the parent by the weighted
average number of equity shares outstanding during the year.
2. Diluted EPS amounts are calculated by dividing the restated profit attributable to equity holders of the parent by the weighted average
number of Equity shares outstanding during the year plus the weighted average number of Equity Shares that would be issued on
conversion of all the dilutive potential equity shares into Equity Shares.
3. Profit before finance costs depreciation/amortisation, share in profit of investment accounted for using equity method, exceptional items
and income tax expenses.
4. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation.
5. Calculated as restated profit for the year divided by Net Worth.
6. Calculated as Net worth divided by number of equity shares outstanding as at the year-end.
Reconciliation of non-GAAP measures
Reconciliation for the following non-GAAP financial measures included in this section, is set out below:
Reconciliation of Profit/ (loss) for the Year to EBITDA and EBITDA Margin
The table below reconciles restated profit for the year to EBITDA. EBITDA is calculated as profit/ (loss) for the year minus
other income exceptional items plus finance costs, depreciation and amortisation and total income tax expenses, while
EBITDA Margin is calculated as EBITDA divided by revenue from operations.
478Particulars Fiscal / Period
Six months 2025 2024 2023
ended September
30, 2025
(₹ million, unless otherwise stated)
Profit for the year (I) 130.85 311.61 271.86 333.99
Other income (II) 13.16 34.23 14.46 10.97
Finance costs (III) 110.43 221.80 186.78 93.25
Depreciation and amortization 70.38 115.94 78.70 55.16
expense (IV)
Total income tax expense (V) 37.09 78.05 161.18 108.00
Exceptional Items (VI) - - - -
EBITDA (VII = I-II+III+IV+V- 335.59 693.16 684.06 579.43
VI)
Revenue from operations (VIII) 2,384.17 3,951.06 2,917.10 3,155.39
EBITDA Margin (%) (IX) = 14.08 17.54 23.45 18.36
(VII/VIII)
*Not annualised
Reconciliation of net worth to net asset value per equity share
The table below reconciles net worth to net asset value per equity share. Net asset value per equity share is calculated as net
worth divided by number of Equity Shares outstanding as at the year/ period.
Particulars As at
Six months ended March 31, March 31, March 31,
September 30, 2025 2025 2024 2023
Net worth (I) (₹ million) 1,396.70 1,310.00 1027.09 568.42
Number of Equity Shares outstanding 225,976,750.00 225,976,750 75,000,000
shares as at the year/ period (II) 225,976,750.00
Net Asset Value per equity share (III) 6.18 5.80 4.55 7.58
= (I/II) (₹ per share)
479MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey management’s perspective on our financial condition and results
of operations for the six-month period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal
2023. This discussion and analysis is based on, and should be read in conjunction with, our Restated Financial
Information (including the schedules, notes and significant accounting policies thereto) included in the section
titled “Restated Financial Information” on page 372.
Our Restated Financial Information have been derived from our audited Ind AS financial statements for the six-
month period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, and restated in
accordance with the SEBI ICDR Regulations and the Guidance Note on Reports on Company Prospectuses
(Revised 2019) issued by the ICAI. Our financial statements are prepared in accordance with Ind AS, notified
under the Companies (Indian Accounting Standards) Rules, 2015, and read with Section 133 of the Companies
Act, 2013 to the extent applicable. Ind AS differs in certain material respects from IFRS and U.S. GAAP and other
accounting principles with which prospective investors may be familiar. Accordingly, the degree to which the
financial statements prepared in accordance with Ind AS included in this Updated Draft Red Herring Prospectus-
I (“UDRHP-I”) will provide meaningful information is entirely dependent on the reader’s level of familiarity
with Ind AS accounting policies. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the
financial information included in this UDRHP-I, nor do we provide a reconciliation of our financial information
to IFRS or U.S. GAAP. Any reliance by persons not familiar with Ind AS accounting policies on the financial
disclosures presented in this UDRHP-I should accordingly be limited. Please also see “Risk Factors – Significant
differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be
material to the financial statements prepared and presented in accordance with Ind-AS contained in this Updated
Draft Red Herring Prospectus-I”, on page 86.
Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months
ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted. References
to a six-month period are to the six months ended September 30 of a particular fiscal year.
Unless otherwise indicated or the context requires otherwise, the financial information for the six-month period
ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein have been derived
from our restated balance sheets as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31,
2023, and restated statements of profit and loss, cash flows and changes in equity for the six-month period ended
September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 of the Company, together with the
statement of significant accounting policies, and other explanatory information thereon.
Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward-
Looking Statements” on page 19 for a discussion of the risks and uncertainties related to those statements and
also the section titled “Risk Factors” and “Our Business” on pages 34 and 284, respectively, for a discussion of
certain factors that may affect our business, results of operations and financial condition. The actual results of
the Company may differ materially from those expressed in or implied by these forward-looking statements.
Unless stated otherwise, industry and market data used in this section has been obtained or derived from the
report titled “Industry Report on Community Industrial Gases Generation & Distribution in India”, dated
November 28, 2025 (“F&S Report”), prepared and issued by Frost & Sullivan and publicly available information
as well as other industry publications and sources. The F&S Report has been commissioned and paid for by the
Company exclusively for the purpose of the Offering. Unless otherwise indicated, all financial, operational,
industry and other related information derived from the F&S Report and included herein with respect to any
particular year, refers to such information for the relevant calendar year. Frost & Sullivan was appointed by our
Company pursuant to an engagement letter dated December 21, 2024 and is not connected to our Company, our
Directors, our Promoters, our Subsidiary, our Key Managerial Personnel, Senior Management or BRLM. A copy
of the F&S Report is available on our website at https://steamhouse.in/.
For further details and risks in relation to commissioned reports, see “Risk Factors — Certain sections of this
Updated Draft Red Herring Prospectus-I contain information from the F&S Report which we commissioned and
purchased and any reliance on such information for making an investment decision in the Offer is subject to
inherent risks” on page 83. Also, see “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Industry and market data” on page 17.
480Unless otherwise stated, a reference to “the Company”, “our Company” “we”, “us” and “our” in this section
is a reference to Steamhouse India Limited.
Overview
We are an Indian company specializing in the generation and centralized distribution of industrial gases, including
steam and nitrogen, through our pipeline network. We and our Promoters are pioneers of the community boiler
system in India, which was first introduced in 2014. (Source: F&S Report). Our community industrial gas
generation and distribution systems provide gas to various industrial customers from a pipeline network, which
provides an alternative to each individual customer having its own infrastructure. A shift towards community
industrial gas generation and distribution systems also contributes to sustainability by centralizing boiler
operations, which leads to lower emissions and improved fuel utilization. (Source: F&S Report).
Having established our steam generation business in India, we are now embarking on an expansion plan of
supplying other industrial gases. Our Company commenced nitrogen production and supply on February 1, 2025.
We commissioned our first project for nitrogen supply through a pipeline network at our Ankleshwar facility, and
we generated ₹0.90 million revenue from our nitrogen operations in Fiscal 2025 and ₹3.01 million revenue from
our nitrogen operations in the six-month period ended September 30, 2025. We are the only company in India that
supplies nitrogen using a distributed pipeline network instead of the common practice of supplying in cryogenic
tanks and onsite nitrogen generation. (Source: F&S Report).
Our industrial gas business consists of:
• Generation and Distribution of Steam: The generation and distribution of steam through our community
boiler system and pipelines, which is our primary business offering.
• Purchase and Distribution of Steam: We purchase steam produced by other steam generating entities
and distribute it to our customers through our pipeline network.
• Separation, Compression and Distribution of Nitrogen: We extract nitrogen from atmospheric air by
separating it from other atmospheric gases, compressing it and supplying purified nitrogen through our
pipeline network.
As we procure required quantities of coal as the primary fuel for our industrial gas business, we also engage in
coal trading based on purchase order as we have no fixed coal supply contracts with our customers. During the
six-month period ended September 30, 2025, Fiscal 2025and Fiscal 2023, we also supplied coal to our group
company, Sanjoo Dyeing and Printing Mills Private Limited and Sanjoo Prints Private Limited, which were
related party transactions.
The table below sets forth our revenue from each of our offerings and their contribution to our revenue from
operations for the periods indicated.
Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of % of
revenue revenue revenue revenue
Particulars(1) Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹
(%) (₹ millions) (%) (%) (%)
millions) millions) millions)
Generation and
1,286.65 53.97% 2,392.86 60.56% 2,893.66 99.19% 2,886.01 91.46%
distribution of steam(2)
Purchase and
411.11 17.24% 778.91 19.71% 0.02 0.00% - -
distribution of steam(3)
Coal trading 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
Generation and
distribution of 3.01 0.13% 0.90 0.02% - - - -
nitrogen gas
Others(4) 12.41 0.52% 15.93 0.40% 23.24 0.80% 5.94 0.19%
481Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of % of
revenue revenue revenue revenue
Particulars(1) Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹
(%) (₹ millions) (%) (%) (%)
millions) millions) millions)
Revenue from
2,384.17 100.00% 3,951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
operations
(1) Our revenue from the separation, compression and distribution of nitrogen commenced in February 1, 2025.
(2) We generate and distribute steam from facilities in Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase 2,
Sarigam, Nandesari and Panoli.
(3) We purchase steam in Dahej GIDC and Sachin GIDC and distribute through pipelines.
(4) This includes sales of flow meters, sales of scrap and other components.
We currently operate seven community steam boilers (six owned and one leased) in Gujarat through which we
generate and distribute steam including Vapi Phase 1, Vapi WTE unit, Ankleshwar Phase 1, Ankleshwar Phase
2, Sarigam, Nandesari and Panoli. Our facilities are strategically located near Indian ports and near customer
clusters in Gujarat. As of November 15, 2025, our combined installed plant capacity for steam across our seven
boilers is an aggregate of 345 tonnes per hour (“TPH”), which translates to an annual installed capacity of
21,85,920 tonnes per annum (“TPA”).7 In addition, we distribute steam that we purchase in Dahej GIDC and
Sachin GIDC. We also have one nitrogen generation and distribution facility, which is located in Ankleshwar and
commenced commercial operations on February 1, 2025 with a capacity of 350 NM3/hour.
We endeavour to meet the steam requirements of our customers through our community boilers by implementing
eco-friendly solutions, reducing pollution from several industries and providing cost efficient solutions. Except
for our waste fired boilers, all our steam boilers have atmospheric fluidized bed combustion (“AFBC”) designs
that reduce fuel consumption. These AFBC boilers help reduce the emission of sulphur oxide (“SOx”) and
nitrogen oxide (“NOx”), which are major air pollutants. Further, the use of community boilers often results in
more efficient and optimized combustion processes as compared to individual boilers. (Source: F&S Report).
We utilize a diverse range of fuels in our operational community steam boiler facilities, including coal and non-
fossil fuels like plastic waste and textile chindi to generate steam. In addition, we are now exploring increased use
of alternative fuel sources such as agro-waste and refuse-derived fuel (“RDF”) as a source of fuel for generating
steam.
As of November 15, 2025, we owned, operated and maintained a 56,236 meters operational pipeline system
connecting our facilities to our customers’ premises. We have established pipeline rights-of-ways, which are
easements granting us the legal right to use land for pipelines, with our pipelines typically connecting to customer-
owned pipes on their premises.
The following table describes our pipeline network for the periods indicated.
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Pipeline installed (in meters) 55,916 47,526 41,539 27,085
* The information is based on the certificate issued by Dr. P.J. Gandhi, Chartered Engineer, dated December 1, 2025.
We use flow meters and Supervisory Control and Data Acquisition (“SCADA”) systems for real-time monitoring
in a single interface. We track the generation and consumption of industrial gasses, pressure, temperature and
other critical parameters including suspended particulate matter (“SPM”), SOx and NOx emissions and, in case
of waste fired boilers, we also monitor hydrochloric acid (“HCL”). We also map our installations with the
assistance of drones to monitor leakages in our pipelines.
We have an established industrial customer base in Gujarat, India with reputed clients across key sectors including,
pharmaceuticals, chemicals, textiles, agro-chemicals, tyres, dyes and pigments, polymers, paints and other sectors.
Selected examples of our customer base include Aether Industries Limited, Anupam Rasayan India Limited,
Anupam Rasayan Limited, Globe Enviro Care limited, Gujarat Polysol Chemicals Private Limited, Devanshi
7 Annual installed capacity has been calculated assuming 330 operational days and boilers operating at an efficiency of 80%.
482Dyestuff, K. Patel Chemo Pharma Private Limited, K. Patel Dye Chem Industries Private Limited, Mahavir
Synthesis Private Limited, Mangalam Intermediaries, Orgo Chem Gujarat Private Limited and Subhasri Pigments
Limited. For the six-month period ended September 30, 2025 and for Fiscal 2025, our revenues from repeat
customers accounted for 96.64% and 88.01% of our revenues from operations, respectively.
Significant Factors Affecting Our Results of Operations
Our financial performance and results of operations are influenced by a number of important factors, some of
which are beyond our control, including without limitation, intense global and domestic competition, general
economic conditions, changes in conditions in the regional markets in which we operate, changes in costs of
supplies, and evolving government regulations and policies. Some of the more important factors are discussed
below, as well as in the section titled “Risk Factors” on page 34.
Raw material price fluctuations and availability
Our primary raw material currently used by our boilers for generation of steam is coal. We also use, and intend
to increase our use of, non-fossil fuels, such as plastic waste, textile chindi, agro-waste, and RDF. Our business
is subject to the availability and quality of raw materials from our suppliers, particularly coal. We predominantly
purchase our coal from Indian importers, who in turn procure it predominantly from overseas suppliers,
particularly in Indonesia. We also purchase coal on a “high seas’ basis”, which is where we purchase coal still in
transit at sea before it enters Indian customs territory, and directly from overseas suppliers. Accordingly, while a
substantial majority of our supply purchases are characterized in our financial statements as purchases from India,
most of our supplies are sourced by our suppliers from outside India. Our dependence on foreign supplies for raw
materials, particularly for coal, subjects us to certain risks and uncertainties, which include political and economic
instability in the countries from which such raw materials are imported, disruptions in transportation, currency
exchange rates and transport costs, amongst others. Any disruption in the supply of coal from sources outside
India, including as a result of any trade restrictions, sanctions or higher tariffs placed by India on purchases made
from other countries or similar restrictions are placed by the exporting country for supply of products to India,
and other key imported raw materials may significantly impact our sourcing decisions and may lead to increased
costs of purchase or shortages of key raw materials. Any such impact could have a material adverse effect on our
business, results of operations, cash flows and financial condition.
We usually do not enter long-term supply contracts with our raw material suppliers, and typically source raw
materials on a purchase order basis. The terms and conditions of these purchase orders contain provisions related
to the supplier’s product quantity, pricing, payment and delivery terms. We typically purchase raw materials
based on our estimated requirements, taking into consideration any expected fluctuation in raw material prices
and lead time. We face the risk that suppliers may be unable to provide raw materials in the quantities we ordered
on a timely basis or at all or that the market price of raw materials may increase without warning. Whenever we
determine that there is availability risk with respect to our key raw materials, we intend to try to mitigate such
availability risk by entering into supply agreements with the relevant suppliers.
The supply and pricing of our raw materials can be volatile due to a number of factors beyond our control,
including global demand and supply, general economic and political conditions, transportation, competition,
import duties and tariffs. The pricing of our steam sales is linked directly to the pricing of raw materials, in
particular coal. Further, the price of coal is based on, or linked to, the domestic prices of coal. Under the terms of
the agreements with our customers, we are able to pass on all raw material price increases to our customers and,
therefore, are not exposed to material risk from increases in prices of coal and other raw materials. However, we
face the risk that suppliers may be unable to provide raw materials in the quantities we ordered on a timely basis
or at all. In cases where key raw materials may not be available on a timely basis or at all, we may be unable to
produce steam in sufficient quantities to satisfy customer requirements, which could cause a material reduction in
our revenue from operations, and may have a material adverse effect on our business, financial condition and
results of operations.
The table below sets forth our Cost of Goods Sold, which is the sum of our cost of materials consumed, purchases
of stock in trade and changes in inventories of finished goods, work-in-progress and stock-in trade, in the six-
month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, including as a percentage of
our total expenses for the respective periods:
483Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
expenses expenses expenses expenses
(₹ millions) (%) (₹ millions) (%) (₹ millions) (%) (₹ millions) (%)
Cost of Goods Sold* 1,795.62 80.54% 2,838.38 78.94% 1,796.23 71.89% 2,273.33 83.44%
* Cost of Goods Sold is calculated as the sum of our cost of materials consumed, purchases of stock in trade and changes in inventories of
finished goods, work-in-progress and stock-in trade.
The table below sets forth our purchases from suppliers in India and outside India, including as a percentage of
our total purchases, for the periods indicated:
Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of % of
Particulars purchases purchases purchases purchases
Amount Amount Amount Amount
for the for the for the for the
period* year* year* year*
(₹ millions) (%) (₹ millions) (%) (₹ millions) (%) (₹ millions) (%)
India# 1,643.76 100.00% 2,728.95 96.24% 1,703.89 78.33% 2,064.76 88.64%
Outside India
- High Sea
0.00 0.00% 106.60 3.76% 359.30 16.52% - -
Purchases
- Direct
0.00 0.00% 0.00 0.00% 112.13 5.15% 264.63 11.36%
imports
Total Outside
0.00 0.00% 106.60 3.76% 471.43 21.67% 264.63 11.36%
India
Total 1,643.76 100.00% 2,835.54 100.00% 2,175.32 100.00% 2,329.39 100.00%
* Includes purchases of stock-in-trade.
# While a substantial majority of our supply purchases are characterized in our financial statements as purchases from India, most of our
supplies are sourced by our suppliers from outside India.
As we predominantly purchase our coal from Indian importers, our expenditures on coal and other raw materials
are predominantly made in Indian Rupees. However, since our Indian importers source their supplies from outside
India, their raw materials imports are generally denominated in foreign currencies, primarily U.S. Dollars.
Accordingly, we have indirect currency exposures relating to buying and selling raw materials imported by our
Indian suppliers in currencies other than in Indian Rupees, particularly the U.S. Dollar. We do not enter into any
hedging activities for our raw materials procurements. We can, therefore, be indirectly affected by fluctuations in
exchange rates among the U.S. Dollar, Indian Rupee and other currencies, as any weakening of the Indian Rupee
against the U.S. Dollar, for example, could cause our expenses to increase. While we are able to pass on any such
cost increases to our customers, our cash outflows may increase and our profit margins may be adversely impacted.
Customer concentration
We served 174 customers during the six-month period ended September 30, 2025, 173 customers during Fiscal
2025, 125 customers during Fiscal 2024 and 91 customers during Fiscal 2023. We have a diverse customer base
compromising of institutional customers in a range of industries, including chemicals, agro-chemicals, textiles,
pharmaceuticals, paints, cosmetics and water treatment. Some of our major customers include Aether Industries
Limited, Anupam Rasayan India Limited, Globe Enviro Care Limited, Gujarat Polysol Chemicals Limited and
Mahavir Synthesis Private Limited. However, our top 10 customers represent a significant portion of our revenue.
Accordingly, our ability to manage and sustain customer relationships is critical to our business.
The table below sets forth our revenue from sales to our largest customer, top 3 customers and top 10 customers
and their respective revenue contributions, expressed as a percentage of our revenue from operations, for the six-
month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:
484Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of
% of % of
revenue revenue
Particulars revenue revenue
Amount from Amount from Amount Amount
from from
operation operation
operations operations
s s
(₹ millions) (%) (₹ millions) (%) (₹ millions) (%) (₹ millions) (%)
Largest customer 563.88 23.65% 656.03 16.60% 314.19 10.77% 469.60 14.88%
Top 3 customers 829.80 34.80% 1,117.92 28.29% 833.92 28.59% 1,082.31 34.30%
Top 10 customers 1,259.55 52.83% 2,131.67 53.95% 1,744.12 59.79% 2,011.83 63.76%
Our Group Company, Sanjoo Dyeing and Printing Mills Private Limited, is a related party to the Company and
was one of our top ten customers in the six months ended September 30, 2025 and in Fiscal 2025 and was one of
our top ten suppliers in the six-month period ended September 30, 2025, and in Fiscal 2025, Fiscal 2024 and
Fiscal 2023. Our Group Company, Sanjoo Prints Private Limited (“Sanjoo Prints”), is a related party to the
Company and was one of our top ten customers in Fiscal 2024 and was one of our top ten suppliers in Fiscal 2024.
Except Sanjoo Dyeing and Printing Mills Private Limited (“Sanjoo Dyeing”) and Sanjoo Prints, none of our top
ten customers for the six-month period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal
2023 are either related parties or related to our Company, our Promoters, our Directors or our Subsidiary.
We enjoy long-term relationships and ongoing active engagements with many repeat customers (defined as
customers and/or customer groups where our Company has recognized revenues from such customer and/or
customer groups in at least one of the last three fiscal years preceding the fiscal year/period for which the data is
being disclosed). As of September 30, 2025, we enjoyed relationships in excess of three years with all of our top
10 customers for sale of steam. In the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and
Fiscal 2023, we derived approximately 96.64%, 88.01%, 91.49% and 90.29%, respectively, of our revenue from
operations from repeat customers. We expect that our top customers will continue to contribute a significant
portion of our revenue from operations for the foreseeable future.
We enter into customer supply arrangements of between 12 months and 10 years with our customers (including
our top 10 customers). We rely on these contracts to govern the price, volume and other terms of sales for our
steam. We generally determine the prices for our steam generation with our customers based two factors – (i) a
fixed price per unit of steam component, which is subject to reserved escalation year-on-year that is designed to
cover inflation (other than coal prices), and (ii) a variable price per unit of steam component that is linked to the
coal price. Our customers may terminate their contracts or choose to reduce offtake for a number of reasons
including, but not limited to, breach of agreement and reduction in demand in their end user industries. In Fiscal
2025, there were instances where customer agreements have been terminated by us or the customer. In the future,
if any of our customers become unable or unwilling to fulfil their contractual obligations to us or if they otherwise
terminate their agreements with us prior to the expiration thereof, our business, results of operations, cash flows
and financial condition could be adversely affected
Customers that do not have a written agreement with us procure industrial gases from us on an invoice basis and
have no continuing obligation to continue purchasing from us. Certain of these customers have chosen not to
continue to purchase industrial gases or coal from us during the six-month period ended September 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023. Accordingly, our business, results of operations, cash flows and
financial condition could be adversely affected if any significant customers do not continue to purchase industrial
gases from us on an invoice basis.
There is no assurance that our customers (in particular, our top 10 customers for the relevant fiscal period) will
continue to source industrial gases from us at volumes or rates consistent with, and commensurate to, the amount
of business received from them historically, or at all. Any decrease in orders from our major customers and/or
failure to retain such customers on terms that are commercially viable could adversely affect our business,
financial condition and results of operations. In addition, any defaults or delays in payments by a major customer
or a significant portion of our major customers may have an adverse effect on business, financial condition and
results of operations.
485Capital expenditure and cost of funding
We require substantial capital to maintain our existing offices and facilities, to purchase, maintain and upgrade
equipment and other machinery for our industrial gas generation facilities in order to service our customers, and
to construct new facilities for our new planned projects.
We have incurred significant capital expenditure in recent fiscal years to construct new facilities and the expansion
of our pipeline network. During the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and
Fiscal 2023, we incurred capital expenditure (defined as acquisition of property, plant & equipment, capital-work-
in-progress and intangible assets) on a restated basis of ₹493.67 million, ₹1,055.36 million, ₹850.52 million and
₹722.92 million, respectively. For more information, see “– Capital Expenditure and cost of funding” in this
section and “Our Business – Our Facilities” on pages 286 and 299, respectively.
In particular, we have confirmed plans for new community industrial gas facilities: Nandesari (Phase 2), Jhagadia,
Vapi (Phase 3), Dahej SEZ, Ankleshwar (Phase 3), Pirana (Ahmedabad), Tarapur and Panoli (Phase 2). Among
these planned facilities of Nandesari (Phase 2), Vapi (Phase 3), and Pirana (Ahmedabad) are expected to use non-
fossil fuel for generation of steam.
The following table provides information on the status, project cost, source of funds, expected timelines and any
customer tie-ups for the purchase of steam as of September 30, 2025 in respect of our Nandesari (Phase 2),
Jhagadia, Vapi (Phase 3), Tarapur and Pirana projects:
Source of Funds of total
Project cost
All project cost Expected
(₹ millions) Customer
relevant (₹ millions) timeline
tie-ups for
Project Name approvals Debt for start
Spent till purchase of
in place finance Internal of
Proposed September Subsidy steam
(yes/no) or lease Accrual operations
30, 2025
finance
Nandesari Calendar Not
Yes 394.26 286.23 295.70 - 98.56
(Phase 2) year 2 026 Avail able
Between 6 to
Calendar 22 TPH as
Jhagadia Yes 150.00 134.95 56.00 - 94.00
year 2 026 agreed with
the cus tomer
Between 150
to 400 TPD
Calendar
Vapi (Phase 3) Yes 400.00 295.54 300.00 - 100.00 as agreed
year 2 026
with the
custo mer
Calendar Not
Pirana No 695.00 105.92 260.00 347.50 87.50
year 2 027 Available
Calendar
Not
Tarapur No 450.00* 85.82 337.50 - 112.50 year 2027
Available
*We are contemplating raising term debt up to 75% of the proposed project cost.
For further details on our expansion plans, see “Our Business – Our Planned Facilities” on page 303.
We expect to meet our capital expenditure requirements through a combination of internal accruals, short- and
long-term borrowings from banks, and overdraft facilities that are repayable on demand.
Interest expenses on our borrowings have formed a higher share of our expenses since Fiscal 2023. In Fiscal 2025,
Fiscal 2024 and Fiscal 2023, our finance costs represented 5.61%, 6.40 % and 2.96%, respectively, of our revenue
from operations. The increase in finance costs as a percentage of our revenue from operations from Fiscal 2023
to Fiscal 2025 is primarily due to an increase in borrowings to finance our capital expenditure and working capital.
For the six-month period ended September 30, 2025, our finance costs represented 4.63% of our revenue from
operations.
As at September 30, 2025, our non-current borrowings totaled ₹830.95 million, which mainly comprised secured
term loans from banks in the amount of ₹464.29 million and Non-Convertible debentures from Ascertis Credit
(Formerly known as BPEA) of ₹300.33 million, while our current borrowings totaled ₹1,335.02 million. A majority
486of our borrowings is currently comprised of term loans from banks and Non-convertible debentures, which bear
interest at fixed rates of between 8.14% and 16.08% per annum, loans from non-banking financial institutions,
which bear interest at fixed rates of between 6.72% and 14.25% per annum, and letters of credit from banks, which
bear letter of credit (“LC”) commission at rates between 0.55% and 0.75% per annum. As our business grows, we
intend to repay our borrowings over time, which will reduce periodic debt payments and the amount of interest
accruals. We also expect to allocate a portion of the Net Proceeds to repayment of our borrowings. For more
information, see “Objects of the Offer” on page 133. The resulting increased cash flow will allow us to allocate
funds for other opportunities and improve liquidity within our business.
The actual amount and timing of our future capital requirements may differ from estimates as a result of, among
other things, unforeseen delays or cost overruns in developing our new projects, changes in business plans due to
prevailing economic conditions, unanticipated expenses and regulatory changes. To the extent our planned
expenditure requirements exceed our available resources, we will be required to seek additional debt or equity
financing. Additional debt financing could increase our interest costs and require us to comply with additional
restrictive covenants in our financing agreements. Additional equity financing could dilute our earnings per Equity
Share and your interest in the Company and could adversely impact our Equity Share price. Moreover, we are
significantly dependent on our banks to continue to offer sufficient amounts of funding on commercially
reasonable terms. In the event that we are unable to raise sufficient funding on a timely basis or at all, our ability
to service our existing and/or new projects could be compromised, which could adversely affect our business,
reputation, results of operations and financial condition.
Product offerings
We have positioned our Company to benefit from the growth in the Indian industrial sector through the
development of our dedicated pipeline network. Industrial gases are indispensable to large-scale industries, such
as oil refining, chemical processing, and steel manufacturing, where they play a critical role in optimizing
production efficiency and ensuring operational stability. As the Indian industrial sector continues to expand, the
supply of industrial gases through pipelines is emerging as a preferred alternative. (Source: F&S Report).
Our industrial gas business consists of the (i) generation and distribution of steam, (ii) purchase and distribution
of steam, and (iii) separation, compression and distribution of nitrogen. While the generation and distribution of
steam through our community boiler system is our primary business offering, we have now embarked on an
expansion plan of supplying other industrial gases as a complement to our core competency of steam generation
and distribution. Recognizing the potential of pipeline distribution from our experience with steam distribution,
we developed our own pipeline-based nitrogen supply model. Our Company commenced nitrogen production and
supply on February 1, 2025. This marks a significant step towards providing comprehensive and sustainable
industrial gas solutions, further reinforcing our commitment to innovation and efficiency in the sector. We intend
to continue expanding on and diversifying our business and product offerings, which we believe will enable us to
capitalize on the growing demand for industrial gases in India and be a driver of revenue growth for us.
Competition
We specialize in the generation and centralized distribution of industrial gases, including steam and nitrogen,
through our own dedicated pipeline network. We are a market leader in the supply of steam through community
boilers in India. (Source: F&S Report). We have developed an exclusive pipeline network through which we
distribute industrial gases to our customers, which we believe to be a significant competitive advantage due to,
among other things, the limited space available for set up of additional distribution networks by other companies.
As the industrial gases sector grows and evolves, we may also face new competitors who are not currently in the
market. In addition, we face competition from developers of renewable energy facilities, including biomass and
nuclear energy producers, as well as other emerging sources of renewable electricity such as green hydrogen.
Competition from such producers may increase if the technology used to generate steam from these other
renewable energy sources becomes more sophisticated and cost-effective, or if the GoI elects to further strengthen
its support of such renewable energy sources.
Furthermore, our competitors may have greater operational, financial, technical, management or other resources
to achieve better economies of scale and lower cost of capital, allowing them to attract customers at more
competitive rates. Our competitors may also have a more effective or established localized business presence or
a greater willingness or ability to operate with little or no operating margins for sustained periods of time. Our
competitors may also enter into strategic alliances or form affiliates with other competitors to our detriment.
487Moreover, suppliers or contractors may merge with our competitors, which may limit our choices of suppliers or
contractors and hence the flexibility of our overall project execution capabilities. Any increase in competition
during the bidding process or reduction in our competitive capabilities could materially and adversely affect our
market share and the profit that we generate from our projects. Any inability on our part to remain competitive
in our markets will adversely affect our financial condition and results of operation.
Macroeconomic trends that affect the industrial sectors in which our end customers operate
Our growth and results of operations and financial condition are significantly affected by end-customer demand
for our products and services, which in turn is linked to macroeconomic factors driving demand for our end-
customers’ products and services in India and globally. These factors may include levels of per capita disposable
income, levels of consumer spending, consumer preferences, business investment, changes in interest rates, fuel
and power prices, government policies or taxation, social or civil unrest and political, economic or other
developments that affect consumption and business activities in general.
Our performance may decline during recessionary periods or in other periods where one or more macro-economic
factors, or potential macro-economic factors, negatively affect the level of consumer and business confidence and
consumption, or the demand for the products and services offered by our end-customers.
Geographic concentration
A large portion of our business operations is concentrated in the state of Gujarat. We currently own and operate
seven community steam boilers in Gujarat through which we generate and distribute steam, including in Vapi
Phase 1, Vapi WTE Unit, Ankleshwar Phase 1, Ankleshwar Phase 2, Sarigam, Nandesari and Panoli. We also
have one nitrogen generation and distribution facility located in Ankleshwar. Further, much of our capacity
expansion as part of our strategy is planned for the state of Gujarat. The concentration of our operations in Gujarat
heightens our exposure to adverse developments in local and regional factors, such as economic and weather
conditions, natural disasters, political, demographic and population changes, adverse regulatory developments,
civil unrest and other unforeseen events and circumstances. In the event of a slowdown in the economic activity
in Gujarat, or any other of the aforementioned developments that leads to a sustained economic downturn, we
may experience an adverse impact on our business, results of operations and financial condition, which are largely
dependent on the performance and other prevailing conditions affecting the economies of Gujarat. While we have
not faced any such disruptions in the past, we cannot assure you that there will not be any significant developments
in these regions in the future that may adversely affect our business, results of operations, cash flows and financial
condition.
Government regulations and policies
The development and profitability of steam and industrial gas projects in the locations in which we operate are
dependent on policy and regulatory frameworks that support such developments. As part of a new steam or
industrial gas project, we may be required to obtain regulatory approvals, licenses and/or permits, secure
appropriate land and pipeline space, with satisfactory use permits, and ensure availability of adequate
infrastructure and obtaining rights to interconnect the project to the grid or other transmission infrastructure.
Success in developing a project depends on our ability to secure and obtain all requisite approvals, licenses and/or
permits. Changes in policies could lead to a significant reduction in or a discontinuation of the support for steam
and industrial gas projects in such locations. Without such support, our projects might not be commercially viable
in such locations. Any delays or unexpected difficulties in obtaining such approvals, licenses and/or permits will
adversely affect our ability to commission and develop new projects and may impair our business strategy and
adversely affect our future business, results of operations, cash flows and financial condition. In addition, further
restrictions on the steam and industrial gas business, including amendments to The Indian Boilers Act, 2025 and
other applicable legislation and regulation, may add compliance costs to our business or impose restrictions on
our operations that could materially impact our business, results of operations, cash flows and financial condition.
Further, as coal is still our primary fuel source, any regulations which push for cleaner and environmentally
friendly alternatives to coal fired boilers may adversely could materially impact our operations. In addition, the
imposition of extra duties being levied on coal, additional restrictions, regulations or tariffs on the import of coal
or the restrictions on coal’s use could materially impact our operations, including increases to our operating costs
and reductions to our margins.
488Key Performance Indicators and Non-GAAP Financial Measures
In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-
GAAP financial measures and key performance indicators that are presented below as supplemental measures to
review and assess our operating performance. Our management does not consider these non-GAAP financial
measures and key performance indicators in isolation or as an alternative to the Restated Financial Information.
We present these non-GAAP financial measures and key performance indicators because we believe they are
useful to our Company in assessing and evaluating our operating performance, and for internal planning and
forecasting purposes. We believe these non-GAAP financial measures and key performance indicators, when
taken collectively with the Restated Financial Information, prepared in accordance with Ind AS, may be helpful
to investors as an additional tool to evaluate our ongoing operating results and trends and to compare our financial
results to prior periods.
Non-GAAP financial information is not recognized under Ind AS and do not have standardized meanings
prescribed by Ind AS. In addition, non-GAAP financial measures and key performance indicators used by us may
differ from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-
GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be
recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations
as they reflect the exercise of judgment by management about which expenses and income are excluded or
included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-
GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP
financial measures to their most directly comparable Ind AS financial measures included below and to not rely on
any single financial measure to evaluate our business. Other companies may calculate non-GAAP metrics
differently from the way we calculate these metrics. See “Risk Factors – We have in this Updated Red Herring
Prospectus-I included certain Non-GAAP Measures that may vary from any standard methodology that is
applicable across the mining and logistics industries and may not be comparable with financial information of
similar nomenclature computed and presented by other companies” on page 83.
Reconciliation of non-GAAP measures
Reconciliation for the following non-GAAP financial measures included in this section is set out below:
Reconciliation of Restated Profit after tax for the period/year to EBITDA and EBITDA Margin
The table below reconciles restated profit after tax for the period/year to EBITDA. EBITDA is calculated as
restated profit after tax for the period/year minus other income plus finance costs, depreciation, amortization and
impairment expense and total tax expense, while EBITDA Margin is calculated as EBITDA divided by revenue
from operations.
(₹ in millions, except percentages)
For the six For the fiscal year ended March 31,
months ended
Particulars
September 30, 2025 2024 2023
2025
Restated Profit after tax for the period/year (I) 130.85 311.61 271.86 333.99
Other Income (II) 13.16 34.23 14.46 10.97
Finance Costs (III) 110.43 221.80 186.78 93.25
Depreciation, Amortization and Impairment
70.38 115.94 78.70 55.16
Expense (IV)
Total Tax Expenses (V) 37.09 78.05 161.18 108.00
EBITDA (VI) = (I-II+III+IV+V) 335.59 693.16 684.06 579.43
Revenue from operations (VII) 2,384.17 3,951.06 2,917.10 3,155.39
EBITDA Margin (VIII=VI/VII) 14.08% 17.54% 23.45% 18.36%
Reconciliation of Restated Profit after tax for the period/year to PAT Margin
The following table sets forth our restated profit after tax margin (PAT Margin), including a reconciliation of such
financial measure to the Restated Financial Information, for the six-month period ended September 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023. PAT Margin is calculated as profit after tax for the year/period divided
by total income.
489(₹ in millions, except percentages)
For the six For the fiscal year ended March 31,
months ended
Particulars
September 30, 2025 2024 2023
2025
Restated Profit after tax for the period/year (A) 130.85 311.61 271.86 333.99
Total income (B) 2,397.33 3,985.29 2,931.55 3,166.36
PAT Margin (C=A/B) 5.46% 7.82% 9.27% 10.55%
Reconciliation of Total Equity to Return on Equity
The following table sets forth our Return on Equity, including a reconciliation of such financial measure to the
Restated Financial Information, for the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and
Fiscal 2023. Return on Equity is calculated as restated profit after tax for the period/year divided by total equity
as at the end of the year/period.
(₹ in millions, except percentages)
As at, or for the As at, and for the fiscal year ended, March 31,
six months ended,
Particulars
September 30, 2025 2024 2023
2025
Restated Profit after tax for the period/year (A) 130.85 311.61 271.86 333.99
Total equity (B) 1,467.62 1,324.45 1,035.45 568.42
Return on Equity (C=A/B) 8.92%* 23.53% 26.26% 58.76%
* Amounts for the six-month period ended September 30, 2025 are not annualized.
Reconciliation of Total Equity to Capital Employed, and Restated Profit after tax for the period/year to EBIT
and Return on Capital Employed
The following table sets forth our Return on Capital Employed, including a reconciliation of such financial
measure to the Restated Financial Information, for the six-month period ended September 30, 2025, Fiscal 2025,
Fiscal 2024 and Fiscal 2023. Return on Capital Employed is calculated as (1) EBIT divided by (2) Capital
Employed. EBIT is calculated as the sum of (i) restated profit after tax for the period/year, (ii) total tax expenses,
and (iii) finance costs. Capital Employed is calculated as total equity plus non-current borrowings and current
borrowings.
(₹ in millions, except percentages)
As at, or for the As at, and for the fiscal year ended, March 31,
six months ended,
Particulars
September 30, 2025 2024 2023
2025
Total equity (I) 1,467.62 1,324.45 1,035.45 568.42
Non-Current Borrowings (II) 830.95 988.87 980.34 397.56
Current Borrowings (III) 1,335.02 1,240.60 1,046.72 661.85
Capital Employed (IV = I + II + III) 3,633.60 3,553.92 3,062.51 1,627.83
Restated Profit after tax for the period/year (V) 130.85 311.61 271.86 333.99
Add: Total Tax Expense (VI) 37.09 78.05 161.18 108.00
Add: Finance Costs (VII) 110.43 221.80 186.78 93.25
Earnings before Interest and Tax (EBIT)
278.37 611.45 619.82 535.24
(VIII = V + VI + VII)
Return on Capital Employed (IX = VIII/IV) 7.66%* 17.20% 20.24% 32.88%
* Amounts for the six-month period ended September 30, 2025 are not annualized.
Reconciliation of Total Borrowings to Net Debt and Net Debt to Equity Ratio
The following table sets forth our Net Debt/Equity Ratio, including a reconciliation of such financial measure to
the Restated Financial Information, for the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024
and Fiscal 2023. Net Debt/Equity Ratio is calculated as Net Debt divided by total equity. Net Debt is calculated
as the sum of (i) non-current borrowings, and (ii) current borrowings (including current maturities of non-current
borrowings), less cash and cash equivalents and bank balances (other than cash and cash equivalents).
(₹ in millions, except ratios)
490As at, or for the As at, and for the fiscal year ended, March 31,
six months ended,
Particulars
September 30, 2025 2024 2023
2025
Non-Current Borrowings (1) 830.95 988.87 980.34 397.56
Current Borrowings (2) 1,335.02 1,240.60 1,046.72 661.85
Cash & Cash Equivalents (3) 9.10 21.77 12.63 12.90
Other Bank Balance (4) 66.45 55.01 184.86 14.09
Net Debt (A=(1)+(2)-(3)-(4)) 2,090.42 2,152.68 1,829.57 1,032.42
Total equity (B) 1,467.62 1,324.45 1,035.45 568.42
Net Debt to Equity Ratio (C=A/B) 1.42 1.63 1.77 1.82
Summary of Material Accounting Policies
1. Basis of preparation and presentation of Financial Information
The Restated Summary Statements of the Group comprises the Restated Consolidated Summary Statement of
Assets and Liabilities as at September 30, 2025 and March 31, 2025, the Restated Consolidated Summary
Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Summary
Statement of Changes in Equity and the Restated Consolidated Summary Statement of Cash Flows for the six
months period ended September 30, 2025, and for the year ended March 31, 2025, and Summary Statement of
Material Accounting Policies and other explanatory information; the Restated Standalone Summary Statement
of Assets and Liabilities as at March 31, 2024 and March 31, 2023 (“Restated Consolidated Summary
Statements”), and the Restated Standalone Summary Statement of Profit and Loss (including Other
Comprehensive Income/(Loss)), Restated Standalone Summary Statement of Changes in Equity, and Restated
Standalone Summary Statement of Cash Flows for the years ended March 31, 2024 and March 31, 2023, and
Summary Statement of Material Accounting Policies and other explanatory information (“Restated Standalone
Summary Statements) (collectively, the “Restated Summary Statements”) has been prepared in accordance with
the Indian Accounting Standards (‘Ind AS’) notified under section 133 of the Companies Act, 2013 (the “Act”)
read with the Companies (Indian Accounting Standards) Rules, 2015, (as amended) and presentation requirements
of Division II of Schedule III to the Act (“Ind AS compliant Schedule III”), as applicable to the Group.
The Company did not prepare consolidated financial statements as at and for the years ended March 31, 2024 and
March 31, 2023, as mentioned in Note 6 of the audited financial statements for year ended March 31, 2024
mentioning the assumption for non-consolidation, which is reproduced as follows and, accordingly, the Restated
Summary Statements for year ended March 31, 2024 and March 31, 2023 represents the restated standalone
financial information:
“As Steamhouse Welfare Foundation is a Section 8 licensed Company which is not allowed to distribute any profit
to its members, financials of the said company is not required to be consolidated.”
However, based on the Expert Advisory Opinion issued by the Institute of Chartered Accountants of India (ICAI)
and in line with the requirements of Ind AS 110 – Consolidated Financial Statements, the financial statements of
the Section 8 Company have been consolidated with those of the Holding Company for the year ended March 31,
2025. The consolidation has been performed on a line-by-line basis by aggregating assets, liabilities, income, and
expenses of both entities, with elimination of all material intra-group balances and transactions.
The management has assessed that the impact of consolidation is not material to the Group’s financial position or
results of operations for the year ended March 31, 2025. Nevertheless, such consolidation has been undertaken to
present a true and fair view of the Group’s financial position, in adherence to the disclosure requirements under
the Companies Act, 2013, and the Ind AS framework.
This treatment ensures alignment with the authoritative guidance of the ICAI Expert Advisory Committee and
reflects the substance of control as defined in Ind AS 110, thereby enhancing transparency and completeness in
financial reporting.
The Restated Consolidated Summary Statements and Restated Standalone Summary Statements are collectively
referred to as the “Restated Summary Statements".
491The Restated Summary Statements have been prepared by the management of the Company for the purpose of
inclusion in the Updated Draft Red Herring Prospectus – I (“UDRHP-I”), Updated Draft Red Herring Prospectus
– II (“UDRHP-II”), Red Herring Prospectus (“RHP”), and Prospectus (together, the “Offer Documents”) to be
filed by the Company with the Securities and Exchange Board of India (‘SEBI’), Registrar of Companies,
Ahmedabad (“ROC”), BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock
Exchanges”) and / or any other regulatory or statutory authority in connection with proposed Initial Public
Offering of its Equity Shares (“IPO”), in accordance with the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
(b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI
ICDR Regulations”) issued by SEBI, and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI) as amended (the “Guidance Note”).
These Restated Summary Statements have been extracted by the Management from:
(a) The audited special purpose interim financial statements of the Group as at and for the six months
period ended September 30, 2025 prepared in accordance with Indian Accounting Standard (Ind AS) 34
“Interim Financial Reporting” prescribed under Section 133 of the Act, except for presentation and
disclosure requirements relevant for the comparative period has not been provided (the “Special Purpose
Interim Ind AS Consolidated Financial Statements”), which have been approved by the Board of
Directors at their meeting held on December 1, 2025.
(b) the audited consolidated financial statements of the Group as at and for the years ended March 31,
2025 and the audited standalone financial statements of the Company as at and for the years ended March
31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards (referred to
as “Ind AS”) as prescribed under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on September 23, 2025, June 14,
2024 and June 9, 2023, respectively.
The Restated Summary Statements have been prepared under the historical cost convention on the accrual basis
except certain financial assets and liabilities (including derivative instruments) that are measured at fair value;
and net defined benefit (asset) / liability that are measured at fair value of plan assets less present value of defined
benefit obligations.
The special purpose consolidated interim financial statements referred above have been prepared solely for the
purpose of preparation of Restated Summary Statements for inclusion in UDRHP-I, UDRHP-II, RHP and
Prospectus in relation to proposed IPO. Hence, these special purpose consolidated interim financial statements
are not suitable for any other purpose other than for the purpose of preparation of Restated Summary Statements.
2. Basis of Consolidation
The Group consolidates all entities which are controlled by it.
The Group establishes control when; it has power over the entity, is exposed, or has rights, to variable returns
from its involvement with the entity and has the ability to affect the entity’s returns by using its power over
relevant activities of the entity.
Entities controlled by the Group are Consolidated from the date control commences until the date control ceases.
The financial year for the Holding Company and the subsidiaries is uniform i.e. April-March.
The Group combines the financial statements of the Holding Company and its subsidiaries line by line adding
together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and
unrealised gains on transactions between Group Companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
492If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
non-controlling interest and other components of equity, while any resultant gain or loss is recognised in Restated
Summary Statement of Profit and Loss. Any investment retained is recognised at fair value.
In accordance with the provisions of Section 135 of the Companies Act, 2013, “Steamhouse India Limited” (“the
Holding Company”) is required to undertake Corporate Social Responsibility (CSR) activities. To effectively
discharge this statutory obligation, the Holding Company promoted and sponsored a not-for-profit entity
incorporated under Section 8 of the Companies Act, 2013, namely Steamhouse Welfare Foundation (“Wholly
Owned Subsidiary (WOS)”), for the purpose of implementing CSR initiatives. The Section 8 Company namely
“Steamhouse Welfare Foundation” has been a Wholly Owned Subsidiary (WOS) of the Holding Company since
its incorporation on November 14, 2022, with the Holding Company holding 100% of its share capital and
exercising complete control over its operations.
Also refer point 1 above for non-consolidation for the years ended March 31, 2024 and March 31, 2023.
3. Current and non-current classification of assets and liabilities
The Group presents assets and liabilities in the Restated Summary Statement of Assets and Liabilities based on
Current/ Non-Current classification.
An asset is treated as Current when it is –
(i) Expected to be realized or intended to be sold or consumed in normal operating cycle;
(ii) Held primarily for the purpose of trading;
(iii) Expected to be realized within twelve months after the reporting period, or
(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.
(v) Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue
of equity instruments do not affect its classification
(vi) All other assets are classified as non-current.
A liability is current when it is –
(i) Expected to be settled in normal operating cycle
(ii) Held primarily for the purpose of trading;
(iii) Due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Operating Cycle
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and
cash equivalents. The Group has identified twelve months as its operating cycle.
4. Use of judgments, estimates and assumptions
The preparation of financial information in conformity with Ind AS requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenue, expenses, current assets, non-current
assets, current liabilities, non-current liabilities, and the disclosure of the contingent liabilities on the date of the
preparation of restated financial information. Such estimates are on a reasonable and prudent basis considering all
available information, however due to uncertainties about these judgments, estimates and assumptions, the actual
results could differ from those estimates. Information about each of these estimates and judgments is included in
relevant notes. Any revision to accounting estimates is recognized prospectively in current and future periods.
Judgments
Information about judgments made in applying accounting policies that have the most significant effects on the
amounts recognized in the financial information is included in the classification of financial assets and financial
493liabilities: assessment of business model within which the assets are held and assessment of whether the
contractual terms of the financial assets are solely payments of principal and interest on the principal amount
outstanding.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment, assumptions and estimation uncertainties are provided here, whereas the quantitative break-ups for
the same are provided in the notes mentioned below:
• Useful life of depreciable assets, Property, Plant and Equipment and Other Intangible Assets
• Recognition of contingencies, key assumptions about the likelihood and magnitude of outflow of
resources
• Recognition of tax expenses including deferred tax
• Defined benefit obligation, key actuarial assumptions
• Impairment of trade receivables
• Valuation of Inventories
5. Going concern assumptions
These Restated Financial Information have been prepared on a going concern basis. The management has, given
the significant uncertainties arising out of the various situations, assessed the cash flow projections and available
liquidity for a period of at least twelve months from the date of this Restated Financial Information. Based on this
evaluation, management believes that the Group will be able to continue as a "going concern" in the foreseeable
future and for a period of at least twelve months from the date of these Restated Financial Information based on
the following:
• Expected future operating cash flows based on business projections, and
• Available credit facilities with its bankers
Based on the above factors, the management has concluded that the "going concern" assumption is appropriate.
Accordingly, the Restated Financial Information do not include any adjustments regarding the recoverability and
classification of the carrying amount of assets and classification of liabilities that might result, should the Group
be unable to continue as a going concern.
6. Fair Value Measurement
The Group measures financial instruments, such as, investments at fair value at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
(i) In the principal market for the asset or liability, or
(ii) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized
494within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
(ii) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities whether transfers have occurred between levels in the hierarchy by re-assessing that are
recognized in the financial statements on a recurring basis, the Group determines categorization (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The management determines the policies and procedures for both recurring fair value measurement as well as for
non- recurring measurement.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are
required to be remeasured or re-assessed as per the Group’s accounting policies. For this analysis, the management
verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation
to contracts and other relevant documents.
The management also compares the change in the fair value of each asset and liability with relevant external
sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
7. Investments in subsidiaries, Associates and Joint Ventures
The investment in subsidiaries and associates are carried in these financial information at historical cost, except
when the investment, or a portion thereof, is classified as held for sale, in which case, it is accounted for as Non-
Current assets held for sale and discontinued operations.
Where the carrying amount of investment is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount and the difference is transferred to the Restated Summary Statement of
Profit and Loss.
On disposal of investment, the difference between the net disposal proceeds and the carrying amount is charged
or credited to the Restated Statement of Profit or Loss.
8. Property, Plant and Equipment (including Capital Work in Progress)
Recognition and measurement
Property, plant and equipment and capital work in progress are stated at cost, net of accumulated depreciation and
accumulated impairment losses, if any. Cost includes purchase price (after deducting trade discount / rebate), non-
refundable import duties and taxes, cost of replacing the component parts, borrowing costs and other directly
attributable cost to bringing the asset to the location and condition necessary for it to be capable of operating in
the manner intended by management. Property, Plant and Equipment which are significant to the total cost of that
item of Property, Plant and Equipment and having different useful life are accounted separately. Other Indirect
Expenses incurred relating to project, net of income earned during the project development stage prior to its
intended use, are considered as pre- operative expenses and disclosed under Capital Work-in-Progress.
Major shutdown and overhaul expenditure is capitalized as the activities undertaken improves the economic
benefits expected to arise from the asset. It includes professional fees and, for qualifying assets, borrowing costs
capitalized in accordance with the Group’s accounting policy based on Ind AS 23 – Borrowing costs. Such
properties are classified to the appropriate categories of PPE when completed and ready for intended use. Assets
in the course of construction are classified under Capital Work-in-Progress. At the point when operating of an
495asset commences as per the management’s intended use, the cost of construction/erection is transferred to the
appropriate category of property, plant and equipment and depreciation is charged. Costs associated with the
commissioning of an asset and any obligatory decommissioning costs are capitalized where the asset is available
for use but incapable of operating at normal levels until a year of commissioning has been completed. Revenue
generated from production during the trial period is capitalized. Property, plant and equipment except freehold
land held for use in the production, supply or administrative purposes, are stated in the Restated Summary
Statement of Assets and Liabilities at cost less accumulated depreciation and accumulated impairment losses, if
any.
An item of PPE is de-recognized on disposal or when no future economic benefits are expected from use. Any
profit or loss arising on the de-recognition of an item of property, plant and equipment is determined as the
difference between the net disposal proceeds and the carrying amount of the asset and is recognized in Restated
Summary Statement of Profit and Loss.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its
cost can be measured reliably. The carrying amount of the replaced part is de- recognized. The cost of the day-to-
day servicing the property, plant and equipment are recognized in the Restated Summary Statement of Profit and
Loss as incurred.
Derecognition
An item of property, plant and equipment is de-recognized upon the disposal or when no future benefits are
expected from its use or disposal. Any gain and loss on disposal of an item of property, plant and equipment is
determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment,
and are recognized net within other income / expenses in the Restated Summary Statement of Profit and Loss.
Depreciation
Depreciation on Property, Plant and Equipment is provided using Straight Line Method on depreciable amount.
Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act,
2013.
The depreciable amount of an asset is determined after deducting its residual value. Where the residual value of
an asset increases to an amount equal to or greater than the asset’s carrying amount, no depreciation charge is
recognized till the asset’s residual value decreases below the asset’s carrying amount. Depreciation of an asset
begins when it is available for use, i.e., when it is in the location and condition necessary for it to be capable of
operating in the intended manner. Depreciation of an asset ceases at the earlier of the date that the assets classified
as held for sale in accordance with Ind AS 105 and the date that the asset is de-recognized.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period and if the expectations differ from the previous estimates; the change is accounted for as a change in
accounting estimate on a prospective basis.
The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over
the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain
ownership at the end of the lease term.
9. Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether
the contract involves the use of an identified asset:
• This may be specified explicitly or implicitly and should be physically distinct or represent
substantially all of the capacity of a physically distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified.
• The Group has the right to obtain substantially all of the economic benefits from use of the asset
496throughout the period of use; and
• The Group has the right to direct the use of the asset. The Group has this right when it has the
decision making rights that are most relevant to changing how and for what purpose the asset is
used. In rare cases where the decision about how and for what purpose the asset is used is
predetermined, the Group has the right to direct the use of the asset if either:
• The Group has the right to operate the asset; or
• The Group designed the asset in a way that predetermines how and for what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices. However,
the Group has availed exemption in respect of allocating consideration in respect of component of land and
building. However, as a lessee, the Group recognizes a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful
lives of right of use assets are determined on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements
of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the Interest rate implicit in the lease or, if that rate cannot be readily
determined, Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the
discount rate. Lease payments included in the measurement of the lease liability comprise the following –
• Fixed payments, including in-substance fixed payments;
• Variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
• Any amount accrued for payment as per Agreement
• Amounts expected to be payable under a residual value guarantee; and
• The exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Group is reasonably certain not to
terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is re-measured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, or if Group changes its assessment
of whether it will exercise a purchase, extension or termination option. When the lease liability is re-measured in
this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in
Restated Summary Statement of Profit and Loss if the carrying amount of the right-of-use asset has been reduced
to zero.
The Group presents right-of-use assets that do not meet the definition of investment property as a separate line
item ‘ROU Assets’ and lease liabilities as a separate line item ‘Lease Liability’ in the Restated Summary Statement
of Assets and Liabilities.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right of use assets and lease liabilities for short term leases of real estate
properties that have a lease term of 12 months. The Group recognizes the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
10. Intangible Assets
Recognition and measurement
497Intangible assets are recognized when the asset is identifiable, is within the control of the Group, it is probable
that the future economic benefits that are attributable to the asset will flow to the Group and cost of the asset can
be reliably measured. Intangible assets acquired separately are measured on initial recognition at cost. The cost of
intangible assets acquired in a business combination is their fair value at the date of acquisition. Intangible assets
acquired by the Group that have finite useful lives are measured at cost less accumulated amortization and any
accumulated impairment losses. Intangible assets with indefinite useful lives are not amortized, but are tested for
impairment annually, either individually or at the cash-generating unit level. Expenditure on Research activities
is recognized in the Restated Summary Statement of Profit and Loss as incurred. Development expenditure is
capitalized only if the expenditure can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable, and the Group intends to complete development
and to use or sell the asset. Intangible assets which comprise of the development expenditure incurred on new
product and expenditure incurred on acquisition of user licenses for computer software is recorded at their
acquisition price.
Subsequent measurement
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific
asset to which it relates.
Amortization
The useful lives of intangible sets are assessed as either finite or indefinite. Intangible assets i.e., computer
software is amortized on a straight-line basis over the period of expected future benefits commencing from the
date the asset is available for its use. Intangible assets are assessed for impairment whenever there is an indication
that the intangible asset may be impaired.
Derecognition
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognized in the Restated Summary Statement of
Profit and Loss when the asset is de-recognize.
11. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Initial Recognition and Measurement
Financial assets and/or financial liabilities are recognized when the Group becomes party to a contract embodying
the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are
initially measured at transaction values and where such values are different from the fair value, at fair value.
Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as
the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss
are recognized immediately in Restated Statement of Profit or Loss.
Offset
A financial asset and a financial liability are offset and presented on net basis in the Restated Summary Statement
of Assets and Liabilities when there is a current legally enforceable right to set- off the recognized amounts and
it is intended to either settle on net basis or to realize the asset and settle the liability simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course of business
and in the event of default, insolvency or bankruptcy of the Group or the counterparty.
I. Financial Assets
498Subsequent Measurements:
For subsequent measurement, the Group classifies financial asset in following broad categories:
i. Financial asset carried at amortized cost.
ii. Financial asset carried at fair value through other comprehensive income (FVTOCI)
iii. Financial asset carried at fair value through profit or loss (FVTPL)
i. Financial asset carried at amortized cost (net of any write down for impairment, if any):
Financial assets are measured at amortized cost when asset is held within a business model, whose
objective is to hold assets for collecting contractual cash flows and contractual terms of the asset
give rise on specified dates to cash flows that are solely payments of principal and interest. Such
financial assets are subsequently measured at amortized costs using Effective Interest Rate (EIR)
method less impairment, if any. The losses arising from impairment are recognized in the restated
statement of profit or loss. Cash and bank balances, trade receivables, loans and other financial asset
of the Group are covered under this category.
Under the EIR method, the future cash receipts are exactly discounted to the initial recognition
value using EIR. The cumulative amortization using the EIR method of the difference between the
initial recognition amount and maturity amount is shown as ROU Asset on the face of Restated
Summary Statement of Assets and Liabilities (net of principal repayments, if any) which is
amortized over the relevant period of the financial asset to arrive at amortized cost at each reporting
date. The corresponding effect of the amortization under EIR method is recognized as interest
income over the relevant period of the financial asset. The same is included under “other income”
in the restated statement of profit or loss. The amortized cost of the financial asset is also adjusted
for loss allowance, if any.
ii. Financial asset carried at FVTOCI:
Financial asset under this category are measured initially as well as at each reporting date at fair
value, when asset is held with a business model whose objective is to hold asset for both collecting
contractual cash flows and selling financial assets. Fair value movements are recognized in the other
comprehensive income.
iii. Financial asset carried at FVTPL:
Financial asset under this category are measured initially as well as at each reporting date at fair
value. Changes in fair value are recognized in the restated statement of profit or loss.
Derecognition:
A financial asset is primarily derecognized when rights to receive cash flows from the asset have expired or the
Group has transferred its contractual rights to receive cash flows of the financial asset and has substantially
transferred all the risk and reward of the ownership of the financial asset.
Impairment of financial asset:
In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment
of financial assets other than those measured at fair value through profit and loss (FVTPL).
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract
and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original effective
interest rate. Lifetime ECL are the expected credit losses resulting from all possible default events over the
expected life of a financial asset. 12-month ECL is a portion of the lifetime ECL which results from default events
that are possible within 12 months from the reporting date.
For trade receivables, the Group applies ‘simplified approach’ which requires expected lifetime losses to be
recognized from initial recognition of the receivables. The Group uses historical default rates to determine
impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are
499reviewed and changes in the forward looking estimates are analyzed. For other assets, the Group uses 12 Month
ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant
increase in credit risk full lifetime ECL is used. ECL impairment loss allowance (or reversal) recognized during
the period is recognized as income/expense in the Restated Summary Statement of Profit and Loss under the head
‘Other expenses’.
II. Financial Liabilities:
Subsequent measurement:
For subsequent measurement, the Group classifies financial asset in following broad categories:
i. Financial liability carried at amortized cost.
ii. Financial liability carried at fair value through profit or loss (FVTPL)
i. Financial liability carried at amortized cost.
Interest-bearing loans and borrowings are subsequently measured at amortized cost using the
Effective Interest Rate (EIR) method. Gains and losses are recognized in the restated statement of
profit and loss when the liabilities are derecognized as well as through EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs
in the restated statement of profit and loss.
Non-interest bearing deposit and loans, the Group measures it at amortized cost using the Effective
Interest Rate (EIR) method. Under the EIR method, the future cash receipts are exactly discounted
to the initial recognition value using EIR. The cumulative amortization using the EIR method of the
difference between the initial recognition amount and maturity amount is shown as separate line
item (net of principal repayments, if any) on the face of the Restated Summary Statement of Assets
and Liabilities, which is deferred over the relevant period of the financial liability to arrive at
amortized cost at each reporting date. The corresponding effect of the amortization under EIR
method is recognized as interest expense over the relevant period of the financial liability. The same
is included under “Finance Charges” in the restated statement of profit or loss. The amortized cost
of the financial liability is also adjusted for gain allowance, if any.
ii. Financial liability carried at fair value through profit or loss (FVTPL)
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities under this category are measured initially as well as at each reporting date at
fair value. Changes in fair value are recognized in the restated statement of profit or loss.
Derecognition of financial liabilities:
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
de-recognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognized in the Restated Summary Statement of Profit and Loss
12. Business combination under common control –
Business combinations involving entities or businesses under common control are accounted for using the pooling
of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or
businesses are reflected at their carrying amounts after making adjustments necessary to harmonies the accounting
policies. The financial information in respect of prior periods is restated as if the business combination had
occurred from the beginning of the preceding period in the financial information, irrespective of the actual date
of the combination. The identity of the reserves is preserved in the same form in which they appeared in the
Financial Statements of the transferor and the difference, if any, between the amounts recorded as share capital
500issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the
transferor is transferred to capital reserve.
13. Impairment of Non-Financial Assets – Property, Plant and Equipment and Intangible Assets
At the end of each reporting period, the Group reviews the carrying amounts of non-financial assets, other than
inventories and deferred tax assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount
of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs. Each CGU represents the smallest group of assets that generates cash inflows that are largely independent
of the cash inflows of other assets or CGUs. When a reasonable and consistent basis of allocation can be identified,
corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or CGU for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized
immediately in restated summary statement of profit and loss. Impairment loss recognized in respect of a CGU is
allocated to reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
Non-Financial Assets (other than goodwill) for which impairment loss has been recognized in prior periods, the
Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer
exists. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in
restated summary statement of profit and loss.
14. Inventories
Inventories comprise of Raw materials and finished goods. Inventories are measured at the lower of cost or net
realizable value (NRV). Cost is determined on first-in-first-out (FIFO) method. Cost includes all charges in
bringing the goods to their present location and condition. Net realizable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the
sale.
15. Cash and Cash Equivalents
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an
original maturity of three months or less from the date of acquisition), highly liquid investments that are readily
convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
16. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized for when the Group has at present, legal or contractual obligation as a result of past
events, only if it is probable that an outflow of resources embodying economic outgo or loss will be required and
the amount involved can be measured reliably. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liabilities being a possible obligation as a result of past events, the existence of which will be confirmed
only by the occurrence or non- occurrence of one or more future events not wholly in control of the Group are not
recognized in the accounts. The nature of such liabilities and an estimate of its financial effect are disclosed in
notes to the restated financial information.
501Contingent assets are not recognized in the financial information. However, the nature of such assets and an
estimate of its financial effect are disclosed in notes to the restated financial information.
17. Employee Benefits
Employee benefits include gratuity, compensated absences, contribution to provident fund, employees’ state
insurance and superannuation fund.
Short Term Employee Benefits
Employee benefits payable wholly within twelve months of rendering the services are classified as short-term
employee benefits and recognized in the period in which the employee renders the related service. These are
recognized at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Post-Employment Benefits
Defined Contribution Plans
Retirement benefits in the form of provident fund, state insurance and superannuation fund are defined
contribution schemes where the Group’s legal or constructive obligation is limited to the amount that it contributes
to a sperate legal entity. The Group recognizes contribution payable to the funds as an expense, when an employee
renders the related service.
Defined Benefit Plans
The Group operates a defined benefit gratuity. The cost of providing benefits under the defined benefit plan is
determined based on actuarial valuation, carried out by an independent actuary, using the projected unit credit
method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the
present value of economic benefits available in the form of any future refunds from the plan or reductions in future
contribution to the plan. The liability for gratuity is funded annually to a gratuity funds maintained with the Life
Insurance Company Limited.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized immediately in the Restated Summary Statement of Assets and Liabilities sheet with a corresponding
debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-
measurements are not reclassified to restated statement of profit and loss in subsequent periods. Net interest is
calculated by applying the discount rate to the net balance of defined benefit liability or asset.
The Group recognizes the following changes in the net defined benefit obligation as an expense in the restated
summary statement of profit and loss in the line item “Employee Benefits Expense”:
• Service cost including current service cost, past service cost, gains and losses on curtailments and
non-routine settlements; and
• Net interest expense or income.
Compensated absences
The Group’s policy permits employees to accumulate and carry forward a portion of unutilized compensated
absences and utilize them in future periods or receive cash in lieu thereof in accordance with the terms of such
policy. The expected cost of accumulating compensated absences is determined by actuarial valuation performed
by an independent actuary at each reporting period.
18. Tax Expenses
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during
the year. Current and deferred taxes are recognized in Restated Summary Statement of Profit and Loss, except
when they relate to items that are recognized in other comprehensive income or directly in equity, in which case,
the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.
Current Tax
502Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. Current income tax is measured at the amount expected to be paid to the tax authorities in
accordance with the Income-Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the
amount are those that are enacted or substantially enacted, at the reporting date.
Current income tax relating to items recognized outside the restated summary statement of profit and loss is
recognized outside the restated summary statement of profit and loss (either in other comprehensive income (OCI)
or in equity).
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is recognized using the Restated Summary Statement of Assets and Liabilities approach. Deferred
tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax
base of assets and liabilities and their carrying amount, except when the deferred tax arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting
nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilized. The carrying amount of unrecognized deferred tax assets are reviewed at each reporting date to assess
their reliability and corresponding adjustment is made to carrying values of deferred tax assets in the restated
financial information.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset where a legally enforceable right exists to offset current tax assets and
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Net outstanding
balance in Deferred Tax account is recognized as deferred tax liability/asset.
19. Revenue Recognition
Revenue from contract with customer is recognized upon transfer of control of promised products or services to
customers in an amount that reflects the consideration which the Group expects to receive in exchange for those
products or services. Revenue is measured based on the transaction price, which is the consideration, adjusted for
discounts and other incentives, if any, as per contracts with the customers.
The specific recognition criteria from various stream of revenue are described below:
Sale of Goods
Revenue from the sale of goods is recognized when the control of the goods has been passed to the customer,
generally steam passes through Steam Pipeline on continuous basis based on the requirements of the customer.
Sales are billed fortnightly for most of the consumers. However, for some of the consumers, it is billed at the end
of each month. Price of the Steam is variable, which is in line with the variability of Coal Prices. Revenue is
booked at the price which mutually agreed with the consumers.
Rendering of Services
Revenue from services rendered is recognized when the work is performed and as per the terms of agreement.
Late Payment Charges
Revenue in respect of late payment charges on delayed realizations from customers and cheque bounce charges,
if any, is recognized on grounds of prudence and based on certainty of collection.
503Interest Income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount on initial recognition.
Other Non-Operating Income
Donations received in kind are measured at fair value on the date of receipt and recognised as income only upon
their utilisation.
Donation made with a specific direction that they shall form part of the corpus fund or endowment fund of the
group are classified as such, and are directly reflected as Trust Fund receipts in the Restated Summary Statement
of Assets and Liabilities.
Specific Project Grants are recognised as Income based on actual amount spent in a year on that project. Such
income is booked only where there is certainty of Grant being sanctioned / approved in future and necessary
entries are passed in accounts. Grants received for specific projects remaining unutilised at the year end are shown
as Grant Unutilized and on completion of Projects are returned back to donor, if the terms of grant indicate the
same.
20. Foreign Currencies Transactions and Translation
Functional and presentation currency
The financial information are presented in Indian Rupee (INR), which is entity’s functional and presentation
currency.
Transactions and Balances
Foreign currency transactions are translated into the functional currency, for initial recognition, using the
exchange rates at the dates of the transactions.
All foreign currency denominated monetary assets and liabilities are translated at the exchange rates on the
reporting date. Exchange differences arising on settlement or translation of monetary items are recognized in
Restated Summary Statement of Profit and Loss except to the extent of exchange differences which are regarded
as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition
or construction of qualifying assets which are capitalized as cost of assets. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated.
21. Share-based payments - Employee stock option Scheme (ESOP’s)
The fair value of equity instruments given in share options granted under Employee Stock Option Plan is
recognized as an employee benefits expense with a corresponding increase in the equity. The total amount to be
expensed is determined by reference to the fair value of the shares, derived using Discounted Cash Flows model.
The total expense is recognized over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the
revision to original estimates, if any, in the Restated Summary Statement of Profit and Loss, with a corresponding
adjustment to the equity. Upon exercise of share options, the proceeds received are allocated to the share capital
up to the par value of the shares issued with any excess being recorded as securities premium.
22. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the
cost of the asset. Borrowing costs consist of interest and transaction costs that an entity incurs in connection with
the borrowing of funds. Transaction costs in respect of long-term borrowings are amortized over the tenor of
respective loans using effective interest method. All other borrowing costs are expensed in the period in which
504they are incurred. Borrowing costs also includes exchange differences arising from foreign currency borrowings
to the extent they are regarded as an adjustment to the borrowing costs.
Commencement of capitalization
Capitalization of borrowing cost as part of cost of a qualifying asset shall begin on the commencement date. The
commencement date for capitalization is the date when the entity first meets all of the following conditions:
i) it incurs expenditure for the asset;
ii) it incurs borrowing costs; and
iii) it undertakes activities that are necessary to prepare the asset for its intended use or sale.
Cessation of capitalization
Cessation of capitalization shall happen when substantially all the activities necessary to prepare the qualifying
asset for its intended use or sale are completed.
23. Non-Current Assets Held for Sale
The Group classifies assets and operations as held for sale / distribution to owners or as discontinued operations
if their carrying amounts will be recovered principally through a sale / distribution rather than through continuing
use. Classification as a discontinued operations occurs upon disposal or when the operation meets the below
criteria, whichever is earlier.
Non-Current Assets are classified as held for sale only when both the conditions are satisfied –
i) The sale is highly probable, and
ii) The asset or disposal group is available for immediate sale in its present condition subject
only to terms that are usual and customary for sale of such assets.
Non-current assets which are subject to depreciation are not depreciated or amortized once those classified as held
for sale.
A discontinued operation is a component of the Group’s business, the operations of which can be clearly
distinguished from those of the rest of the Group and
i) is part of a single coordinated plan to dispose of a separate major line of business or
geographical area of operations; or
ii) is a subsidiary acquired exclusively with a view to resale.
Non-current assets held for sale / distribution to owners and discontinued operations are measured at the lower of
their carrying amount and the fair value less costs to sell / distribute. Assets and liabilities classified as held for
sale / distribution are presented separately in the Restated Summary Statement of Assets and Liabiltiies. The
results of discontinued operations are excluded from the overall results of the Group and are presented separately
in the restated summary statement of profit and loss. Also, the comparative restated summary statement of profit
and loss is re-presented as if the operations had been discontinued from the start of the comparative period.
24. Earnings Per Share
Basic EPS is computed by dividing the profit or loss attributable to the equity shareholders of the Group by the
weighted average number of equity shares outstanding during the year. Diluted EPS is computed by dividing the
profit or loss attributable to the ordinary equity shareholders adjusted for dividend, interest and other charges to
expense or income (net of any attributable taxes) relating to dilutive potential equity shares, by the weighted
average number of equity shares for deriving the basic earnings per share and the weighted average number of
equity shares which could have been issued on the conversion of all the dilutive potential equity shares. Potential
equity shares are deemed to be dilutive only if their conversion to equity would decrease the net profit per share
from continuing ordinary operations.
25. Restated Summary Statement of Cash flows
505Restated cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash from operating,
investing and financing activities of the Group are segregated.
26. Recent accounting pronouncements
a) Standards and amendments effective from 1 April 2025
The Ministry of Corporate Affairs (“MCA”) has notified certain amendments to Ind AS. Key amendments relevant
to the Group are summarised below:
• Ind AS 1 – Classification of Liabilities as Current or Non-current: The amendment clarifies the meaning
of a right to defer settlement, requires that such right must exist at the end of the reporting period, and
confirms that classification is not affected by the likelihood of exercising this right. It also clarifies that
the terms of a convertible liability affect classification only if the embedded derivative is equity
classified.
The amendment is to be applied retrospectively in accordance with Ind AS 8. The Group has evaluated
the impact and determined that these amendments do not have a material effect on the classification or
presentation of liabilities for the period ended September 30, 2025.
• Ind AS 7 and Ind AS 107 – Disclosures: Supplier Finance Arrangements:
These amendments require enhanced disclosures to help users of financial statements understand the
effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity
risk.
The amendments are effective for annual periods beginning on or after April 01, 2025. Comparative
information for earlier periods and disclosures for interim periods ending on or before March 31, 2026
are not required. These amendments do not have an impact on recognition or measurement in the current
financial statements.
• Ind AS 12 – International Tax Reform: Pillar Two Model Rules:
The amendment introduces a mandatory temporary exception from recognising and disclosing deferred
tax assets and liabilities related to Pillar Two income taxes. This exception is applicable immediately and
retrospectively, with additional disclosure requirements effective from April 01, 2025 (but not for interim
periods ending on or before March 31, 2026). These amendments do not have an impact on recognition
or measurement in the current financial statements.
b) Standards and amendments issued but not yet effective
Further amendments to Ind AS 1 – Non-current Liabilities with Covenants specify that if a covenant breach
existing at the reporting date is rectified after the reporting date, such rectification shall be treated as a non-
adjusting event under Ind AS 10. These amendments are effective for annual reporting periods beginning on or
after April 1, 2026. The Group will evaluate the implications of these amendments upon their applicability. Based
on the preliminary assessment, no material impact is expected on the recognition or measurement of liabilities.
27. Additional Information
(a) Valuation of Property, Plant & Equipment
The Group has not revalued its property, plant and equipment during the current or previous years.
(b) Loans or Advances
No loans or advances in nature of loans are granted to promoters, directors, KMPs and the related parties (as
defined under Companies Act, 2013) either severally or jointly with any other persons.
(c) Detail Benami property held
No proceedings have been initiated on or are against the Group for holding benami property under the Benami
Transaction (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(d) Borrowing secured against current assets
506The Group has borrowings from banks and financial institutions on the basis of security of current assets. As per
sanction letter produced before us, the Group is not required to file any quarterly returns or statements with such
banks or financial institutions.
(e) Wilful defaulter
The Group has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(f) Relationship with struck off companies
The Group has no transactions with the companies struck off under the Companies Act, 2013 or Companies Act
1956.
(g) Registration of charges or satisfaction with Registrar of companies.
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.
(h) Companies with number of layers of companies
The Group has one subsidiary company, and the Group has complied with the number of layers prescribed under
clause (87) of section 2 of the act read with Companies (Restriction on Number of Layers) Rules, 2017.
(i) Companies with approved scheme(s) of arrangements
During the year 2021-22, the scheme of amalgamation was sanctioned by the Regional Director, Ahmedabad
between Vapi Eco Energy Limited, Sarigam Eco Energy Limited and Nandesari Eco Energy Limited with the
Steamhouse India Limited. Accounting Effect as per scheme of amalgamation was already incorporated in
Financial Year 2021-22.
The Office of the Regional Director, North-Western Region, Ministry of Corporate Affairs, at Ahmedabad,
pursuant to a confirmation order dated August 5, 2022, under section 233 of the Companies Act, 2013, sanctioned
the scheme of arrangement in the nature of amalgamation of NEEL, SEEL and VEEL, our erstwhile wholly-
owned subsidiaries, into our Company with effect from April 1, 2021 (“Appointed Date”). Pursuant to the NSV
Amalgamation, the undertakings and authorised, issued and paid-up share capitals of NEEL, SEEL and VEEL
and our Company were consolidated in our Company. Consequently, with the objective: (i) to consolidate the
business activities of NEEL, SEEL and VEEL under one roof; (ii) to integrate and combine the businesses of
NEEL, SEEL and VEEL leading to greater and optimal utilisation of resources; (iii) of greater management focus
by streamlining the business activities; and (iv) to reduce administrative costs and optimize profitability. The
authorised share capital of our Company, pursuant to the addition of the authorised share capital of NEEL, SEEL
and VEEL, was increased from ₹30,000,000 comprising 3,000,000 equity shares of ₹10 each to ₹95,500,000
comprising 9,550,000 Equity Shares of ₹10 each.
(j) Utilization of borrowed funds and share premium
The Group has not advanced or loaned or invested funds to any other person(s) or entity (ies), including foreign
entities (Intermediaries), neither has not been recorded in the books of account.
(k) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax, 1961, that has not been recorded in the books of account.
(l) Details of crypto currency or virtual currency
The Group has not traded or invested in crypto currency or virtual currency during the current or previous year.
507Changes in the accounting policies, if any, in the six months ended September 30, 2025, and Fiscals 2025,
2024 and 2023, and their effect on our profits and reserves
There are no changes in the accounting policies in the last three Fiscal Years and in the six months ended
September 30, 2025.
Key Components of our Restated Statement of Profit and Loss
Set forth below are the key components of our Restated Statement of Profit and Loss.
Total Income
Our total income consists of (i) revenue from operations and (ii) other income.
Revenue from operations. Revenue from operations comprises (i) revenue from sale of steam; (ii) revenue from
sale of coal; and (iii) revenue from sale of other products, such as flowmeters, scrap sales and other components.
All of our revenue is generated in India.
Set forth below is a breakdown of our revenue from operations for the Fiscals/periods indicated as per the Restated
Financial Information.
Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
% of % of % of % of
revenue revenue revenue revenue
Particulars Amount Amount Amount Amount
from from from from
operations operations operations operations
(₹ (₹ (₹ (₹
(%) (%) (%) (%)
millions) millions) millions) millions)
Revenue from operations:
Sale of Steam 1,697.77 71.21% 3,171.78 80.28% 2,893.67 99.19% 2,886.01 91.46%
Sale of Nitrogen Gas 3.01 0.13% 0.90 0.02% - - - -
Sale of Coal 670.99 28.14% 762.45 19.30% 0.19 0.01% 263.44 8.35%
Sales – Others(1) 12.41 0.52% 15.93 0.40% 23.24 0.80% 5.94 0.19%
Revenue from
2,384.17 100.00% 3,951.06 100.00% 2,917.10 100.00% 3,155.39 100.00%
operations
(1) Others includes sales of flowmeter, scrap sales and other components.
For management’s purposes, our Company’s business is considered to constitute one reporting segment. See
“Restated Financial Information ” on page 372.
Other Income. Other income primarily comprises of non-operating income, such as interest income from bank
fixed deposits, exchange Gain /(Loss) resultant from the transaction /translation, balances written back, and profit
on sale of assets.
Expenses
Total expenses comprise of cost of materials consumed, purchase of stock-in-trade, changes in inventories of
finished goods, work-in-progress and stock-in-trade, employee benefits expense, finance costs, depreciation,
amortization and impairment expenses and other expenses.
Cost of materials consumed. Cost of materials consumed consists of coal and other materials purchased and
consumed by us and the cost of net increases or decreases in inventories of materials. Coal forms our principal
material.
Purchase of Stock-in-Trade. Purchase of stock-in-trade primarily comprises the costs of coal and steam that are
purchased by us and sold to our customers. These purchases form a significant component of purchase and
distribution of our steam and coal trading businesses.
508Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade. Changes in inventories of
finished goods, work-in-progress and stock-in-trade comprises of the difference in closing balance vis-à-vis
opening balance of inventories of finished goods, work-in-progress and stock-in-trade.
Employee Benefits Expense. Employee benefits expense comprises of salaries and wages, contribution to and
provision for provident and other funds, retirement benefit, staff welfare expenses and director’s remuneration.
Finance Costs. Finance costs primarily comprise of interest expenses on term loans, letters of credit commitment
charges, finance charges (interest on lease), interest on debentures, interest on income tax and other borrowing
costs.
Depreciation, Amortization and Impairment Expenses. Depreciation, amortization and impairment expenses
comprise of depreciation on property, plant and equipment, depreciation on right-of-use assets, amortization of
intangible assets and impairment losses.
Other Expenses. Other expenses primarily comprise manufacturing expenses (such as utility charges, labour
charges, repair and maintenance expense, and loading and unloading expenses), administrative expenses (such as
legal and professional charges, rent, rates, taxes & duties, travelling & conveyance expenses and office expenses),
and selling & distribution expenses (such as bad debts written off, advertisement, business promotion and seminar
expenses and commission and brokerage).
Tax Expenses
Our tax expenses represent the tax payable on the current period’s taxable income based on the applicable income
tax rate adjusted by income tax payable for earlier years and deferred tax charges or credit (reflecting the tax
effects of timing differences between accounting income and taxable income for the period).
Operating Segment
Our Company is predominantly engaged in the generation and centralized distribution of industrial gases,
including steam and nitrogen, through our dedicated pipeline network. As such, in accordance with Ind AS, our
Company’s business is considered to constitute one reportable segment.
The Company operates only in India, and all of our revenue is generated within the country.
Results of Operations as per the Restated Financial Information
The following table sets forth select financial information as per the Restated Financial Information for the six-
month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are
also expressed as a percentage of total income for such Fiscals/periods:
Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
income income income income
(₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%)
Income:
Revenue from
2,384.17 99.45% 3,951.06 99.14% 2,917.10 99.51% 3,155.39 99.65%
operations
Other income 13.16 0.55% 34.23 0.86% 14.46 0.49% 10.97 0.35%
Total income 2,397.33 100.00% 3985.29 100.00% 2,931.55 100.00% 3,166.36 100.00%
Expenses:
Cost of materials
966.64 40.32% 1,528.08 38.34% 1,774.61 60.53% 1,848.35 58.37%
consumed
Purchase of stock-in-
911.80 38.03% 1,321.70 33.16% 21.62 0.74% 424.98 13.42%
trade
Changes in
Inventories of
Finished Goods, (82.82) (3.45)% (11.40) (0.29)% - - - -
Work-in-Progress and
Stock-in-Trade
509Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Particulars % of total % of total % of total % of total
Amount Amount Amount Amount
income income income income
(₹ million) (%) (₹ million) (%) (₹ million) (%) (₹ million) (%)
Employee benefits
71.66 2.99% 97.84 2.46% 78.99 2.69% 60.39 1.91%
expense
Finance costs 110.43 4.61% 221.80 5.57% 186.78 6.37% 93.25 2.94%
Depreciation,
amortization and 70.38 2.94% 115.94 2.91% 78.70 2.68% 55.16 1.74%
impairment expense
Other expenses 181.30 7.56% 321.68 8.07% 357.82 12.21% 242.25 7.65%
Total expenses 2,229.39 92.99% 3,595.63 90.22% 2,498.52 85.23% 2,724.37 86.04%
Profit before tax 167.94 7.01% 389.65 9.78% 433.04 14.77% 441.99 13.96%
Tax expenses:
Current tax (including
14.12 0.59% 60.17 1.51% 88.37 3.01% 97.73 3.09%
earlier years)
Deferred tax 22.97 0.96% 13.75 0.35% 62.19 2.12% 12.05 0.38%
Short/Excess
Provision of Tax
0.00 0.00% 4.12 0.10% 10.61 0.36% (1.78) (0.06)%
expenses of earlier
year(s)
Total tax expenses 37.09 1.55% 78.05 1.96% 161.17 5.50% 108.00 3.41%
Profit after tax for
130.85 5.46% 311.61 7.82% 271.86 9.27% 333.99 10.55%
the year/period
Other comprehensive income:
Items that will not be reclassified to profit or loss
Gain/(loss) on
remeasurements of the 0.16 0.01% 0.07 0.00% (0.25) (0.01)% (1.06) (0.03)%
defined benefit plans
Income tax
(expenses)/income on
(0.04) (0.00)% (0.02) (0.00)% 0.06 0.00% 0.37 0.01%
remeasurements of the
defined benefits plan
Items that may be reclassified to profit or loss
Effective portion of
gain/(loss) on hedging
- - - - - - - -
instruments in a cash
flow hedge
Income tax
(expenses)/income on
effective portion of
- - - - - - - -
gain/(loss) on hedging
instruments in a cash
flow hedge
Restated other
comprehensive
0.12 0.00% 0.05 0.00% (0.19) (0.01)% (0.69) (0.02%)
income for the year
(net of tax)
Total comprehensive
income for the 130.97 5.46% 311.66 7.82% 271.67 9.27% 333.30 10.53%
year/period
Results of operations for the six-month period ended September 30, 2025
The following key factors had a material effect on our results of operations for the six-month period ended
September 30, 2025:
• Revenue per ton of steam sold in the first half of Fiscal 2026 was ₹3,194.35. This decrease was primarily
driven by the onboarding of new customers at comparatively lower price points in recently commissioned
locations.
• During the six-month period ended September 30, 2025, our Vapi Waste-to-Steam boiler became fully
operational, resulting in a contribution to both revenue and profitability.
510Total Income
Our total income was ₹2,397.33 million for the six-month period ended September 30, 2025, comprising revenue
from operations of ₹2,384.17 million and other income of ₹13.16 million.
Revenue from Operations
Our revenue from operations was ₹2,384.17 million for the six-month period ended September 30, 2025,
comprising revenue from the sale of steam, nitrogen, coal, and other products. The following table sets forth our
sales of products, broken down by product category, for the six-month period ended September 30, 2025:
For the six months ended
September 30, 2025
Particulars
Amount % of revenue from
(₹ millions) operations
Sale of Steam 1,697.77 71.21%
Sale of Nitrogen 3.01 0.13%
Sale of Coal 670.99 28.14%
Other products(1) 12.41 0.52%
Revenue from sales of products 2,384.17 100.00%
(1) Other products includes sales of flowmeter, scrap sales and other components.
Other income
Our other income was ₹13.16 million for the six-month period ended September 30, 2025, which primarily
comprised of (i) interest income from bank fixed deposits of ₹2.83 million, (ii) interest income from others of
₹5.27 million, (iii) exchange gain resultant from the transaction of ₹2.29 million. and (iv) other income of ₹0.83
million.
Expenses
Cost of Goods Sold. Our Cost of Goods Sold, which is the aggregate of our cost of materials consumed, purchases
of stock-in-trade and changes in inventories of finished goods, work-in-progress, and stock-in-trade, was
₹1,795.62 million for the six-month period ended September 30, 2025, accounting for 74.90% of our total income.
During the period, we incurred purchases of (i) coal of ₹608.46 million, (ii) steam of ₹298.88 million, and (iii)
others of ₹4.47 million. While coal purchased by the Company is primarily used in the production of steam, a
portion of our coal inventory is sold in the market. Due to the uncertainty with respect to the quantity of coal held
for sale, ₹94.23 million of our coal stock is classified as closing stock held for purposes of trading as at September
30, 2025, which was reflected in our changes in inventories of finished goods, work-in-progress, and stock-in-
trade in the amount of ₹(82.82) million.
Employee benefits expense. Employee benefits expense was ₹71.66 million for the six-month period ended
September 30, 2025, accounting for 2.99% of our total income, which was comprised of (i) salaries and wages of
₹50.69 million, (ii) contribution to provident and other funds of ₹1.09 million, (iii) staff welfare expenses of ₹2.50
million, (iv) director’s remuneration of ₹4.03 million (v) retirement benefit of ₹1.15 million, and (vi) share based
payment expenses of ₹12.21 million.
Finance costs. Our finance costs was ₹110.43 million for the six-month period ended September 30, 2025,
accounting for 4.61% of our total income, which primarily comprised of (i) interest expenses on term loans of
₹57.58 million, (ii) LC commitment charges of ₹25.78 million, (iii) finance charges (interest on lease) of ₹20.68
million, (iv) other borrowing costs of ₹4.35 million, and (v) interest on late payment to Micro and Small
enterprises (“MSME”) of ₹2.03 million.
Depreciation, amortization and impairment expenses. Our depreciation, amortization and impairment expense
was ₹70.38 million for the six-month period ended September 30, 2025, accounting for 2.94 % of our total income,
which comprised of depreciation on property, plant and equipment of ₹50.52 million, depreciation of right of use
assets of ₹19.02 million, and amortisation of intangible assets of ₹0.84 million. See “Restated Financial
Information – Notes to Restated Financial Information – Note 2 – Property, Plant and Equipment” on page 420.
511Other expenses. Our other expenses were ₹181.30 million for the six-month period ended September 30, 2025,
accounting for 7.56% of our total income. This comprised of (i) manufacturing expenses of ₹135.67 million
primarily, including utility charges of ₹64.16 million, labour charges of ₹31.49 million, repair and maintenance
expense of ₹16.69 million, and loading and unloading expenses of ₹4.23 million, (ii) administrative expenses of
₹37.11 million, primarily including legal and professional charges of ₹6.13 million, rent, rates, taxes & duties of
₹9.79 million, travelling & conveyance expenses of ₹5.18 million and CSR expenditure of ₹4.05 million, and (iii)
selling & distribution expenses of ₹8.52 million, primarily including advertisement, business promotion and
seminar expenses of ₹4.63 million and commission and brokerage of ₹3.89 million.
Profit before tax. As a result of the foregoing, our profit before tax was ₹167.94 million for the six-month period
ended September 30, 2025.
Tax expenses. Our total tax expenses were ₹37.09 million for the six-month period ended September 30, 2025,
which comprised of (i) current tax of ₹14.12 million, and (ii) deferred tax of ₹22.97 million.
Profit after tax for the period. As a result of the foregoing, our profit after tax for the period was ₹130.85 million
for the six-month period ended September 30, 2025.
Our profit after tax for the six-month period ended September 30, 2025 was significantly affected by the following
factors:
Income:
• Our total income for the six-month period ended September 30, 2025 was ₹2,397.33 million, comprising of
revenue from operations of ₹2,384.17 million and other income of ₹13.16 million.
• The following table sets forth our sales of products, broken down by product category, for the periods
indicated:
Six months ended September 30, 2025
Sales of products Revenue % of revenue from
(in ₹ millions) operations
Sale of Steam 1,697.77 71.21%
Sale of Nitrogen 3.01 0.13%
Sale of Coal 670.99 28.14%
Other products(1) 12.41 0.52%
Revenue from sales of products 2,384.17 100.00%
(1) Other products includes sales of flowmeter, scrap sales and other components.
Expenses:
• Our total expenses for the six-month period ended September 30, 2025 was ₹2,229.39 million or 92.99% of
total income.
• The following factors affecting our depreciation, amortization and impairment expense, finance costs and
employee benefits expense in Fiscal 2024/2025 continued into the six months ended September 30, 2025.
• In addition, in the six-month period ended September 30, 2025, we resumed (i) sales of coal, particularly to
our Group Company, Sanjoo Dyeing and Printing Mills Private Limited, as duly explained in the “Results of
Operations as per the Restated Financial Information” sub-section this “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section beginning on page 480, and (ii) the
purchase of steam in Sachin GIDC from Sanjoo Dyeing and distribution of such steam through pipelines upon
the termination of our lease of the steam generation facilities at the Sachin GIDC facility from Sanjoo Dyeing.
The resumption of such activities resulted in a significant increase in our purchases of stock-in-trade in the
six-month period ended September 30, 2025.
• Our cost of materials consumed was ₹966.64 million for the six-month period ended September 30, 2025,
accounting for 40.32% of our total income.
512• Our purchase of stock-in-trade was ₹911.80 million for the six-month period ended September 30, 2025,
accounting for 38.03% of our total income. This comprises purchases of (i) coal of ₹608.46 million, (ii) steam
of ₹298.88 million, and (iii) others of ₹4.47 million. While coal purchased by the Company is primarily used
in the production of steam, a portion of our coal inventory is sold in the market. Due to the uncertainty with
respect to the quantity of coal held for sale, ₹94.23 million of our coal stock is classified as closing stock held
for purposes of trading as at September 30, 2025.
• Our employee benefits expense was ₹71.66 million for the six-month period ended September 30, 2025,
accounting for 2.99% of our total income, which was comprised of (i) salaries and wages of ₹50.69 million,
(ii) contribution to provident and other funds of ₹1.09 million, (iii) staff welfare expenses of ₹2.50 million,
(iv) director’s remuneration of ₹4.03 million, (v) retirement benefit of ₹1.15 million, and (vi) share based
payment expenses of ₹12.21 million.
• Our finance costs was ₹110.43 million for the six-month period ended September 30, 2025, accounting for
4.61% of our total income, which primarily comprised of (i) interest expenses on term loans of ₹57.58 million,
(ii) LC commitment charges of ₹25.78 million, (iii) finance charges (interest on lease) of ₹20.68 million, (iv)
other borrowing costs of ₹4.35 million, and (v) interest on late payment to MSME of ₹2.03 million.
• Our depreciation, amortization and impairment expense was ₹70.38 million for the six-month period ended
September 30, 2025, accounting for 2.94% of our total income, which comprised of depreciation on property,
plant and equipment of ₹50.52 million, depreciation of right of use assets of ₹19.02 million, and amortisation
of intangible assets of ₹0.84 million.
• Our other expenses was ₹181.30 million for the six-month period ended September 30, 2025. This comprised
of (i) manufacturing expenses of ₹135.67 million primarily, including utility charges of ₹64.16 million, labour
charges of ₹31.49 million, repair and maintenance expense of ₹16.69 million, and loading and unloading
expenses of ₹4.23 million, (ii) administrative expenses of ₹37.11 million, primarily including legal and
professional charges of ₹6.13 million, rent, rates, taxes & duties of ₹9.79 million, travelling & conveyance
expenses of ₹5.18 million and CSR expenditure of ₹4.05 million, and (iii) selling & distribution expenses of
₹8.52 million, primarily including advertisement, business promotion and seminar expenses of ₹4.63 million
and commission and brokerage of ₹3.89 million.
Profit Before Tax, Profit After Tax and PAT Margin:
• Our profit before tax for the six-month period ended September 30, 2025 was ₹167.94 million, representing
7.01% of our total income.
• Our profit after tax for the six-month period ended September 30, 2025 was ₹130.85 million, representing
5.46% of our total income.
• Our PAT Margin was 5.46% in the six-month period ended September 30, 2025, and was 7.82% in Fiscal
2025, 9.27% in Fiscal 2024 and 10.55% in Fiscal 2023. See the “Key Performance Indicators and Non-GAAP
Financial Measures” sub-section of this “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section beginning on page 480.
Other comprehensive income for the period (net of tax). Other comprehensive income for the period (net of tax)
was ₹0.12 million for the six-month period ended September 30, 2025, which comprised of a gain on
remeasurements of defined benefits plans of ₹0.16 million and income tax expenses on remeasurements of the
defined benefit plans of ₹(0.04) million.
Total comprehensive income for the period. As a result of the foregoing, our total comprehensive income for the
period was ₹130.97 million for the six-month period ended September 30, 2025.
Fiscal 2025 compared to Fiscal 2024
(₹ in millions, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Change (%)
Income:
Revenue from operations 3,951.06 2,917.10 35.44
Other income 34.23 14.46 136.80
513Particulars Fiscal 2025 Fiscal 2024 Change (%)
Total Income 3,985.29 2,931.55 35.94
Expenses:
Cost of Goods Sold
Cost of materials consumed (A) 1528.08 1,774.61 (13.89)
Purchase of stock-in-trade (B) 1321.70 21.62 6,013.83
Changes in inventories of finished goods,
(11.40) - -
work-in-progress and stock-in-trade (C)
Cost of Goods Sold (=A+B+C) 2,838.38 1,796.23 58.02
Employee benefits expense 97.84 78.99 23.87
Finance costs 221.80 186.78 18.75
Depreciation, amortization and impairment
115.94 78.70 47.32
expense
Other expenses 321.68 357.82 (10.10)
Total Expenses 3,595.63 2,498.52 43.91
Profit before tax 389.65 433.04 (10.02)
Tax expenses:
Current tax 60.17 88.37 (31.91)
Deferred tax 13.75 62.19 (77.89)
Short/Excess Provision of Tax expenses of
4.12 10.61 (61.19)
earlier year(s)
Total tax expenses 78.05 161.18 (51.58)
Profit after tax for the year 311.61 271.86 14.62
Other comprehensive income for the year:
Items that will not be reclassified to profit or loss
• Gain/(loss) on remeasurements of the
defined benefit plans 0.07 (0.25) (127.32)
• Income tax (expenses)/income on
remeasurements of the defined benefit plans (0.02) 0.06 (127.32)
Items that may be reclassified to Profit or Loss
Effective portion of gain/(loss) in hedging
- - -
instruments in a cash flow hedge
Income tax (expenses)/income on effective
portion of gain/(loss) on hedging instruments in - - -
a cash flow hedge
Other comprehensive (loss)/income for the
0.05 (0.19) (127.32)%
year
Total comprehensive income for the year 311.66 271.67 14.72
The following key factors/events had a material effect on our results of operations for Fiscal 2025:
• Revenue per ton of steam sold in Fiscal 2025 decreased to ₹3,294.91 million from ₹3,521.13 million in Fiscal
2024. This decrease was primarily driven by the onboarding of new customers at comparatively lower price
points in the Dahej trading unit.
• In Fiscal 2025, coal sales amounted to ₹762.45 million, compared to ₹0.19 million in Fiscal 2024. The
majority of these sales were to Sanjoo Dyeing, which was engaged in manufacturing of steam, while the
Company was engaged in procuring and distributing the steam produced by Sanjoo Dyeing.
Total Income
Our total income increased by 35.94% to ₹3,985.29 million for Fiscal 2025 from ₹2,931.56 million for Fiscal
2024, primarily due to a 35.44% increase in revenue from operations.
Revenue from Operations
Our revenue from operations increased by 35.44 % to ₹3,951.06 million for Fiscal 2025 from ₹2,917.10 million
for Fiscal 2024, which can be primarily attributed to (i) a 9.61% increase in revenue from sales of steam and (ii)
an increase in sale of coal to ₹762.45 million in Fiscal 2025 from ₹0.19 million in Fiscal 2024.
514Sale of Products
Revenue from sales of products increased by 35.44% to ₹3,951.06 million for Fiscal 2025 from ₹2,917.10 million
for Fiscal 2024, primarily due to (i) a 9.61% increase in revenue from sales of steam to ₹3,171.78 million in Fiscal
2025 from ₹2,893.67 million in Fiscal 2024, and (ii) a ₹762.26 million increase in revenue from sales of coal to
₹762.45 million in Fiscal 2025 from ₹0.19 million in Fiscal 2024. Following the termination of our lease of the
steam generation facilities at the Sachin GIDC facility from Sanjoo Dyeing in Fiscal 2025, Sanjoo Dyeing resumed
manufacturing of steam at these facilities; and we resumed supplying coal required to support their steam
production operations.
Revenue from sales of steam increased by 9.61% to ₹3,171.78 million in Fiscal 2025 from ₹2,893.67 million in
Fiscal 2024. Revenue per ton of steam sold decreased to ₹3,294.91 per ton in Fiscal 2025 from ₹3,521.13 per ton
in Fiscal 2024, principally due to the Dahej GIDC unit becoming operational during the year, from which a
majority of the steam that we sold had lower margins as compared to other locations.
The following table sets forth our sales of products, broken down by product, for the periods indicated:
Fiscal 2025 Fiscal 2024
Sales of products % of revenue from % of revenue from
₹ millions ₹ millions
operations operations
Sale of Steam 3,171.78 80.28% 2,893.67 99.20%
Sale of Nitrogen Gas 0.90 0.02% 0.00 0.00%
Sale of Coal 762.45 19.30% 0.19 0.01%
Other products(1) 15.93 0.40% 23.24 0.80%
Revenue from sales of products 3,951.06 100.00% 2,917.10 100.00%
(1) Other products includes sales of flowmeter, scrap sales and other components.
The following table sets forth the sector-wise revenue for the periods indicated:
Fiscal 2025 Fiscal 2024
Particulars Revenue % of revenue Revenue % of revenue
(in ₹ millions) from operations (in ₹ millions) from operations
Pharmaceutical 1,054.24 26.68% 1,161.57 39.82%
Chemicals 970.97 24.57% 835.71 28.65%
Agrochemical 459.42 11.63% 415.93 14.26%
Textiles 750.68 19.00% 215.94 7.40%
Others 141.42 3.58% 151.32 5.19%
Dyes & Pigments 146.81 3.72% 69.67 2.39%
Polymers 104.78 2.65% 48.82 1.67%
Paint 18.17 0.46% 18.14 0.62%
Coal trading 82.52 2.09% - -
Revenue from operations 3,951.06 100.00% 2,917.10 100.00%
Other income
Our other income increased by 136.80% to ₹34.23 million for Fiscal 2025 from ₹14.46 million for Fiscal 2024,
primarily due to (i) a 22.33% increase in interest on bank fixed deposits to ₹9.26 million in Fiscal 2025 from
₹7.57 million in Fiscal 2024 resulting from an increase in our fixed deposit balances in Fiscal 2025 to be used as
collateral to support increases in our non-fund based limits, (ii) an increase in interest income from others to ₹3.80
million for Fiscal 2025 from ₹1.81 million for Fiscal 2024 resulting from an increase in interest charged to
customers on late payments, (iii) profit on sale of assets ₹14.71 million for Fiscal 2025 due to the sale of land at
Gabheni (Surat, Gujarat). Other income also increased by 531.22% to ₹2.2 million for Fiscal 2025 from ₹0.35
million for Fiscal 2024, which primarily includes a rate difference debit note issued by the Company. For more
information, please see “Restated Financial Information – Notes to Restated Financial Information – Note 46 –
Related Party Disclosure” on page 466.
515Expenses
Cost of Goods Sold. Our Cost of Goods Sold, which is the aggregate of our cost of materials consumed, purchases
of stock-in-trade and changes in inventories of finished goods, work-in-progress, and stock-in-trade, increased by
58.02% to ₹2,838.38 million for Fiscal 2025 from ₹1,796.23 million in Fiscal 2024. Our Cost of Goods Sold
increased by 58.02% as compared to the 35.44% increase in our revenue from operations primarily due to an
increase in sales of steam at our Dahej GIDC unit, where we purchase and distribute steam at lower margin as
compared to other locations. As a result, while revenue grew, the additional volumes generated required higher
material costs, which in turn led to a relatively higher increase in Cost of Goods Sold. As a percentage of our total
income, our Cost of Goods Sold increased to 71.22% in Fiscal 2025 from 61.27% in Fiscal 2024.
Employee benefits expense. Employee benefits expense increased by 23.87% to ₹97.84 million for Fiscal 2025
from ₹78.99 million for Fiscal 2024, which was primarily due to a 21.83% increase in salaries and wages to ₹81.26
million for Fiscal 2025 from ₹66.70 million for Fiscal 2024, principally due to our Nandesari unit being fully
operational during Fiscal 2025, whereas in Fiscal 2024 it was operational only for 6 months, and share-based
expenses increased by ₹4.96 million for Fiscal 2025, which was NIL for Fiscal 2024. We had 182 and 196
permanent employees on the roll as at March 31, 2025 and March 31, 2024, respectively. As a percentage of our
total income, our employee benefits expense decreased to 2.46% in Fiscal 2025 from 2.69% in Fiscal 2024.
Finance costs. Our finance costs increased by 18.75% to ₹221.80 million for Fiscal 2025 from ₹186.78 million
for Fiscal 2024. This increase in finance costs was primarily due to (i) a 38.36% increase in interest expenses to
₹103.89 million for Fiscal 2025 from ₹75.09 million for Fiscal 2024 as additional working capital loans were
availed from our lenders, (ii) a 36.63% increase in LC commitment charges to ₹56.23 million in Fiscal 2025 from
₹41.15 million for Fiscal 2024, and (iii) the incurrence of interest on late payment to MSME of ₹2.68 million in
Fiscal 2025, which was Nil in Fiscal 2024. Such increases were partially offset by a 90.67% decrease in interest
on debentures to ₹2.48 million for Fiscal 2025 from ₹26.55 million for Fiscal 2024. As on March 31, 2025, our
total outstanding borrowings from banks and non-bank financial institutions was ₹2,229.47 million as compared
to ₹2,027.06 million as on March 31, 2024. As a percentage of our total income, our finance costs decreased to
5.57 % in Fiscal 2025 from 6.37% in Fiscal 2024.
Depreciation, amortization and impairment expenses. Our depreciation, amortization and impairment expenses
increased by 47.32% to ₹115.94 million for Fiscal 2025 from ₹78.70 million for Fiscal 2024, primarily due to the
increase in our fixed assets upon commencement of operations of our boiler plant in Vapi – WTE unit and
pipelines laid at various locations in Fiscal 2025. See “Restated Financial Information – Notes to Restated
Financial Information – Note 2 – Property, plant and equipment and capital work-in-progress” on page 420. As
a percentage of our total income, our depreciation, amortization and impairment expense increased to 2.91% in
Fiscal 2025 from 2.68% in Fiscal 2024.
Other expenses. Our other expenses decreased by 10.10% to ₹321.68 million for Fiscal 2025 from ₹357.82 million
for Fiscal 2024, primarily due to (i) a 17.63% decrease in labour charges to ₹50.12 million for Fiscal 2025 from
₹60.84 million for Fiscal 2024 reflecting the decrease of personnel upon the termination of our lease of the steam
generation facilities at the Sachin GIDC facility from Sanjoo Dyeing and Sanjoo Prints, (ii) a 4.68% decrease in
utility charges to ₹110.19 million for Fiscal 2025 from ₹115.60 million for Fiscal 2024 due to the an increase in
consumption of electricity generated by a turbine at our Nandesari unit, (iii) a 45.31% decrease in repair &
maintenance expenses to ₹28.84 million for Fiscal 2025 from ₹52.73 million for Fiscal 2024, and (iv) a 45.48%
decrease in advertisement, business promotion and seminar expenses to ₹10.87 million for Fiscal 2025 from
₹19.93 million for Fiscal 2024 on account of our reduced participation in seminars and exhibitions, sponsorships
and advertisement expenses in Fiscal 2024. The decrease in other expenses was partially offset by a a 127.46%
increase in travelling & conveyance expenses to ₹7.74 million for Fiscal 2025 from ₹3.40 million for Fiscal 2024
and an increase in provision of expected credit losses to ₹4.71 million for Fiscal 2025 from ₹0.04 million for
Fiscal 2024. As a percentage of our total income, our other expenses decreased to 8.07% in Fiscal 2025 from
12.21% in Fiscal 2024.
Profit before tax. As a result of the foregoing, our profit before tax decreased by 10.02% to ₹389.65 million for
Fiscal 2025 from ₹433.04 million for Fiscal 2024.
Tax expenses. Our total tax expenses decreased by 51.58 % to ₹78.05 million for Fiscal 2025 from ₹161.18
million for Fiscal 2024. The decrease in our tax expenses for Fiscal 2025 was primarily attributable to a 31.91%
decrease in current tax to ₹60.17 million in Fiscal 2025 from ₹88.37 million for Fiscal 2024, and a 77.89%
decrease in deferred tax to ₹13.75 million in Fiscal 2025 from ₹62.19 million for Fiscal 2024. The decrease in
516current tax was directly attributable to the 10.02% decrease in profit before tax in Fiscal 2025 as compared to
Fiscal 2024. Total tax expenses of ₹78.05 million in Fiscal 2025 was 20.03% of profit before tax of ₹389.65
million, while total tax expenses of ₹161.18 million for Fiscal 2024 was 37.22% of profit before tax of ₹433.04
million.
Profit after tax for the year. Our profit after tax for the year increased by 14.62% to ₹311.61 million for Fiscal
2025 from ₹271.86 million for Fiscal 2024.
The increase in our profit after tax for the year in Fiscal 2025 as compared to Fiscal 2024 was principally
attributable to the 35.44% increase in the revenue from operations from Fiscal 2024 for the reasons duly explained
below:
Income:
• Our total income increased by 35.94% to ₹3,985.29 million for Fiscal 2025 from ₹2,931.56 million for Fiscal
2024, primarily due to a 35.44% increase in revenue from operations.
• Our revenue from operations increased by 35.44% to ₹3,951.06 million for Fiscal 2025 from ₹2,917.10
million for Fiscal 2024, which can be primarily attributed to (i) a 9.61% increase in revenue from sales of
steam and (ii) an increase in sale of coal to ₹762.45 million in Fiscal 2025 from ₹0.19 million in Fiscal 2024.
• The following table sets forth our sales of products, broken down by product category, for the periods
indicated:
Fiscal 2025 Fiscal 2024
Sales of products % of revenue from % of revenue from
₹ millions ₹ millions
operations operations
Sale of Steam 3,171.78 80.28% 2,893.67 99.20%
Sale of Nitrogen Gas 0.90 0.02% 0.00 0.00%
Sale of Coal 762.45 19.30% 0.19 0.01%
Other products(1) 15.93 0.40% 23.24 0.80%
Revenue from sales of products 3,951.06 100.00% 2,917.10 100.00%
(1) Other products includes sales of flowmeter, scrap sales and other components.
Expenses:
• Our total expenses increased by 43.91% between Fiscal 2024 and Fiscal 2025 from ₹2,498.52 million to
₹3,595.63 million, respectively. As a % of total income, total expenses increased from 85.23% in Fiscal 2024
to 90.22% in Fiscal 2025.
• Our cost of materials consumed decreased by 13.89% between Fiscal 2024 to Fiscal 2025 from ₹1,528.08
million to ₹1,774.61 million, respectively. Our purchase of stock in trade increased by 6,013.32% on account
of the purchase of steam in Dahej GIDC and Sachin GIDC from Sanjoo Dyeing from ₹21.62 million in Fiscal
2024 to ₹1,321.70 million in Fiscal 2025.
• Employee benefits expense increased by 23.87% to ₹97.84 million for Fiscal 2025 from ₹78.99 million for
Fiscal 2024, which was primarily due to a 21.83% increase in salaries and wages to ₹81.26 million for Fiscal
2025 from ₹66.70 million for Fiscal 2024, principally due to our Nandesari unit being fully operational during
Fiscal 2025, whereas our Nandesari unit operational only for six months in Fiscal 2024, and share-based
expenses increased to ₹4.96 million for Fiscal 2025 from NIL for Fiscal 2024. We had 182 and 196 permanent
employees on the roll as at March 31, 2025 and March 31, 2024, respectively. As a percentage of our total
income, our employee benefits expense decreased to 2.46% in Fiscal 2025 from 2.69% in Fiscal 2024.
• Our finance costs increased by 18.75% to ₹221.80 million for Fiscal 2025 from ₹186.78 million for Fiscal
2024. This increase in finance costs was primarily due to (i) a 38.36% increase in interest expenses to ₹103.89
million for Fiscal 2025 from ₹75.09 million for Fiscal 2024 as additional working capital loans were availed
from our lenders, (ii) a 36.63% increase in LC commitment charges to ₹56.23 million in Fiscal 2025 from
₹41.15 million for Fiscal 2024, and (iii) the incurrence of interest on late payment to MSME of ₹2.68 million
in Fiscal 2025, which was Nil in Fiscal 2024. Such increases were partially offset by a 90.67% decrease in
517interest on debentures to ₹2.48 million for Fiscal 2025 from ₹26.55 million for Fiscal 2024. As on March 31,
2025, our total outstanding borrowings from banks and non-bank financial institutions was ₹2,229.47 million
as compared to ₹2,027.06 million as on March 31, 2024. As a percentage of our total income, our finance
costs decreased to 5.57 % in Fiscal 2025 from 6.37% in Fiscal 2024.
• Our depreciation, amortization and impairment expenses increased by 47.32% to ₹115.94 million for Fiscal
2025 from ₹78.70 million for Fiscal 2024, primarily due to the increase in our fixed assets upon
commencement of operations of our boiler plant in Vapi – WTE unit and pipelines laid at various locations
in Fiscal 2025.
• Our other expenses decreased by 10.10% to ₹321.68 million for Fiscal 2025 from ₹357.82 million for Fiscal
2024, primarily due to (i) a 17.63% decrease in labour charges to ₹50.12 million for Fiscal 2025 from ₹60.84
million for Fiscal 2024 reflecting the decrease of personnel upon the termination of our lease of the steam
generation facilities at the Sachin GIDC facility from Sanjoo Dyeing, (ii) a 4.68% decrease in utility charges
to ₹110.19 million for Fiscal 2025 from ₹115.60 million for Fiscal 2024 due to the an increase in consumption
of electricity generated by a turbine at our Nandesari unit, (iii) a 45.31% decrease in repair & maintenance
expenses to ₹28.84 million for Fiscal 2025 from ₹52.73 million for Fiscal 2024, and (iv) a 45.48% decrease
in advertisement, business promotion and seminar expenses to ₹10.87 million for Fiscal 2025 from ₹19.93
million for Fiscal 2024 on account of our reduced participation in seminars and exhibitions, sponsorships and
advertisement expenses in Fiscal 2024. The decrease in other expenses was partially offset by a 127.46%
increase in travelling & conveyance expenses to ₹7.74 million for Fiscal 2025 from ₹3.40 million for Fiscal
2024 and an increase in provision of expected credit losses to ₹4.71 million for Fiscal 2025 from ₹0.04 million
for Fiscal 2024. As a percentage of our total income, our other expenses decreased to 8.07% in Fiscal 2025
from 12.21% in Fiscal 2024.
Other comprehensive income/(loss) for the year (net of tax). We had other comprehensive income for the year
(net of tax) of ₹0.05 million in Fiscal 2025 as compared to an other comprehensive (loss) for the year (net of tax)
of ₹(0.19) million for Fiscal 2024.
In Fiscal 2025, other comprehensive (loss) comprised of remeasurement gain of defined benefit plans of ₹0.07
million and income tax expense related to such remeasurement of ₹0.02 million. In Fiscal 2024, we had other
comprehensive loss of ₹(0.19) million due to (loss) on remeasurements of defined benefits plans of ₹(0.25) million
and income tax income relating to the foregoing of ₹0.06 million.
Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the
year increased by 14.72% to ₹311.66 million for Fiscal 2025 from ₹271.67 million for Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
(₹ in millions, except percentages)
Particulars Fiscal 2024 Fiscal 2023 Change (%)
Income:
Revenue from operations 2,917.10 3,155.39 (7.55)%
Other income 14.46 10.97 31.78%
Total Income 2,931.55 3,166.36 (7.42)%
Expenses:
Cost of Goods Sold
Cost of materials consumed (A) 1,774.61 1,848.35 (3.99)%
Purchase of stock-in-trade (B) 21.62 424.98 (94.91)%
Changes in inventories of finished goods,
- - -
work-in-progress and stock-in-trade (C)
Cost of Goods Sold (=A+B+C) 1,796.23 2,273.33 (20.99)%
Employee benefits expense 78.99 60.39 30.80%
Finance costs 186.78 93.25 100.30%
Depreciation, amortization and impairment
78.70 55.16 42.68%
expense
Other expenses 357.82 242.25 47.71%
Total Expenses 2,498.52 2,724.37 (8.29)%
Profit before tax 433.04 441.99 (2.03)%
Tax expenses:
Current tax 88.37 97.73 (9.57)%
518Particulars Fiscal 2024 Fiscal 2023 Change (%)
Deferred tax 62.19 12.05 416.00%
Short/Excess Provision of Tax expenses of
10.61 (1.78) (697.91)%
earlier year(s)
Total tax expenses 161.18 108.00 49.23%
Profit after tax for the year 271.86 333.99 (18.60)%
Other comprehensive income for the year:
Items that will not be reclassified to profit or loss
• Gain/(loss) on remeasurements of the
defined benefit plans (0.25) (1.06) (76.51)%
• Income tax (expenses)/income on
remeasurements of the defined benefits plan 0.06 0.37 (83.08)%
Items that may be reclassified to Profit and Loss
Effective portion of gain/(loss) on hedging
- - -
instruments in a cash flow hedge
Income tax gain/(loss) on hedging instruments
- - -
in a cash flow hedge
Other comprehensive (loss)/income for the
(0.19) (0.69) (72.98)%
year
Total comprehensive income for the year 271.67 333.30 (18.49)%
The following key factors and events had a material effect on our results of operations for Fiscal 2024:
• Coal prices corrected in Fiscal 2024 as compared to Fiscal 2023, and such decreases are reflected in our
steam sales prices. As a result, revenue per ton of steam sold decreased to ₹3,521.13 per ton in Fiscal 2024 from
₹4,205.62 per ton in Fiscal 2023. Further, there was minimal coal trading activity conducted by our Company in
Fiscal 2024.
Total Income
Our total income decreased by 7.42% to ₹2,931.55 million for Fiscal 2024 from ₹3,166.36 million for Fiscal 2023,
primarily due to a 7.55% decrease in revenue from operations.
Revenue from Operations
Our revenue from operations decreased by 7.55% to ₹2,917.10 million for Fiscal 2024 from ₹3,155.39 million for
Fiscal 2023. The decrease in revenue of our Company in Fiscal 2024 from Fiscal 2023 was principally due to a
99.93% decrease in revenue from the sale of coal to ₹0.19 million in Fiscal 2024 from ₹263.44 million in Fiscal
2023. There was minimal coal trading in Fiscal 2024 as we generally sell excess coal in the open market and
whatever coal was purchased by us in Fiscal 2024 was primarily utilized towards in-house consumption.
Sale of Products
Revenue from sales of products decreased by 7.55% to ₹2,917.10 million for Fiscal 2024 from ₹3,155.39 million
for Fiscal 2023, primarily due to a 99.93% decrease in revenue from the sale of coal to ₹0.19 million in Fiscal
2024 from ₹263.44 million in Fiscal 2023, which was partially offset by a 291.14% increase in revenue from sales
of others to ₹23.24 million for Fiscal 2024 from ₹5.94 million in Fiscal 2023.
Revenue from sales of steam increased by 0.27% to ₹2,893.67 million in Fiscal 2024 from ₹2,886.01 million in
Fiscal 2023. While the total revenue from sales of steam remained stable from Fiscal 2023 to Fiscal 2024, the
unit volume of steam sold in Fiscal 2024 increased by 19.76% to 821,801.41 tons in Fiscal 2024 from 686,227.75
tons in Fiscal 2023. Accordingly, the impact of the increase in unit volume sales was almost entirely mitigated by
the decrease in the unit pricing of steam sold in Fiscal 2024 to ₹3,521.13 per ton in Fiscal 2024 from ₹4,205.62
per ton in Fiscal 2023. Revenue from sales of steam to customers in the chemicals and pharmaceuticals industries
increased by 7.35% to ₹1,997.28 million in Fiscal 2024 from ₹1,860.45 million in Fiscal 2023, which was partially
offset by a 16.28% decrease in the revenue per ton of steam sold to ₹3,521.13 per ton in Fiscal 2024 from
₹4,205.61 per ton in Fiscal 2023. The decrease in the price per unit of steam sold was principally due to a decrease
in the unit price of coal, as increases or decreases in the coal pricing are passed through to our end customer.
519The following table sets forth our sales of products, broken down by product category, for the periods indicated:
Fiscal 2024 Fiscal 2023
Sales of products % of revenue from % of revenue from
₹ millions ₹ millions
operations operations
Sale of Steam 2,893.67 99.19% 2,886.01 91.46%
Sale of Coal 0.19 0.01% 263.44 8.35%
Other products(1) 23.24 0.80% 5.94 0.19%
Revenue from operations 2,917.10 100.00% 3,155.39 100.00%
(1) Other products includes sales of flowmeter, sales of scrap and other components.
The following table sets forth the sector-wise revenue for the periods indicated:
Fiscal 2024 Fiscal 2023
Particulars Revenue % of revenue Revenue % of revenue
(in ₹ millions) from operations (in ₹ millions) from operations
Pharmaceutical 1,161.57 39.82% 1,082.49 34.31%
Chemicals 835.71 28.65% 777.96 24.66%
Agrochemical 415.93 14.26% 594.25 18.83%
Textiles 215.94 7.40% 231.32 7.33%
Others 151.32 5.19% 171.88 5.45%
Dyes & Pigments 69.67 2.39% 27.64 0.88%
Polymers 48.82 1.67% - -
Paint 18.14 0.62% 16.91 0.54%
Coal trading - - 252.94 8.02%
Revenue from operations 2,917.10 100.00% 3,155.39 100.00%
Other income
Our other income increased by 31.78% to ₹14.46 million for Fiscal 2024 from ₹10.97 million for Fiscal 2023,
primarily due to (i) a 339.90% increase in interest income from bank fixed deposits to ₹7.57 million for Fiscal
2024 from ₹1.72 million for Fiscal 2023 resulting from an increase in our fixed deposit balances in Fiscal 2024
to be used as collateral to support increases in our LC/BG limits, and (ii) a 6,395.52% increase in interest income
from others to ₹1.81 million for Fiscal 2024 from ₹0.03 million for Fiscal 2023 resulting from an increase in
interest charged to customers on late payments. Such increase was partially offset by an 86.36% decrease in
exchange gain resultant from the transaction/translation to ₹0.76 million for Fiscal 2024 from ₹5.59 million for
Fiscal 2023.
Expenses
Cost of Goods Sold. Our Cost of Goods Sold, which is the aggregate of our cost of materials consumed, purchases
of stock-in-trade and changes in inventories of finished goods, work-in-progress, and stock-in-trade, decreased by
20.99% to ₹1,796.23 million in Fiscal 2024 from ₹2,273.33 million for Fiscal 2023. Our Cost of Goods Sold
decreased by 20.99% as compared to the 7.55% decrease in our revenue from operations over the same period
primarily as a result of a decrease in sales of coal in Fiscal 2024. As a percentage of our total income, our Cost of
Goods Sold decreased to 61.27% in Fiscal 2024 from 71.80% in Fiscal 2023.
Employee benefits expense. Employee benefits expense increased by 30.80% to ₹78.99 million for Fiscal 2024
from ₹60.39 million for Fiscal 2023, which was primarily due to increases in salaries and wages and staff welfare
expenses. Our salaries and wages increased by 25.29% to ₹66.70 million for Fiscal 2024 from ₹53.23 million for
Fiscal 2023 and staff welfare expenses increased by 195.06% to ₹6.73 million for Fiscal 2024 from ₹2.28 million
for Fiscal 2023. Our employee benefits expense increased in large part due to the commencement of our new
boiler plant in Nandesari GIDC in Fiscal 2024. We had 196 and 125 permanent employees on the roll as at March
31, 2024 and March 31, 2023, respectively. As a percentage of our total income, our employee benefits expense
increased to 2.69% in Fiscal 2024 from 1.91% in Fiscal 2023.
Finance costs. Our finance costs increased by 100.03% to ₹186.78 million for Fiscal 2024 from ₹93.25 million
for Fiscal 2023, primarily due to a (i) 40.40% increase in interest expense on borrowings from banks and financial
institutions to ₹75.09 million for Fiscal 2024 from ₹53.48 million for Fiscal 2023, (ii) 112.59% increase in LC
520commitment charges to ₹41.15 million for Fiscal 2024 from ₹19.36 million for Fiscal 2023, and (iii) the incurrence
of interest on debentures of ₹26.55 million in Fiscal 2024, which was not incurred in Fiscal 2023. The increase in
LC commitment charges was due to an increase in the volume of coal imports. In Fiscal 2023, we had lower
working capital limits of approximately ₹610.00 million due to which we had a lower amount of coal imports.
With the increase in working capital limits to ₹810.00 million in Fiscal 2024, we availed of our higher LC limits
to procure coal in line with our procurement strategy, which resulted in higher LC-related expenses. As at March
31, 2024, our total outstanding borrowings was ₹2,027.06 million as compared to ₹1,059.41 million as at March
31, 2023, which increase was due in part to our Company availing of additional loans from our lenders primarily
in connection with our project in Pirana, Ahmedabad. As a result, interest expenses increased to ₹75.09 million
in Fiscal 2024 as compared to ₹53.48 million in Fiscal 2023. As a percentage of our total income, our finance
costs increased to 6.37% in Fiscal 2024 from 2.94% in Fiscal 2023.
Depreciation, amortization and impairment expenses. Our depreciation, amortization and impairment expense
increased by 42.68% to ₹78.70 million for Fiscal 2024 from ₹55.16 million for Fiscal 2023, primarily due to the
increase in our fixed assets upon commencement of operations of our boiler plant in Dahej GIDC in Fiscal 2024.
Moreover, operations at our boiler plants in Nandesari (established in 2023) and Sarigam (established in 2023)
commenced during Fiscal 2023, so depreciation on our fixed assets associated with such locations was only
recorded for a partial year in Fiscal 2023. See “Restated Financial Information – Notes to Restated Financial
Information – Note 2– Property, plant and equipment” on page 420. As a percentage of our total income, our
depreciation, amortization and impairment expense increased to 2.68% in Fiscal 2024 from 1.74% in Fiscal 2023.
Other expenses. Our other expenses increased by 47.71% to ₹357.82 million for Fiscal 2024 from ₹242.25 million
for Fiscal 2023, primarily due to (i) a 75.26% increase in labour charges to ₹60.84 million for Fiscal 2024 from
₹34.72 million for Fiscal 2023, reflecting the commencement of operations in our boiler plant in Dahej SEZ in
Fiscal 2024 and the full-year operations in Nandesari in Fiscal 2024 (which was only operational for a portion of
Fiscal 2023), (ii) an 81.77% increase in repairs and maintenance to ₹52.73 million for Fiscal 2024 from ₹29.01
million for Fiscal 2023, on account of our expanded plant operations, (iii) a 41.67% increase in utility charges to
₹115.60 million for Fiscal 2024 from ₹81.60 million for Fiscal 2023 due to the expansion of our business
operations, and (iv) a 246.65% increase in advertisement, business promotion and seminar expenses to ₹19.93
million for Fiscal 2024 from ₹5.75 million for Fiscal 2023 on account of our increased participation in seminars
and exhibitions, sponsorships and advertisement expenses in Fiscal 2024, where was partially offset by a decrease
in sales promotion expenses. As a percentage of our total income, our other expenses increased to 12.21% in
Fiscal 2024 from 7.65% in Fiscal 2023.
Profit before tax. As a result of the foregoing, our profit before tax decreased by 2.03% to ₹433.04 million for
Fiscal 2024 from ₹441.99 million for Fiscal 2023.
Tax expenses. Our total tax expenses increased by 49.23% to ₹161.18 million for Fiscal 2024 from ₹108.00
million for Fiscal 2023. The increase in our tax expenses for Fiscal 2024 was primarily attributable to a 416.00%
increase in deferred tax to ₹62.19 million for Fiscal 2024 from ₹12.05 million for Fiscal 2023, primarily due to
the increase in depreciation charged on account of our increased fixed asset base. The increase in deferred tax was
partially offset by a 9.57% decrease in current tax to ₹88.37 million for Fiscal 2024 from ₹97.73 million for Fiscal
2023. Total tax expenses of ₹161.18 million in Fiscal 2024 was 37.22% of profit before tax of ₹433.04 million in
Fiscal 2024, while total tax expenses of ₹108.00 million in Fiscal 2023 was 24.44% of profit before tax of ₹441.99
million in Fiscal 2023.
Profit after tax for the year. Our profit after tax for the year decreased by 18.60% to ₹271.86 million for Fiscal
2024 from ₹333.99 million for Fiscal 2023, which was principally attributable to the aforementioned increase in
our deferred tax expense by 416.00% to ₹62.19 million in Fiscal 2024 from ₹12.05 million in Fiscal 2023.
The larger decrease in our profit after tax for the year in Fiscal 2024 of 18.60%, as compared to the 7.42% decrease
in our total income in Fiscal 2024, was principally attributable to the following factors:
Income:
• Our total income decreased by 7.42% to ₹2,931.55 million for Fiscal 2024 from ₹3,166.36 million for Fiscal
2023, primarily due to a 7.55% decrease in revenue from operations.
• Revenue from sales of products decreased by 7.55% to ₹2,917.10 million for Fiscal 2024 from ₹3,155.39
million for Fiscal 2023, primarily due to a 99.93% decrease in revenue from the sale of coal to ₹0.19 million
521in Fiscal 2024 from ₹263.44 million in Fiscal 2023, which was partially offset by a 291.25% increase in
revenue from sales of others to ₹23.24 million for Fiscal 2024 from ₹5.94 million in Fiscal 2023.
• The following table sets forth our sales of products, broken down by product category, for the periods
indicated:
Fiscal 2024 Fiscal 2023
Sales of products Revenue % of revenue Revenue % of revenue
(in ₹ millions) from operations (in ₹ millions) from operations
Sale of Steam 2,893.67 99.19% 2,886.01 91.46%
Sale of Coal 0.19 0.01% 263.44 8.35%
Other products(1) 23.24 0.80% 5.94 0.19%
Revenue from sales of products 2,917.10 100.00% 3,155.39 100.00%
(1) Other products includes sales of flowmeter, sales of scrap and other components.
Expenses:
• Our total expenses decreased by 8.29% to ₹2,498.52 million for Fiscal 2024 from ₹2,724.37 million for
Fiscal 2023, primarily due to (i) a 94.91% decrease in our purchases of stock-in-trade to ₹21.62 million for Fiscal
2024 from ₹424.98 million for Fiscal 2023, and (ii) a 3.99% decrease in our cost of materials consumed to
1,774.61 million for Fiscal 2024 from ₹1,848.35 million for Fiscal 2023.
o The substantial decrease in our purchases of stock-in-trade in Fiscal 2024 was primarily due to the
minimal coal trading in Fiscal 2024
o The decrease in our cost of materials consumed in Fiscal 2024 was primarily due to coal trading
being a larger part of our revenue in Fiscal 2023.
• The decreases in the aforementioned expense categories were partially offset by increases in the
following expense categories:
o Employee benefits expense. Employee benefits expense increased by 30.80% to ₹78.99 million for
Fiscal 2024 from ₹60.39 million for Fiscal 2023, which was primarily due to increases in salaries
and wages and staff welfare expenses. Our employee benefits expense increased in large part due to
the commencement of our new boiler plant in Nandesari GIDC in Fiscal 2024. We had 196
permanent employees on our payroll as at March 31, 2024, and 125 permanent employees on our
payroll as at March 31, 2023.
o Finance costs. Our finance costs increased by 100.03% to ₹186.78 million for Fiscal 2024 from
₹93.25 million for Fiscal 2023, primarily due to a (i) 40.41% increase in interest expense on
borrowings from banks and financial institutions to ₹75.09 million for Fiscal 2024 from ₹53.48
million for Fiscal 2023, (ii) 112.59% increase in LC commitment charges to ₹41.15 million for
Fiscal 2024 from ₹19.36 million for Fiscal 2023, and (iii) the incurrence of interest on debentures of
₹26.55 million in Fiscal 2024, which was not incurred in Fiscal 2023.
o Depreciation, amortization and impairment expenses. Our depreciation, amortization and
impairment expense increased by 42.68% to ₹78.70 million for Fiscal 2024 from ₹55.16 million for
Fiscal 2023, primarily due to the increase in our fixed assets upon commencement of operations of
our boiler plant in Dahej GIDC in Fiscal 2024. Moreover, operations at our boiler plants in Nandesari
(established in 2023) and Sarigam (established in 2023) commenced during Fiscal 2023, so
depreciation on our fixed assets associated with such locations was only recorded for a partial year
in Fiscal 2023.
o Other expenses. Our other expenses increased by 47.71% to ₹357.82 million for Fiscal 2024 from
₹242.25 million for Fiscal 2023, primarily due to (i) a 75.26% increase in labour charges to ₹60.84
million for Fiscal 2024 from ₹34.72 million for Fiscal 2023, reflecting the commencement of
operations in our boiler plant in Dahej in Fiscal 2024 and the full-year operations in Nandesari in
Fiscal 2024 (which was only operational for a portion of Fiscal 2023), (ii) an 81.77% increase in
repairs and maintenance to ₹52.73 million for Fiscal 2024 from ₹29.01 million for Fiscal 2023, on
account of our expanded plant operations, (iii) a 41.67% increase in utility charges to ₹115.60
million for Fiscal 2024 from ₹81.60 million for Fiscal 2023 due to the expansion of our business
522operations, and (iv) a 246.65% increase in advertisement, business promotion and seminar expenses
to ₹19.93 million for Fiscal 2024 from ₹5.75 million for Fiscal 2023 on account of our increased
participation in seminars and exhibitions, sponsorships and advertisement expenses in Fiscal 2024,
where was partially offset by a decrease in sales promotion expenses.
Profit Before Tax:
• As a result of the foregoing, our profit before tax decreased by 2.03% to ₹433.04 million for Fiscal 2024
from ₹441.99 million for Fiscal 2023.
Tax expenses:
Our tax expenses increased by 49.23% to ₹161.18 million for Fiscal 2024 from ₹108.00 million for Fiscal 2023.
The increase in our tax expenses for Fiscal 2024 was primarily attributable to a 416.00% increase in deferred tax
to ₹62.19 million for Fiscal 2024 from ₹12.05 million for Fiscal 2023, primarily due (i) to the increase in
depreciation charged on account of our increased fixed asset base and (ii) to an increase in lease liability. The
increase in deferred tax was partially offset by a 9.57% decrease in current tax to ₹88.37 million for Fiscal 2024
from ₹97.73 million for Fiscal 2023. Total tax expenses of ₹161.18 million in Fiscal 2024 was 37.22% of profit
before tax of ₹433.04 million in Fiscal 2024, while total tax expenses of ₹108.00 million in Fiscal 2023 was
24.44% of profit before tax of ₹441.99 million in Fiscal 2023.
The increase in our tax expenses in Fiscal 2024 was primarily responsible for the significant decrease in the profit
after tax for the year of our Company.
Other comprehensive (loss) for the year (net of tax). Other comprehensive (loss) for the year (net of tax)
decreased by 72.98% to ₹(0.19) million for Fiscal 2024 from ₹(0.69) million for Fiscal 2023.
In Fiscal 2024, we had other comprehensive loss of ₹(0.19) million due to (loss) on remeasurements of defined
benefits plans of ₹(0.25) million and income tax income relating to the foregoing of ₹0.06 million. In Fiscal 2023,
we had other comprehensive loss of ₹(0.69) million, due to (loss) on remeasurements of defined benefits plans of
₹(1.06) million and income tax income relating to the foregoing of ₹0.37 million.
Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the
year decreased by 18.49% to ₹271.67 million for Fiscal 2024 from ₹333.30 million for Fiscal 2023.
Certain Items in the Restated Statement of Assets and Liabilities
Non-current assets. Our total non-current assets increased by 13.10% to ₹4,848.04 million as at September 30,
2025, from ₹4,286.40 million as at March 31, 2025, primarily due to (i) an increase in our capital work-in-progress
to ₹1,247.22 million as at September 30, 2025 from ₹1,154.99 million as at March 31, 2025, (ii) an increase in
right-of-use assets to ₹801.91 million as at September 30, 2025 from ₹733.52 million as at March 31, 2025, and
(iii) an increase in our property, plant and equipment to ₹2,498.04 million as at September 30, 2025, from
₹2,137.19 million as at March 31, 2025, which was primarily on account of capitalisation of cost incurred for our
Panoli location as it became operational in Fiscal 2026 and additional pipeline installed for new customers. In
addition, the right-of-use asset increased as boiler for the Jagadhiya location was taken on lease.
Our total non-current assets increased by 41.56% to ₹4,286.40 million as at March 31, 2025, from ₹3,027.97
million as at March 31, 2024, primarily due to (i) an increase in our capital work-in-progress to ₹1,154.99 million
as at March 31, 2025 from ₹644.15 million as at March 31, 2024, (ii) an increase in right-of-use assets to ₹733.52
million as at March 31, 2025 from ₹370.75 million as at March 31, 2024, and (iii) an increase in our property,
plant and equipment to ₹2,137.19 million as at March 31, 2025, from ₹1,715.30 million as at March 31, 2024,
which was primarily on account of Vapi WTE unit and pipelines laid at various locations.
Our total non-current assets increased by 52.64% to ₹3,027.97 million as at March 31, 2024, from ₹1,983.79
million as at March 31, 2023, primarily due to (i) an increase in our property, plant and equipment to ₹1,715.30
million as at March 31, 2024, from ₹1,127.06 million as at March 31, 2023, which was primarily on account of
the capitalization of our new boiler plants in Nandesari in Fiscal 2024, (ii) an increase in our capital work-in-
progress to ₹644.15 million as at March 31, 2024 from ₹436.15 million as at March 31, 2023, (iii) an increase in
our other non-current assets, mainly capital advances to ₹230.31 million as at March 31, 2024, from ₹94.65 million
523as at March 31, 2023, and (iv) an increase in right-of-use assets to ₹370.75 million as at March 31, 2024 from
₹247.51 million as at March 31, 2023.
Current assets. Our total current assets decreased by 4.74% to ₹1,095.73 million as at September 30, 2025, from
₹1,150.28 million as at March 31, 2025, primarily due to a 32.9% decrease in inventories to ₹309.16 million as at
September 30, 2025, from ₹461.02 million as at March 31, 2025, which was partially offset by 37.17% increase
in trade receivables to ₹414.88 million as at September 30, 2025, from ₹302.47 million as at March 31, 2025.
Our total current assets decreased by 3.75% to ₹1,150.28 million as at March 31, 2025, from ₹1,195.10 million
as at March 31, 2024, primarily due to a decrease in other bank balance, which includes a 70.24% decrease in
fixed deposits with maturity less than 12 months to ₹55.01 million as at March 31, 2025, from ₹184.86 million as
at March 31, 2024, which was partially offset by a 31.37% increase in trade receivables to ₹302.47 million as at
March 31, 2025, from ₹230.24 million as at March 31, 2024, and a 72.39% increase in a cash and cash equivalents
to ₹21.77 million as at March 31, 2025, from ₹12.63 million as at March 31, 2024.
Our total current assets increased by 145.38% to ₹1,195.10 million as at March 31, 2024, from ₹487.05 million
as at March 31, 2023, primarily due to (i) a 455.75% increase in inventories to ₹462.27 million as at March 31,
2024, from ₹83.18 million as at March 31, 2023, which was primarily on account of a higher inventory of coal in
March 2024 to meet expected consumption requirements for the forthcoming monsoon season and on account of
a decrease in our coal trading activities in Fiscal 2024, (ii) a 56.98% increase in our other current assets to ₹288.08
million as at March 31, 2024, from ₹183.52 million as at March 31, 2023, which was primarily on account of
advances paid to vendors, (iii) a 1,211.89% increase in other bank balances to ₹184.86 million as at March 31,
2024, from ₹14.09 million as at March 31, 2023, which was primarily on account of an increase in fixed deposits
to facilitate (as collateral) an increase in our letter of credit / bank guarantee limits, and (iv) a 19.95% increase in
trade receivables to ₹230.24 million as at March 31, 2024, from ₹191.95 million as at March 31, 2023, which was
primarily on account of the increase in our overall revenue from operations.
Other equity. Other equity primarily consists of retained earnings and securities premium from the issuance of
equity securities and remeasurement of net defined asset/liability.
Our other equity increased to ₹872.49 million as at March 31, 2025, from ₹583.49 million as at March 31, 2024,
as a result of (i) an increase in our retained earnings as at March 31, 2025, due to our earning a total comprehensive
income for Fiscal 2025 of ₹311.66 million, and (ii) recognition of share based payment of ₹4.96 million. Such
increase was partially offset by a premium paid on redemption of debentures of ₹27.60 million.
Our other equity increased to ₹583.49 million as at March 31, 2024, from ₹418.42 million as at March 31, 2023,
as a result of (i) an increase in our retained earnings as at March 31, 2024, due to our earning a total comprehensive
income for Fiscal 2024 of ₹271.67 million, and (ii) a securities premium of ₹193.40 million from the issuance and
allotment of 976,750 Equity Shares at a per share consideration of ₹200, representing a premium of ₹198 per
share, in March 2024. Such increase was partially offset by a bonus issue of 150,000,000 Equity Shares to
shareholders at a par value of ₹2 per share (or ₹300.00 million in aggregate).
As at September 30, 2025, our other equity was ₹1,015.67 million.
Non-current liabilities. Our total non-current liabilities decreased to ₹1,543.86 million as at September 30, 2025,
from ₹1,610.58 million as at March 31, 2025, primarily due to a 15.97% decrease in non-current borrowings to
₹830.95 million as at September 30, 2025, from ₹988.87 million as at March 31, 2025, on account of repayment
of term loan. Such decrease was partially offset by an 11.72% increase in lease liabilities to ₹455.98 million as at
September 30, 2025, from ₹408.15 million as at March 31, 2025, a 25.75% increase in other financial liabilities
to ₹99.43 million as at September 30, 2025, from ₹79.07 million as at March 31, 2025, and a 17.12% increase in
deferred tax liabilities (net) to ₹157.43 million as at September 30, 2025, from ₹134.42 million as at March 31,
2025.
Our total non-current liabilities increased to ₹1,610.58 million as at March 31, 2025, from ₹1,401.99 million as at
March 31, 2024, primarily as a result of a 84.64% increase in lease liabilities to ₹408.15 million as at March 31,
2025, from ₹221.05 million as at March 31, 2024, which was primarily on account of new leases taken for aircraft
and land, and a 11.41% increase in deferred tax liabilities (net) to ₹134.42 million as at March 31, 2025 from
₹120.65 million as at March 31, 2024.
524Our total non-current liabilities increased by 104.92% to ₹1,401.99 million as at March 31, 2024, from ₹684.17
million as at March 31, 2023, primarily as a result of (i) 146.59% increase in non-current borrowings to ₹980.34
million as at March 31, 2024, from ₹397.56 million as at March 31, 2023, as we availed of term loans for the
expansion of our operations at our boiler plants in Nandesari, Dahej GIDC and Panoli, (ii) a 106.16% increase in
deferred tax liabilities (net) to ₹120.65 million as at March 31, 2024, from ₹58.52 million as at March 31, 2023,
and (iii) a 21.64% increase in lease liabilities to ₹221.05 million as at March 31, 2024, from ₹181.72 million as at
March 31, 2023. In Fiscal 2024, we issued non-convertible debentures towards funding our capital expenditures,
of which ₹752.79 million (including current maturities of long-term debt) was outstanding as of March 31, 2024.
Non-current borrowings increased from March 31, 2023 to September 30, 2025 to fund our growing capital
expenditure requirements. Lease liabilities increased from March 31, 2023 to September 30, 2025 because we
have laid new pipelines and acquired certain plant and machinery to accommodate the requirements of our
expanding business.
Current liabilities. Our current liabilities increased by 17.21% to ₹2,932.29 million as at September 30, 2025,
from ₹2,501.66 million as at March 31, 2025, primarily as a result of (i) a 38.94% increase in trade payables due
to other than MSME to ₹1,043.44 million as at September 30, 2025, from ₹750.98 million as at March 31, 2025,
which was primarily on account of an increase in raw materials purchased from suppliers on credit basis during
the end of September 2025, (ii) a 6.28% increase in other current liabilities to ₹311.31 million as at September
30, 2025, from ₹292.91 million as at March 31, 2025, and (iii) a 7.61% increase in current borrowings to ₹1,335.02
million as at September 30, 2025, from ₹1,240.60 million as at March 31, 2025.
Our current liabilities increased by 40.10% to ₹2,501.66 million as at March 31, 2025, from ₹1,785.63 million as
at March 31, 2024, primarily as a result of (i) a 114.98% increase in trade payables due to other than MSME to
₹750.98 million as at March 31, 2025, from ₹349.32 million as at March 31, 2024, which was primarily on account
of an increase in the quantity of coal purchased from suppliers on credit basis in Fiscal 2025 where the same were
purchased on a cash basis in Fiscal 2024, (ii) a 106.82% increase in other current liabilities to ₹292.92 million as
at March 31, 2025, from ₹141.63 million as at March 31, 2024, which was primarily on account of an increase in
creditors for capital goods, and (iii) an 18.52% increase in current borrowings to ₹1,240.60 million as at March
31, 2025, from ₹1,046.72 million as at March 31, 2024.
Our total current liabilities increased by 46.57% to ₹1,785.63 million as at March 31, 2024, from ₹1,218.25 million
as at March 31, 2023, primarily as a result of a 58.15% increase in current borrowings to ₹1,046.72 million as at
March 31, 2024, from ₹661.85 million as at March 31, 2023, and a 65.38% increase in trade payables due to other
than MSME to ₹349.32 million as at March 31, 2024, from ₹211.22 million as at March 31, 2023, on account of
an increase in purchases of raw materials.
FINANCIAL INDEBTEDNESS
Aa at September 30, 2025, we had total borrowings of ₹2,165.97 million. The following table sets forth certain
information relating to our outstanding indebtedness as at September 30, 2025, March 31, 2025, March 31, 2024
and March 31, 2023.
Borrowings
(₹ in millions)
Non-current borrowings
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Secured
Term loans from banks 464.29 588.58 208.99 264.98
Vehicle loan from banks 8.10 7.21 4.22 9.04
Loan from NBFC 58.24 92.75 77.96 111.81
Non-Convertible Debentures 300.33 300.33 676.95 -
Total non-current secured
830.95 988.87 968.13 385.83
borrowings
Unsecured
From Banks:
Term loan from bank - - - 0.73
525From Others:
Loan from body corporate - - 12.21 11.00
Total non-current unsecured
- - 12.21 11.73
borrowings
Total non-current borrowings 830.95 988.87 980.34 397.56
(₹ in millions)
Current liabilities: Financial liabilities - Borrowings
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Secured – At Amortised cost:
Letter of Credit from Bank 324.96 374.24 326.89 210.09
Bank Overdraft 45.21 220.78 176.14 164.71
Working Capital Loans from
209.00 200.00 200.00 205.97
Banks and NBFCs
Purchase Bill Discounting 27.54 85.66 - -
Unsecured:
From Banks:
Credit Cards 63.11 19.73 3.15 4.39
From Others:
Body Corporates 233.35 - - -
Current maturities of long-term borrowings:
Secured borrowings 431.85 340.18 339.83 72.51
Unsecured borrowings - - 0.71 4.19
Total 1,335.02 1,240.60 1,046.72 661.85
* Loans repayable on demand.
Our total borrowings increased to ₹2,229.47 million as at March 31, 2025, from ₹2,027.06 million as at March
31, 2024, primarily due to an increase in term loans availed during Fiscal 2025. Our total borrowings increased to
₹2,027.06 million as at March 31, 2024, from ₹1,059.41 million as at March 31, 2023, primarily due to the
issuance of non-convertible debentures in Fiscal 2024, which had an outstanding amount of ₹752.79 million
(including current maturities of long-term debt) as at March 31, 2024.
Our total borrowings decreased to ₹2,165.97 million as at September 30, 2025, from ₹2,229.47 million as at March
31, 2025, primarily due to net repayment of in term loans availed. See “Financial Indebtedness” for a description
of broad terms of our indebtedness on page 537.
Total Equity. Due to the increase in our revenue and net profit for the reasons discussed above and the equity
financing completed in March 2025 as described above, our total equity increased to ₹1,324.45 million as at March
31, 2025, from ₹1035.45 million as at March 31, 2024. As at September 30, 2025, our total equity was ₹1,467.62
million.
Liquidity and Capital Resources
Capital Requirements
Our principal capital requirements are for capital expenditure, working capital and payment of principal and
interest on our borrowings. Our principal source of funding has been and is expected to continue to be, cash
generated from our operations, supplemented by borrowings from banks and financial institutions. For the six-
month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, we met our funding
requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital
requirements, payouts to shareholders and other cash outlays, principally with funds generated from operations,
proceeds from the issuance of non-convertible debentures, and optimization of operating working capital, with
the balance met from borrowings from banks.
Liquidity
Historically, our primary liquidity and capital requirements have been to finance our working capital needs for
our operations. capital expenditures for the building and maintenance of our operating facilities, the purchase of
526plant, equipment and machinery, and the repayment of borrowings and debt service obligations. We have met
these requirements through cash flows from operations, short- and long-term borrowings from banks, overdraft
facilities that are repayable on demand, cash and cash equivalents and equity. We have also entered into various
revolving credit and other working capital facilities, which provides sufficient liquidity for our present
requirements.
As at September 30, 2025, we had ₹9.10 million in cash and cash equivalents, ₹66.45 million in other bank
balances, ₹276.76 million in other current assets, and ₹414.88 million in trade receivables (current). We believe
that, after taking into account the expected cash to be generated from operations, we will have sufficient liquidity
for our present requirements and anticipated requirements for capital expenditure and working capital for 12
months following the date of this UDRHP-I.
Cash Flows
The following table summarizes our cash flows for the six-month period ended September 30, 2025, Fiscal 2025,
Fiscal 2024 and Fiscal 2023, as per the Restated Financial Information:
(₹ in millions)
For the six For the fiscal year ended March 31,
months ended
Particulars
September 30, 2025 2024 2023
2025
Net cash flows generated from operating
725.71 1,070.98 210.16 463.90
activities
Net cash used in investing activities (623.11) (1,229.94) (1,259.08) (896.28)
Net cash (used in)/flows from financing activities 60.29 123.47 1,037.23 367.67
Net (decrease)/ increase in cash and cash
162.89 (35.49) (11.70) (64.71)
equivalents
Cash and cash equivalents at the beginning of the
(199.00) (163.51) (151.81) (87.11)
period/year
Cash and cash equivalents at the end of the
(36.11) (199.00) (163.51) (151.81)
period/year
Cash flows from operating activities
Net cash generated from operating activities was ₹725.71 million in the six-month period ended September 30,
2025. While our profit after extraordinary items and before tax for the period was ₹167.94 million, we had
operating profit before working capital changes of ₹360.96 million, which was primarily due to non-cash
adjustments for depreciation & amortization expense of ₹70.38 million and financial charges other than interest
on lease liability of ₹89.75 million. Our working capital adjustments for the six-month period ended September
30, 2025 primarily consisted of increases in trade payables & other liabilities of ₹291.65 million and in other
current liabilities of ₹20.27 million and a decrease in inventories of ₹151.86 million, which were partially offset
by an increase in trade and other receivables of ₹(112.41) million and a decrease in provisions of ₹(0.50) million.
Net cash generated from operating activities was ₹1,070.98 million in Fiscal 2025. While our profit after
extraordinary items and before tax for the year was ₹389.65 million, we had operating profit before working
capital changes of ₹721.91 million, which was primarily due to non-cash adjustments for financial charges other
than interest on lease liability of ₹184.40 million and depreciation & amortization expense of ₹107.78 million.
Our working capital adjustments for Fiscal 2025 primarily consisted of increases in trade payables & other
liabilities of ₹416.12 million and in other current liabilities of ₹104.50 million, which were partially offset by an
increase in trade and other receivables of ₹(77.09) million and a decrease in provisions of ₹(90.12) million.
Net cash generated from operating activities was ₹210.16 million in Fiscal 2024. While our profit after
extraordinary items and before tax for the year was ₹433.04 million, we had operating profit before working
capital changes of ₹711.61 million, which was primarily due to non-cash adjustments for finance costs of ₹159.99
million and depreciation & amortization expense of ₹78.70 million. Our working capital adjustments for Fiscal
2024 primarily consisted of increases in inventories of ₹(379.09) million and in other current assets of ₹120.18
million and a decrease in provisions of ₹109.06 million, which were partially offset by an increase in trade
payables & other liabilities of ₹148.92 million.
Net cash generated from operating activities was ₹463.90 million for Fiscal 2023. While our profit after
extraordinary items and before tax was ₹441.99 million, we had operating profit before working capital changes
527of ₹587.27 million, which was primarily due to non-cash adjustments for finance costs of ₹73.66 million and
depreciation & amortization expense of ₹55.16 million. Our working capital adjustments for Fiscal 2023 primarily
consisted of decreases in trade payables and other liabilities of ₹(75.24) million and in provisions of ₹(17.86)
million and increases in inventories of ₹(56.06) million and trade and other receivables of ₹(22.47) million, which
were partially offset by an increase in other current liabilities of ₹63.91 million.
Cash flows utilized in investing activities
Net cash utilized in investing activities was ₹623.11 million for the six-month period ended September 30, 2025,
primarily due to purchases of fixed assets, including intangible assets, CWIP and capital advances, consisting of
plant and machinery, building, office equipment, furniture, software, capital work-in-progress and advances to
vendors for capital assets, including a pipeline for distribution of steam and its related right-of-use assets in the
amount of ₹493.67 million and purchases of right of use of assets of ₹98.33 million, which were partially offset
by an increase in deposits accepted from customers ₹20.36 million and the maturity of fixed deposits with
remaining maturity of less than 12 months in the amount of ₹11.44 million.
Net cash utilized in investing activities was ₹1,229.94 million for Fiscal 2025, primarily due to purchases of fixed
assets, consisting of plant and machinery, building, office equipment, furniture, software, capital work-in-progress
and advances to vendors for capital assets, and land in the amount of ₹1,055.36 million, purchases of right of use
of assets of ₹399.77 million investments in fixed deposits with remaining maturity of more than 12 months in the
amount of ₹35.65 million, which were partially offset by profit from sale of assets of ₹57.85 million, maturity of
fixed deposits with remaining maturity of less than 12 months in the amount of ₹129.85 million and decrease in
other non current assets of ₹94.02 million.
Net cash utilized in investing activities was ₹1,259.08 million for Fiscal 2024, primarily due to purchases of fixed
assets, consisting of plant and machinery, building, office equipment, furniture, software, capital work-in-progress
and advances to vendors for capital assets, and land in the amount of ₹850.52 million, investments in fixed deposits
with remaining maturity of less than 12 months in the amount of ₹170.77 million, an increase in other non-current
assets of ₹(136.35) million and purchases of right of use of assets of ₹151.47 million, which were partially offset
by the maturity of fixed deposits with remaining maturity of more than 12 months in the amount of ₹31.51
million.
Net cash utilized in investing activities was ₹896.28 million for Fiscal 2023, primarily due to purchases of fixed
assets, consisting of plant and machinery, building, office equipment, furniture, software, capital work-in-progress
and advances to vendors for capital assets in the amount of ₹722.92 million, purchases of right of use of assets of
₹96.81 million, an increase in other non-current assets of ₹(84.51) million and investments in fixed deposits with
remaining maturity of more than 12 months in the amount of ₹34.41 million.
Cash flows from financing activities
Net cash generated from financing activities was ₹60.29 million in the six-month period ended September 30,
2025, primarily due to the receipt of proceeds of other borrowings (net) of ₹269.99 million and payment of lease
liabilities of ₹58.65 million, which were partially offset by financial charges other than interest on lease liability
of ₹89.75 million, interest on lease liability of ₹20.68 million, and repayment of non-current borrowings of
₹157.92 million.
Net cash generated from financing activities was ₹123.47 million for Fiscal 2025, primarily due to net proceeds
of lease liabilities of ₹215.10 million and proceeds of other borrowings (net) of ₹149.24 million, which were
partially offset by financial charges other than interest on lease liability of ₹184.41 million and interest on lease
liability of ₹37.39 million.
Net cash generated from financing activities was ₹1,037.23 million for Fiscal 2024, due to the receipt of proceeds
of non-current borrowings of ₹582.78 million, proceeds of other borrowings (net) of ₹373.44 million and proceeds
of issuance of equity share capital of ₹195.35 million, which were partially offset by finance costs of ₹186.78
million.
Net cash generated from financing activities was ₹367.67 million for Fiscal 2023, due to the receipt of proceeds
of non-current borrowings of ₹270.09 million and proceeds of other borrowings (net) of ₹161.98 million, which
were partially offset by finance costs of ₹87.66 million.
528Capital Commitments
The following table summarizes our capital commitments as at September 30, 2025, March 31, 2025, March 31,
2024 and March 31, 2023, as per the Restated Financial Information:
(₹ in millions)
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Estimated amount of contracts
remaining to be executed for
916.00 1,050.00 1,308.00 1,440.00
purchase of property, plant &
equipments and not provided for
Total 916.00 1,050.00 1,308.00 1,440.00
Lease Liabilities
We enter into agreements for leasing of land and office premises (including our registered and corporate office,
communications office and land on which certain of our projects are located. For more information on leases for
our land and office premises, see “Our Business – Properties” on page 317.
The following table sets forth a summary of our lease liabilities as at September 30, 2025, March 31, 2025, March
31, 2024 and March 31, 2023, as per the Restated Financial Information, broken down by current and non-current:
(₹ in millions)
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Current 88.04 77.22 49.22 16.12
Non-current 455.98 408.15 221.05 181.72
Total 544.02 485.37 270.28 197.84
Capital Expenditure
Capital expenditures consist primarily of investments in our office and manufacturing facilities at our projects and
purchases of furniture and fixtures, office equipment, and motor vehicles. We have made and intend to continue
making investments to expand our operating capacity at our new projects as part of our growth efforts. We also
make investments in our fleet of trucks, equipment and machines to add new, and upgrade and modernize, our
equipment and machinery. Capital expenditure will vary from year to year depending upon a number of factors,
including the need to add or replace equipment and the timing of certain projects.
The following table summarizes our capital expenditure for the six-month period ended September 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(₹ in millions)
Six months
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30
31, 2025
Property, plant & equipment
Land - 0.53 19.77 21.96
Buildings 14.84 14.92 21.65 26.80
Boiler 263.32 93.75 202.36 499.32
Pipeline 91.85 308.42 265.36 75.63
Plant & Machinery 36.40 91.25 107.76 81.12
Office Equipment 0.98 4.91 5.56 1.95
Computer and Peripherals 0.86 1.75 0.93 1.91
Furniture and Fixtures 0.27 2.04 1.48 0.99
Vehicle 0.32 8.58 0.08 10.45
Electric Installations 2.53 9.75 17.37 17.25
Total Capital Expenditure 411.37 535.89 642.34 737.38
Right of use assets 98.33 399.81 150.64 96.81
529Six months
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30
31, 2025
Intangible assets 0.98 1.89 3.55 2.43
Contingent Liabilities
The following table sets forth certain information relating to our contingent liabilities and claims against us, to
the extent not provided for, as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, as
per the Restated Financial Information:
(₹ in millions)
As at
As at As at As at
Particulars September 30,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Contingent liability:
- GST - 0.37 - -
- Litigations under income tax 0.01 0.01 0.32 -
- Order of Superintendent of Stamps 35.77 8.68 - -
- Bank Guarantee 72.47 67.57 44.04 43.00
Total Contingent Liabilities 108.25 76.62 44.36 43.00
For details, see “Financial Statements – Notes forming part of the Restated Financial Statements – Note 28 –
Contingent Liabilities and Capital Commitments” on page 451.
Contractual Obligations and Commitments
The following table sets forth certain information relating to future payments due under known contractual
commitments as of September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, aggregated by
type of contractual obligation:
(₹ in millions)
Particulars Carrying amount Within 12 months After 12 months
As at September 30, 2025
Financial Liabilities
Borrowings 2,165.97 1,335.02 830.95
Lease Liability 544.02 88.04 455.98
Trade Payables 1,072.01 1,072.01
Other Financial Liabilities 135.35 35.86 99.49
Total non-derivative liabilities 3,917.35 2,530.92 1,386.43
As at March 31, 2025
Financial Liabilities
Borrowings 2,229.47 1,240.60 988.87
Lease Liability 485.37 77.22 408.15
Trade Payables 780.36 780.36
Other Financial Liabilities 113.27 34.13 79.13
Total non-derivative liabilities 3,608.46 2,132.31 1,476.16
As at March 31, 2024
Financial Liabilities
Borrowings 2,027.06 1,046.72 980.34
Lease Liability 270.28 49.22 221.05
Trade Payables 364.81 364.81
Other Financial Liabilities 160.18 80.98 79.20
Total non-derivative liabilities 2,822.33 1,541.74 1,280.59
As at March 31, 2023
Financial Liabilities
Borrowings 1,059.41 661.85 397.56
Lease Liability 197.84 16.12 181.72
Trade Payables 217.15 217.15
Other Financial Liabilities 121.84 77.21 44.63
Total non-derivative liabilities 1,596.25 972.33 623.91
530Off-Balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our
related party transactions, see “Related Party Transactions” on page 535.
Quantitative and Qualitative Analysis of Market Risks
The Group’s business activities are exposed to a variety of financial risks, namely market risk, liquidity risk, credit
risk and commodity risk. The Group’s senior management has the overall responsibility for establishing and
governing the Group’s risk management framework and policies. The Group’s risk management policies are
established to identify and analyse the risks faced by the Group, to set and monitor appropriate risk limits and
controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly.
The key risks and mitigating actions are also placed before the board of directors of the Group.
Liquidity Risk
Liquidity risk refers to insufficiency of funds to meet the financial obligations. Liquidity risk management implies
maintenance of sufficient cash and the availability of funding through an adequate amount of committed credit
lines to meet obligations when due.
The Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods is given
above in the sub-section, “ – Contractual Obligations and Commitments”. The tables have been drawn up based
on the undiscounted cash flows of financial liabilities based on the earliest date on which our Company can be
required to pay. The contractual maturity is based on the earliest date on which our Company may be required to
pay.
Credit risk
The concentration of credit risk is very limited due to the fact that the customer base is large and widely dispersed
and secured with security deposit. Credit risk is the risk of financial loss to the Group if a customer or counterparty
to a financial instrument fails to meet its contractual obligations, and arises principally from our Company’s
receivables from customers. The Group’s exposure to credit risk is influenced mainly by the individual
characteristics of each customer. The Group is dependent on the domestic market for its business and revenues.
However, management also considers the factors that may influence the credit risk of its customer base, including
the default risk associated with the industry and country in which customers operate. Exposures to credit risk the
Group is exposed to the counterparty credit risk arising from the possibility that counterparties might fail to
comply with contractual obligations. This exposure may arise with regard to unsettled amount. The Group’s credit
policies and practices with respect to distribution areas are designed to limit credit exposure by collecting security
deposits prior to providing utility services or after utility service has commenced according to applicable
regulatory requirements.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Group grants credit terms in the normal course of business. On account
of adoption of Ind AS 109, the Group uses expected credit loss model to assess impairment loss or gain. The
Group uses a matrix to compute the expected credit loss allowance for trade receivables. The provision matrix
takes into account available external and internal credit risk factors and the Group’s historical experience for
customers:
• The Group has not made any provision on expected credit loss on trade receivables and other financials
assets, based on the management estimates.
• Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks
and financial institutions with high credit ratings assigned by domestic credit rating agencies.
Market Risk
531Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk includes currency risk, interest rate risk and other price risk, such as
commodity price risk. Financial instruments affected by market risk include trade receivables and trade payables.
The objective of market risk management is to manage and control market risk exposures within acceptable
parameters while optimizing the return.
Currency risk
The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect
to the USD foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the company’s functional currency. The risk is measured through a forecast
of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the
cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis.
Currency risks related to the principal amounts of the Group’s foreign currency receivable/ payables have not
been hedged using forward contracts.
(₹ in millions)
September 30,
March 31, 2025 March 31, 2024 March 31, 2023
Particulars 2025
USD USD USD USD
Financial Instruments
Trade payables - - - -
Net financial position
- - - -
exposure
Interest risk
The Group has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based
Lending Rate (MCLR). A fall in the discount rate which is linked to the Government Security Rate will increase
the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark
to market value of the assets depending on the duration of asset.
(₹ in millions)
As at September As at March 31, As at March 31, As at March 31,
30, 2025 2025 2024 2023
Fixed Rate
12.64 15.14 9.64 44.03
Borrowings(#)
Variable Rate
2,153.33 2,214.34 469.30 596.41
Borrowings
(#) This borrowing does not include the borrowing from related parties.
The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings.
For this it is assumed that the amount of the floating rate liability outstanding at the end of the reporting period
was outstanding for the whole year. If interest rates had been 100 basis points higher or lower, other variables
being held constant, following is the impact on profit before tax:
(₹ in millions)
Impact on Profit Before Tax
As at September 30, As at March 31, As at March 31, As at March 31,
2025 2025 2024 2023
Increase by 100
(21.53) (22.14) (4.69) (5.96)
basis points
Decrease by 100
21.53 22.14 4.69 5.96
basis points
Commodity risk
The commodity exposure is mainly on account of Coal, a substantial part of which is a pass through cost and
hence the commodity price exposure is not likely to have a material financial impact on the Group.
The Group has exposure to USD / INR exchange rate arising principally on account of import of coal. The Group
does not follow a policy of hedging for such exposures and actual rupee costs of import of coal are substantially
532passed on to the consumers, because of which such commodity price exposure is not likely to have a material
financial impact on the Group.
Reservations, Qualifications and Adverse Remarks Included in Financial Statements
There have been no reservations or qualifications or adverse remarks of, or matters of emphasis highlighted by,
our Statutory Auditors in their examination report on the Restated Financial Information, except as disclosed
below:
Fiscal Paragraph
Emphasis of Matters Paragraphs
Year/Period No
The auditor’s report issued by us dated December 1, 2025 on the Special Purpose Interim
Financial Statements of the Company as at and for the period ended September 30, 2025
included the following Emphasis of Matter paragraph, which has been reproduced below.
We draw attention to Note 1 (1) of Special Purpose Consolidated Interim Financial
Statements which describes the purpose and basis of preparation of Special Purpose
Consolidated Interim Financial Statements and non-inclusion of comparative amounts for
six month period ended September 30, 2024 and accounting ratio for the six months period
ended September 30, 2024. These Special Purpose Consolidated Interim Financial
Statements are prepared by the management and approved by the Board of Directors of the
Company solely for the purpose of preparation of Restated Summary Statements of the
Company to be included in Updated Draft Red Herring Prospectus – I (“UDRHP-I”),
Six months ended
Updated Draft Red Herring Prospectus – II (“UDRHP-II”), Red Herring Prospectus
September 30, 7
(“RHP”) and Prospectus (collectively referred to as “Offer Documents”) in connection with
2025
its prop osed initial public offering of equity shares of the Company as required by Sub
section (1) of Section 26 of Part I of Chapter Ill of the Act, Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
from time to time ("SEBI ICDR Regulations") and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) ("the Guidance Note") Issued by the ICAI. As a
result the Special Purpose Interim Financial Statements may not be suitable for any other
purpose. Our report is addressed to the Board of Directors of the Company solely for the
purpose as specified above and should not be distributed to or used by other parties.
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. Our Opinion is not modified in respect of the
above matters.
Unusual or Infrequent Events or Transactions
Except as described in this UDRHP-I, there have been no other events or transactions, including unusual trends
on account of business activity, unusual items of income, change of accounting policies and discretionary
reduction of expenses etc., that, to our knowledge, may be described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “Principal Factors Affecting our Results of Operations” above and the
uncertainties described in “Risk Factors” on page 34. To our knowledge, except as disclosed in this UDRHP-I,
there are no known trends or uncertainties that have had, or are expected to have, a material impact on our business
or results of operations.
Future Relationship between Cost and Revenue
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 34, 284 and 480, respectively, to the knowledge of our
management, there are no known factors that may adversely affect our business prospects, results of operations
and financial condition.
New Products or Business Segments
533Other than as disclosed in this section and in “Our Business” on page 284, as on the date of the UDRHP-I, there
are no new products or business segments that have had or are expected to have a material impact on our business
prospects, results of operations or financial condition.
Significant Dependence on Single or Few Customers
In the six months ended September 30, 2025, and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, our largest customer
contributed to 23.65%, 16.60%, 10.77% and 14.88%, respectively, of revenue from operations, our top three
customers contributed to 34.80%, 28.29%, 28.59% and 34.30%, respectively, of revenue from operations, and our
top 10 customers contributed to 52.83%, 53.95%, 59.79% and 63.76%, respectively, of revenue from operations.
See “–Significant Factors Affecting Results of Operations – Customer concentration” in this section and “Risk
Factors – Our top ten customers contributed 52.83% of our revenue from operations in the six months period
ended September 30, 2025 and 53.95% of our revenue from operations in Fiscal 2025. We also derive a significant
portion 96.64% in the six months ended September 30, 2025 and 88.01% in Fiscal 2025) of our revenue from
operations from repeat orders. Loss of any of these customers or a reduction in purchases or repeat orders by
any of them could adversely affect our business, results of operations, cash flows and financial condition.” on
pages 484 and 35, respectively.
Seasonality of Business
Our business is not seasonal in nature.
Competitive Conditions
While we are currently the primary steam producing and supplying company in India, we may face significant
competition from other Indian steam and industrial gas producing companies in the future who will compete for
the same customers. Please refer to “Our Business”, “Industry Overview”, “Risk Factors” and “– Significant
Factors Affecting our Results of Operations” above on pages 284, 210, 34 and 483, respectively, for further
information on our industry and competition.
Significant developments subsequent to September 30, 2025
Except as set out in this UDRHP-I, since the date of the last financial statement as disclosed in this UDRHP-I,
there are no developments which have taken place that materially or adversely affect or is likely to affect the
business, revenue or the profitability of the Company or the value of its assets or its ability to pay its liabilities in
the next 12 months.
534RELATED PARTY TRANSACTIONS
For further details of the related party transactions, as per the requirements under applicable Accounting
Standards, i.e., Ind AS 24 ‘Related Party Transactions’ read with SEBI ICDR Regulations for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023 and for the six months period ended September 30,
2025 as reported in the Restated Financial Information, see “Financial Statements” beginning on page 372.
535CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at September 30, 2025, on the basis of amounts
derived from our Restated Financial Information, and as adjusted for the Issue. This table should be read in
conjunction with the sections titled “Risk Factors”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, beginning on pages 34, 372 and 480, respectively.
(₹ in million)
Pre-Offer (as at September 30,
Particulars** Post Offer*
2025)
Debt
Current borrowings (A) 940.22 [●]
Non-current borrowings (including 1,225.75 [●]
current maturities) (B)
Total borrowings (C=A+B) 2,165.97 [●]
Equity
Equity share capital (D) 451.95 [●]
Other equity (E) 1,015.67 [●]
Total Equity (F= D+E) 1,467.62 [●]
Total Capital (G= C+F) 3,633.59 [●]
Total non-current borrowings 0.84 [●]
/Total equity (B/F)
Total borrowings/Total equity (C/F) 1.48 [●]
Notes: The corresponding post Issue capitalization data for each of the amounts given in the above table is not determinable at this stage
pending completion of the book building process and therefore has not been provided in the above statement.
*Post-Offer capitalisation will be determined after finalization of the Offer.
** These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
536FINANCIAL INDEBTEDNESS
We have availed of loans and financing facilities in the ordinary course of business. For undertaking necessary
activities in relation to the Offer, we have obtained the necessary consents from, and provided intimations to, the
requisite lenders in terms of the relevant documentation governing their borrowings.
As on September 30, 2025, we had outstanding borrowings of ₹ 2,165.97 million.
A brief summary of our financial indebtedness as of September 30, 2025 is set out below:
(₹ in million)
Particulars Sanctioned amount Amount outstanding as on September
30, 2025*
Secured Borrowings
Fund based borrowings
Working capital facilities 259.20 54.21
Working capital loan 200.00 200.00
Term loan 1,558.70 910.44
Non-Convertible Debentures 1,700.00 300.33
Vehicle loans 24.53 14.98
Bill discounting 30.00 27.54
Total fund based borrowings (A) 3,772.43 1,507.50
Non-fund based borrowings
Letter of credit 410.00 324.96
Bank guarantee 423.01 -
Total non-fund based borrowings (B) 833.01 324.96
Total secured borrowings (A+B=C) 4,605.44 1,832.46
Unsecured Borrowings
Working capital loan - 233.35**
Non- FD backed credit card 63.50 63.11
Secured Fixed Deposit - overdraft - -
Overdraft against securities -
Purchase financing 55.00 37.05
Channel finance - -
100% fixed deposit backed bank -
guarantee
Letter of credit -
Bill discounting# - -
Total unsecured borrowings 118.50 333.51
Total borrowings 4,723.94 2,165.97
*As per the books of accounts of the Company.
** Includes intercompany loans from Sanjoo Dyeing & Printing Mills Private Limited and Sanjoo Prints Private Limited
As certified by Natvarlal Vepari & Co, Chartered Accountants by their certificate dated December 8, 2025.
There have been no instances of defaults or over-dues against banks or financial institutions by the Company, nor
have any penalties been imposed in relation to borrowings availed from banks or other financial institutions by
the Company.
Principal terms of the borrowings availed by our Company are disclosed below:
1. Tenor and interest rate: The tenor of the secured and unsecured term loan facilities from bank and non
banking finance company ranges from 12 months to 96 months. While in case of working capital facilities,
tenor ranges from 0 to 12 months. The interest rates are typically linked to benchmark rates varying from
0.55% p.a. to 16.08% p.a. such as the repo rate prescribed by the RBI, treasury bill rate Oxyzo Base Lending
Rate (“OBLR”), Axis Finance Reference Rate and marginal cost of funds-based lending rate (“MCLR”) of
the specific lender plus a spread per annum is charged above these benchmark rates.
5372. Security: In terms of the Company’s borrowings where security needs to be created, the Company is typically
required to create security by way of charge on existing or future fixed assets. Further, security needs to be
created by way of charge on existing or future fixed current assets.
3. Repayment: The facilities are typically repayable from the date of first reimbursement till maturity, generally
in monthly or quarterly instalments as per the repayment schedule stipulated in the relevant loan
documentation or as bullet repayments or are repayable on demand.
4. Prepayment: Certain loans availed by the Company have prepayment provisions which allows for
prepayment of the outstanding loan amount, with prior intimation as applicable and sometimes carry a pre-
payment penalty up to 4% on the pre-paid amount or on the outstanding amount subject to terms and
conditions stipulated under the loan documents.
5. Restrictive Covenants: As per the terms of the loan documentation, certain corporate actions for which the
Company requires prior written consent and/or intimation of the lenders include:
a) implement any scheme of expansion/diversification/modernization other than intended capital
expenditure;
b) effecting any change in shareholding, control, ownership, management, directorship of the
Company;
c) effect any change in the Company's capital structure;
d) taking any loan in the company or its group companies secured against common collateral;
6. Events of Default: The borrowing arrangements prescribe the following events of default, including among
others:
a) Failure and inability to pay amounts on the due date;
b) The shareholding of the promoter(s) gets diluted below level at which loan was sanctioned;
c) The Security or any part thereof being jeopardized or becoming unenforceable;
d) Occurrence of material adverse change or circumstances which would or may prejudicially or adversely
affect in any manner the capacity of the Borrower with respect to repayment of Facility;
e) Cross default under other financing arrangements entered with the lenders;
f) Bankruptcy, insolvency or any such event;
g) Material adverse effect;
h) Cessation or change in nature of its business or revocation of any material operating license by any
regulatory authority;
i) Restructuring of any facilities availed by the Borrower;
j) In case of downgrade in rating by “TWO” notches by any credit rating agency;
k) Breach in financial covenants;
l) Material misrepresentation;
m) Breach of security arrangement; and
n) Failure to create and maintain/replenish financial reserves.
7. Consequences of occurrence of events of default: The borrowing arrangements prescribe the following
consequences of occurrence of events of default, including among others:
a) Withdrawal or termination of the sanctioned facilities;
b) Seek immediate repayments of all or part of the outstanding amounts under the respective facilities;
c) Appoint a nominee director to the board of the Company;
d) Vary/reset the interest rate of upwards; and
e) Enforce the security over the hypothecated/ mortgaged assets.
538The above-mentioned list is indicative and there may be additional consequences on the occurrence of an event
of default under the various borrowing arrangements entered into by our Company. For further details of financial
and other covenants required to be complied with in relation to our borrowings, see “Risk Factors – We have
incurred indebtedness, and an inability to comply with repayment and other covenants in our financing
agreements could adversely affect our business and financial condition” on page 64.
539SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, as on the date of this Updated Draft Red Herring Prospectus-I, there are no
outstanding (i) criminal proceedings (including matters which are at FIR stage even if no cognizance has been
taken by any court or any other judicial authority) (ii) actions (including all penalties and show cause notices)
taken by regulatory or statutory authorities (including any judicial, quasi-judicial, administrative or enforcement
authorities); (iii) claims related to any direct or indirect taxes in a consolidated manner; (iv) other pending
litigation as determined to be material by our Board as per the Materiality Policy, in each case involving our
Company, our Subsidiary, our Promoters or our Directors (“Relevant Parties”); (v) litigations involving our
Group Companies which have a material impact on our Company; and vi) disciplinary actions (including a
penalty) imposed by SEBI or any of the stock exchanges against our Promoters in the five financial years
preceding this Updated Draft Red Herring Prospectus-I, including any outstanding action.
For the purposes of (iv) above, in terms of the Materiality Policy adopted by our Board on June 17, 2025:
A. Any pending litigation / arbitration proceedings (other than litigations mentioned in points 1 (a) to (c) above)
involving any of the Relevant Parties shall be considered “material” for the purposes of disclosure in the
Offer Documents, if:
(i) Monetary threshold: the aggregate monetary claim/ dispute amount made by or against the Relevant
Parties, in any such pending litigation/ arbitration proceeding exceeds the lower of the following:
(a) two percent of turnover, as per the last annual Restated Financial Information of our Company;
or
(b) two percent of net worth, as per the last annual Restated Financial Information of our Company,
except in case the arithmetic value of the net worth is negative; or
(c) five percent of the average of absolute value of profit or loss after tax, as per the last annual
restated consolidated financial statements for the last three fiscals of the Company.
For the purpose of clause (c) above, it is clarified that the average of absolute value of profit or loss
after tax is to be calculated by disregarding the ‘sign’ (positive or negative) that denotes such value.
(ii) Subjective threshold: any monetary liability is not quantifiable or does not fulfil the threshold as
specified in paragraphs A(i) above, as applicable, but the outcome of which could, nonetheless, directly
or indirectly, or together with similar other proceedings, have a material adverse effect on the business,
operations, results of operations, prospects, performance, cash flows, financial position or reputation
of our Company.
(iii) Tax matters: in the event any tax matters involve an amount exceeding the monetary threshold
proposed in (i) above, in relation to the Relevant Parties, individual disclosures of such tax matters
will be included.
For determining the threshold as per (i) above, 2% of turnover, as per the Restated Financial Information for
Fiscal 2025 is ₹ 79.02 million, 2% of net worth, as per the Restated Financial Information for Fiscal 2025 is ₹
26.20 million and 5% of the average of absolute value of profit or loss after tax, as per the Restated Financial
Information for the last three Fiscals is ₹ 15.29 million. Accordingly, ₹ 15.29 million has been considered as the
materiality threshold for the purpose of (i) above.
Further, except as disclosed below there are no outstanding, (i) criminal proceedings; and (ii) actions by
regulatory authorities and statutory authorities, against any Key Managerial Personnel and Senior Management
of our Company.
Further, pre-litigation notices received by the Relevant Parties, Key Managerial Personnel and Senior
Management from third parties (excluding those notices issued by statutory/regulatory/tax/judicial/quasi-
judicial/administrative authorities or notices threatening criminal action or first information reports) shall, unless
otherwise decided by the Board, not be considered as material litigation, until such time that such Relevant Party,
540Key Managerial Personnel and Senior Management are impleaded as a defendant or respondent in any proceedings
before any judicial/ quasi-judicial arbitral forum.
Further in terms of materiality policy, a creditor of the Company, shall be considered to be a material creditor, if
amounts due to such creditor is equal to, or in excess of, 5% of the total trade payables on a consolidated basis
of our Company as at the end of the latest financial period included in the Restated Financial Information. For
outstanding dues to micro, small or medium enterprises (“MSME”) and other creditors, the disclosure will be
based on information available with our Company regarding the status of creditors as MSME as defined under
Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006.
Unless stated to the contrary, the information provided below is as of the date of this Updated Draft Red Herring
Prospectus-I . All terms defined herein in a particular litigation disclosure pertain to that litigation only.
I. Litigation involving our Company
A. Litigations against our Company
(i) Actions by statutory or regulatory authorities
1. A show cause notice dated May 15, 2025 (“SCN”) was issued by the Gujarat Pollution Control Board
(“GPCB”) against our Company for certain violations under the Water (Prevention and Control of
Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Hazardous Waste
(Management, Handling and Transboundary Movement) Rules 2008. These violations included
haphazard storage of plastic waste, leakages in exhaust waste, non-operational screw conveyor system,
etc. Our Company has replied to the SCN by way of our letter dated May 19, 2025. Further, an inspection
was conducted by officials of the GPCB at our Company’s Vapi facility on June 25, 2025. During the
inspection, the GPCB officers made certain observations and directed our Company to undertake specific
compliance measures. Our Company has submitted a detailed compliance report to the GPCB addressing
all observations made on June 25, 2025 in our reply dated July 8, 2025. No further communication by
GPCB, has been received in this regard.
2. A stamp duty assessment order dated October 15, 2025 (“Order”) was issued to our Company by the
Collector and Additional Superintendent of Stamps, Gujarat State, Gandhinagar (“Authority”) in
relation to a scheme of amalgamation under section 233 of the Companies Act, 2013 involving Nandesari
Eco Energy Limited, Sarigam Eco Energy Limited and Vapi Eco Energy Limited as transferor companies
and the Company as transferee, which was approved by the regional director on August 5, 2022. By the
Order, the Authority determined market values of the immovable properties transferred and levied stamp
duty of ₹3.80 million including capital work in progress together with penalty of ₹4.45 million,
aggregating ₹8.25 million, including nominal duty and penalty of ₹651 in respect of Nandesari Eco
Energy Limited and amounts aggregating ₹2.44 million and ₹5.81 million in respect of Sarigam Eco
Energy Limited and Vapi Eco Energy Limited, respectively. The Order directs payment within 90 days
from the date thereof, failing which interest at 12% per annum would apply, having deposited 25% of
the assessed duty. Our Company will file an appeal against the order within 90 days from the date of
order before the Chief Controller Revenue Authority under section 53(1) of the Gujarat Stamp Act, 1958.
The matter is currently pending.
3. A stamp duty assessment order dated October 15, 2025 (“ Order ”) was issued to our Company by the
Collector and Additional Superintendent of Stamps, Gujarat State, Gandhinagar (“Authority”) in
relation to a scheme of amalgamation under section 233 of the Companies Act, 2013 involving Nandesari
Eco Energy Limited, Sarigam Eco Energy Limited and Vapi Eco Energy Limited as transferor companies
and the Company as transferee, which was approved by the regional director on August 5, 2022. By the
Order, the Authority determined market values of certain GIDC leasehold properties at Vapi GIDC (Plot
No. 1801/1), Sarigam GIDC (Plot No. 2801), and Nandesari GIDC (Plot No. 128/3), and levied total
stamp duty of ₹4.41 million together with penalty of ₹23.11 million, aggregating ₹27.52 million. The
Order directs payment within 90 days from the date thereof, failing which interest at 12% per annum
would apply, having deposited 25% of the stamp duty due. Our Company will file an appeal against the
order before the Chief Controller Revenue Authority under section 53(1) of the Gujarat Stamp Act, 1958.
The matter is currently pending.
541(ii) Other material pending litigation
1. A provisional assessment bill dated June 21, 2023 amounting to ₹10.59 million (“Bill”) was issued to
our Company by Dakshin Gujarat Vij Company Limited (“DGVCL”). Our Company filed an appeal
dated August 17, 2023 (“Appeal”) under section 127 of the Electricity Act, 2004 before the Appellate
Authority and Chief Electrical Inspector, Gandhinagar (“Appellate Authority”), against the Bill along
with deposit of 50% of the final assessment order, i.e. ₹5.30 million. During the pendency of the
Appeal, DGVCL issued a final supplementary bill amounting to ₹11.12 million pursuant to section
127(2) of the Electricity Act, 2003 to our Company which was deposited with DGVCL by our
Company. The Appellate Authority, by way of an order dated August 6, 2024 (“Order”), set aside the
Bill and directed DGVCL to refund the amount of ₹11.12 million already paid by our Company.
Subsequently, DGVCL filed a petition dated January 1, 2025 against the Order before the High Court
of Gujarat at Ahmedabad (“High Court”). The High Court, by way of an order dated January 23, 2025
(“HC Order”) issued a notice and granted a stay in respect of refund of the amount deposited by our
Company till the next date of hearing. Aggrieved by the HC Order, our Company has filed a special
civil application dated January 28, 2025 before the High Court to vacate the interim stay granted or to
modify the HC Order to limit the stay of the amount of ₹5.30 million. The matter is currently pending.
(iii) Criminal proceedings
Nil
B. Litigations by our Company
(i) Other material pending litigation
Nil
(ii) Criminal proceedings
Our Company, through our Director, Yadav Lalankumar Dayanand, filed a first information report
dated October 18, 2023 under the sections 34, 120B, 406 and 408 of the Indian Penal Code, 1860 at the
Surat City police station against the supervisors of our Company, Rudrapratapsingh Triloknath Singh
and Bharat Patil for theft of coal imported by our Company from Indonesia, weighing total of 119.09
tonnes, worth approximately ₹900,000 (“Purchased Coal”). The Purchased Coal was scheduled to be
emptied at a designated port. However, upon inspection of the designated port, it was found that the
Purchased Coal was not available. The matter is currently pending.
II. Litigation involving our Subsidiary
(i) Criminal proceedings against our Subsidiary
Nil
(ii) Criminal proceedings by our Subsidiary
Nil
(iii) Actions by statutory or regulatory authorities
Nil
(iv) Material pending litigation against our Subsidiary
Nil
(v) Material pending litigation by our Subsidiary
Nil
542III. Litigation involving our Promoters
(i) Criminal proceedings against our Promoters
Nil
(ii) Criminal proceedings by our Promoter
Nil
(iii) Actions by statutory or regulatory authorities
Nil
(iv) Disciplinary action taken against our Promoters in the five Fiscals preceding the date of this Updated
Draft Red Herring Prospectus-I by SEBI or any stock exchange
Nil
(v) Other material pending litigation against our Promoters
Nil
(vi) Other material pending litigation by our Promoter
Nil
IV. Litigation involving our Directors
(i) Criminal proceedings against our Directors
Nil
(ii) Criminal proceedings by our Directors
Nil
(iii) Actions by statutory or regulatory authorities
Nil
(iv) Other material pending litigation against our Directors
Nil
(v) Other material pending litigation by our Directors
Nil
V. Litigation involving Key Managerial Personnel and members of Senior Management
Criminal proceedings against our Key Managerial Personnel and members of Senior Management
Nil
Criminal proceedings by our Key Managerial Personnel and members of Senior Management
Nil
543Actions by statutory or regulatory authorities
Nil
VI. Litigation involving the Group Companies
As on the date of this Updated Draft Red Herring Prospectus-I, there is no outstanding litigation
involving our Group Companies which has a material effect on our Company.
Tax proceedings
Set out herein below are details of claims relating to direct and indirect taxes involving our Company, Subsidiary,
Promoters and Directors.
Nature of cases No. of cases Total amount involved
(₹ in million)*
Litigation involving the Company
Direct tax 2 0.12
Indirect tax 1 0.37
Litigation involving the Directors
Direct tax - -
Indirect tax - -
Litigation involving our Subsidiary
Direct tax - -
Indirect tax - -
Litigation involving our Promoters
Direct tax - -
Indirect tax - -
*To the extent quantifiable.
Outstanding dues to creditors
As at September 30, 2025, we had 235 creditors to whom an aggregate outstanding amount of
₹ 1,702.01 million was due. Further, based on available information regarding the status of the creditor as a micro,
small or a medium scale enterprise as defined under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended, as of September 30, 2025, our Company owes an amount of ₹ 28.57 million
to micro, small and medium enterprises to 64 such creditors.
As per the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which
exceeds ₹53.60 million, which is 5% of the total trade payables on a consolidated basis of our Company as per
the end of the latest financial period included in the Restated Financial Information included in this Updated Draft
Red Herring Prospectus-I, i.e., September 30, 2025, shall be considered as ‘material’. As at September 30, 2025,
there are 7 material creditors to whom our Company owes an amount of ₹927.64 million. The details pertaining
to outstanding dues towards our material creditors and their names are available on the website of our Company
at https://steamhouse.in/. It is clarified that such details available on our website do not form a part of this Updated
Draft Red Herring Prospectus-I.
Details of outstanding dues owed to micro, small and medium enterprises and other creditors as at September 30,
2025 are set out below:
S. No. Type of creditor No. of creditors Amount outstanding
(in ₹ million)
1. Dues to Micro, Small and Medium Enterprises 64 28.57
2. Dues to other creditors 171 1,043.44
Total 235 1,072.01
Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 480, there have been no material developments, since the date of the last Restated Financial
544Information disclosed in this Updated Draft Red Herring Prospectus-I, any circumstances, which materially and
adversely affect, or are likely to affect our trading or profitability of our Company or the value of our assets or
our ability to pay our liabilities within the next 12 months.
545GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals issued by relevant central and state authorities under various rules and
regulations. Disclosed below is an indicative list of material and necessary approvals, licenses and registrations
obtained by our Company to undertake its businesses. In view of such approvals, licenses and registrations, our
Company can undertake its business activities, (“Material Approvals”), as currently conducted and disclosed in
this Updated Draft Red Herring Prospectus-I. Except as mentioned below, no further Material Approvals from
any governmental or regulatory authority or any other entity are required to undertake our current business
activities. Additionally, unless otherwise stated herein and in the section “Risk Factors” on page 34, these
approvals, licenses and registrations are valid as on the date of this Updated Draft Red Herring Prospectus-I.
Certain approvals, licenses and registrations may expire periodically in the ordinary course and applications for
renewal of such expired approvals are submitted in accordance with applicable requirements and procedures.
For details, see “Risk factors – We require various permits, licenses and approvals to operate our businesses,
and the failure to obtain or retain such licenses or approvals in a timely manner or at all may adversely affect
our business, results of operations, cash flows and financial condition” on page 46. For details in connection
with the regulatory and legal framework within which we operate, see “Key Regulations and Policies” on page
320.
I. Approvals in relation to the Offer
For details in relation to the approvals and authorizations in relation to the Offer, see “The Offer” and “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 93 and 553 respectively.
II. Incorporation details of our Company
1. Certificate of incorporation dated June 10, 2015, issued by the RoC under the name of ‘Ankleshwar
Eco Energy Limited’.
2. Fresh certificate of incorporation dated September 28, 2021, issued by the RoC consequent to the
change of our Company’s name from ‘Ankleshwar Eco Energy Limited’ to ‘Steamhouse India
Limited’.
3. The corporate identity number of our Company is U40300GJ2015PLC083493.
4. The ISIN of our Company’s Equity Shares is INE0FRO01022.
5. The ISIN of our Company’s NCDs is INE0FRO07011.
Our Company has entered into the following agreements with the respective Depositories and Registrar to the
Company:
1. Tripartite agreement dated December 10, 2022 amongst our Company, NSDL and the Registrar to the
Company; and
2. Tripartite agreement dated November 30, 2022 amongst our Company, CDSL and the Registrar to the
Company.
For further details, please see “History and Certain Corporate Matters” on page 327.
III. Material Approvals in relation to our business and operations
We require various approvals, licenses and registrations under regulatory bodies, central and several state-level
acts, rules and regulations to carry on our business activities and operations in India. Our Company has obtained
the following Material Approvals pertaining to their respective businesses and operations, as applicable.
1. Lease / subletting permission under Gujarat Industrial Development Act, 1962 and Gujarat Industrial
Development Rules, 1963.
2. Consent to operate and establish from the respective pollution control boards, licenses and approvals
obtained under the Water (Prevention & Control of Pollution) Act, 1974, Air (Prevention & Control
of Pollution) Act, 1981 and authorization under rule 6(2) of the Hazardous & Wastes (Management
and Transboundary Movement) Rules - 2016 framed under the Environment (Protection) Act- 1986.
3. Provisional Order under Section 9 of The Boilers Act, 1923 for Panoli.
4. Boiler Certificate under Section 9 of The Boilers Act, 1923.
5. Right of usage and approval of the plan under the Gujarat Industrial Development Rules, 1963.
5466. Factory license under the Factories Act, 1948; and
7. Registration under the Electricity Supply Act, 1948.
IV. Labour and employee related approvals in relation to our business and operations
1. Registration issued by the Employees’ Provident Fund Organisation, India bearing code number
SRBRH2004002000 under the EPF Act.
2. Registration under the Employees State Insurance Corporation Act, 1948, for the states where our
business operations are spread.
3. Registration issued under the provisions of the Gujarat Shops and Establishments (Regulation of
Employment and Condition of Service) Act, 2019 for the Registered and Corporate Office in Gujarat;
V. Tax related and other Material Approvals
1. Our PAN is AANCA6244Q issued by the Income Tax Department, Government of India.
2. Our tax deduction account number is SRTA07534C, issued by the Income Tax Department,
Government of India.
3. Our GST registration number issued by the Commercial Tax Departments, is as follow:
State GST Registration Number
Gujarat 24AANCA6244Q2Z3
Maharashtra 27AANCA6244Q1ZY
Dahej SEZ 24AANCA6244Q3Z2
4. Certificate of registration issued under the provisions of the Gujarat State Tax on Profession, Trades,
Calling and Employment Act,1976.
5. Our Import Export code is AANCA6244Q issued by Director General of Foreign Trade under the
provisions of Foreign Trade (Development and Regulation) Act, 1992.
6. Our Legal Entity Identifier is 254900DPND89CEW2C631.
VI. Material Approvals applied for but not received
As on date of this Updated Draft Red Herring Prospectus-I, except as provide below, no Material
Approvals have been applied for and are yet to be received:
1. Application dated March 25, 2025 to obtain Fire NOC for Plot 302, Ankleshwar GIDC-393 002, Gujarat
to Regional Officer, GIDC, Ankleshwar.
2. Application dated March 25, 2025 to obtain Fire NOC for Plot 1801, Dist. 1, Phase 3, GIDC, Vapi,
Gujarat 396195 to Regional Officer, GIDC, Vapi.
3. Application dated November 25, 2025 to obtain Boiler certificate for Plot 1801/P/1 Dist. 1, Phase 3,
GIDC, Vapi, Gujarat 396195 to Regional Officer, GIDC, Vapi
4. Application dated June 26, 2025 to obtain Fire NOC for Plot 510, 511 & 512 at GIDC Panoli, Gujarat
396195 to Regional Officer, GIDC, Panoli.
5. Application dated March 25, 2025 to obtain Fire NOC for Plot 128/3, Nandesari GIDC, Vadodara-to
Regional Officer, GIDC, Vadodara.
6. Application dated March 25, 2025 to obtain Fire NOC for Plot 2801, chemical zone near Arti Industries,
GIDC Sarigam, Gujarat- 396155 to Regional Officer, GIDC, Vapi.
VII. Material Approvals expired and yet to be renewed
As on date of this Updated Draft Red Herring Prospectus-I, no material approvals have expired and are
yet to be renewed.
VIII. Material Approvals required but not obtained or applied for
547As of the date of this Updated Draft Red Herring Prospectus-I, there are no material approvals required
by our Company, which have not been obtained or applied for.
IX. Intellectual Property
As on the date of this Updated Draft Red Herring Prospectus-I, our Company has registered 6 trademarks under
the Trademarks Act, 1999, including:
S. No. Application No. Description of Wordmark/logo Class Status
1. 5886774 7 Registered
2. 4757426 11 Registered
3. 5886781 37 Registered
4. 5718117 11 Registered
5. 5886717 COMMUNITY BOILER 39 Registered
6. 5886739 COMMUNITY BOILER 11 Registered
The logo under class 11 was assigned to our Company from Sanjoo Dyeing and Printing Mills Private
Limited.
By way of an assignment deed dated November 14, 2022 in relation to the steam manufactured by our Company
at the factory located at Plot No. 8108/1, Sachin GIDC Estate, Sachin, Surat 394 230, Gujarat, India. For details,
see “History and Certain Corporate Matters – Other Agreements” and “Our Business – Intellectual Property” on
pages 341 and 316. In addition to the registered trademarks provided above, as on the date of this Updated Draft
Red Herring Prospectus-I, the status of the other trademark applications filed by our Company under the
Trademarks Act, 1999 are listed out below:
S. No. Application No. Date of Description of wordmark/logo Class Status
Application
1. 6280481 February 1, 2024 Green Steam wordmark 11 Objected
and ready
for show
cause
hearing
2. 5887619 April 11, 2023 39 Objected
and ready
for show
cause
hearing
3. 6619684 September 12, Common Boiler wordmark 39 Formalities
2024 check pass
4. 6619095 September 11, Common Boiler wordmark 37 Formalities
2024 check pass
5. 6619058 September 11, Common Boiler wordmark 11 Formalities
2024 check pass
6. 6992334 May 5, 2025 11 Formalities
check pass
5487. 7005421 May 13, 2025 11 Formalities
check pass
8. 5886765 April 11, 2023 COMMUNITY BOILER 37 Objected
wordmark and ready
for show
cause
hearing
Our Company has applied for a patent having application number 202321026338 under Controller General of
Patents, Design and Trade Marks dated April 8, 2023 which is published and has further processed for examination
under Indian Patent Act, 1970.
549OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term ‘group companies’, includes (i) such companies (other than
promoter(s) and subsidiary(ies)) (if any) with which the issuer company had related party transactions during the
period for which financial information is disclosed in the relevant offer document, as covered under applicable
accounting standards, and (ii) any other companies considered “material” by our Board.
Accordingly, for the purposes of (i) above, all such companies (other than the Subsidiary) with which there were
related party transactions during the periods covered in the Restated Financial Information, as covered under the
applicable accounting standards, shall be considered as Group Companies in terms of the SEBI ICDR Regulations.
In addition, for the purposes of (ii) above, a company (other than the Subsidiary and companies categorized under
(i) above) shall be considered “material” and is disclosed as a ‘Group Company’ in this Updated Draft Red Herring
Prospectus-I if such company forms a part of the Promoter Group and which has transactions with the Company
in the most recent financial year or relevant stub period, if any, which individually or in the aggregate, exceed
10% of the revenue from operations of our Company as per the Restated Financial Information for that period.
Accordingly, on the basis of the Materiality Policy for identification of Group Companies, the following
companies have been identified as our Group Companies (“Group Companies”):
1. Sanjoo Dyeing and Printing Mills Private Limited;
2. Sanjoo Prints Private Limited;
3. Sanjoo Filaments Private Limited;
4. Brickcrest Infrasol Private Limited (Formerly known as Steamhouse Private Limited); and
5. Sanjoo Dyeing INC.
In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Companies
for the previous three financial years, extracted from their respective audited financial statements (as applicable)
are available at the respective websites indicated below.
Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations. None of our Company, the BRLM, Promoter Selling Shareholder or any of the Company’s or
the BRLM’s respective directors, employees, affiliates, associates, advisors, agents or representatives have
verified the information available on the websites indicated below.
A. Details of our Group Companies
1. Sanjoo Dyeing and Printing Mills Private Limited (“SDPMPL”)
Corporate Information
The registered office of SDPMPL is located at Plot No. 8108/1, Road No. 2, GIDC Sachin, Surat 394230,
Gujarat.
Financial Information
The financial information derived from the audited financial statements of SDPMPL for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulation, are
available on the website of our Company at https://steamhouse.in/investors-relation/
2. Sanjoo Prints Private Limited (“SPPL”)
Corporate Information
The registered office of SPPL is located at Plot No.291, GIDC Sachin, Sachin, 394230, Surat, Gujarat.
Financial Information
The financial information derived from the audited financial statements of SPPL for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulation, are
550available on the website of our Company at https://steamhouse.in/investors-relation/.
3. Sanjoo Filaments Private Limited (“SFPL”)
Corporate Information
The registered office of SFPL is located at SY. No. – 55/F Paiky,Tps-8, Plot-98, Subhash Nagar, Co-Op H.
Society Ghod Dod Road, Surat – 395007, Gujarat, India
Financial Information
The financial information derived from the audited financial statements of SFPL for the Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023 as required by the SEBI ICDR Regulation, are
available on the website of our Company at https://steamhouse.in/investors-relation/.
4. Brickcrest Infrasol Private Limited (Formerly known as Steamhouse Private Limited) (“BIPL”)
Corporate Information
The registered office of BIPL is located at Block No. 198, Sub Block No. 198/B, Revenue Survey No.
123/3/B, Mandvi, Karanj, Surat, Mangrol, Gujarat 394 110, India.
Financial Information
The financial information derived from the audited financial statements of BIPL for the Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023 are available at as required by the SEBI ICDR
Regulation, are available on the website of our Company at https://steamhouse.in/investors-relation/.
5. Sanjoo Dyeing INC (“SDINC”)
Corporate Information
The registered office of SDINC is located at 8, The Green, Ste A, Dover County, Kent, 19901.
B. Litigation
Our Group Companies are not party to any litigation which has a material impact on our Company.
C. Common pursuits between our Group Companies and our Company
Except for the supply of steam by SDPMPL to our Company, none of our Group Companies have common
pursuits similar to that of our Company.
D. Related business transactions within our Group Companies and significance on the financial
performance of the Company
Other than the transactions disclosed in the section “Financial Statements” and “Summary of the Offer
Document – Summary of Related Party Transactions” beginning on pages 372 and 27, there are no other
related business transactions between the Group Companies and our Company.
E. Business interests of our Group Companies in our Company
Our Company has entered into a steam purchase and supply agreement dated April 1, 2024 with Sanjoo
Dyeing and Printing Mills Private Limited. Further, two non-compete and exclusivity agreements each dated
April 1, 2025 have been entered into between our Company and Sanjoo Dyeing and Printing Mills Private
Limited and our Company and Sanjoo Prints Private Limited, respectively, which state that if Sanjoo Dyeing
and Printing Mills Private Limited and Sanjoo Prints Private Limited, at anytime during the term of these
agreements, generate and/or distribute steam through their own infrastructure or via third party O&M models,
such steam shall a) be exclusively supplied to our Company; and b) not be sold or distributed to any other
person or entity.
551Except as disclosed above and as disclosed in the section “Financial Information - Restated Financial
Information – Note 46 – Related Party Disclosure” at page 466, our Group Companies do not have or propose
to have any business interest in our Company.
F. Nature and extent of interest of our Group Companies
a) In the promotion of our Company
Our Group Companies do not have any interest in the promotion of our Company.
B) In the properties acquired by our Company in the past three years prior to filing this Updated Draft Red
Herring Prospectus-I or proposed to be acquired by it.
Our Group Companies are not interested in the properties acquired by our Company in the past three years
preceding the filing of this Updated Draft Red Herring Prospectus-I or proposed to be acquired by our
Company.
c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transactions for acquisition of land, construction of building
or supply of machinery with our Company
G. Other Confirmations
The equity shares of our Group Companies are not listed on any stock exchange. Our Group Companies have
not made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three
years preceding the date of this Updated Draft Red Herring Prospectus-I. For further details, please see the
section “Other Regulatory and Statutory Disclosures- Capital issue during the previous three years by our
Company, the listed group companies, subsidiaries or associates of our Company” beginning on page 560.
None of the securities of our Group Companies have been refused listing by any stock exchange in India or
abroad during last ten years, nor have our Group Companies failed to meet the listing requirements of any
stock exchange in India or abroad.
There are no material existing or anticipated transactions in relation to the utilisation of the Offer Proceeds
or project cost with our Group Companies.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which
are crucial for operations of the Company) and the Group Companies and their directors.
There is no conflict of interest between the lessors of the immovable properties (crucial for the operations of
the Company) and the Group Companies and their directors.
552OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorized by our Board pursuant to a resolution passed at its meeting held on June 17, 2025
and by our Shareholders pursuant to a special resolution passed at their meeting held on June 18, 2025. Our Board
has approved the Pre-filed Draft Red Herring Prospectus pursuant to a resolution passed at its meeting held on
June 30, 2025, and this Updated Draft Red Herring Prospectus-I on December 8, 2025 . Further, our Board has
taken on record the consent of the Promoter Selling Shareholder to participate in the Offer for Sale pursuant to a
resolution passed at its meeting held on June 30, 2025.
The Promoter Selling Shareholder has confirmed and approved its participation in the Offer for Sale in relation to
his Offered Shares, as set out below:
Name of the Promoter Number of Offered Shares Aggregate proceeds from Date of consent letter
Selling shareholder the Offered Shares
Vishal Sanwarprasad Budhia Up to [●] Up to ₹800.00 million June 27, 2025
Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, between the date of filing of
this Updated Draft Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the
Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall
not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation
to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares of face
value ₹2 pursuant to letters each dated September 10, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters (including our Promoter Selling Shareholder), the persons in control of our Company,
members of the Promoter Group, and Directors are not prohibited from accessing the capital market or debarred
from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities
market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing capital markets under any order or direction passed by SEBI
or any other authorities.
None of our Directors are, in any manner, associated with the securities market, as on the date of this Updated
Draft Red Herring Prospectus-I.
Our Company, Promoters or Directors have neither been declared as Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof in
accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the RBI.
Our Promoters and Directors have not been declared as Fugitive Economic Offenders.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, our Directors, members of Promoter Group and the Promoter Selling Shareholder,
severally and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners)
Rules, 2018, to the extent applicable, as on the date of this Updated Draft Red Herring Prospectus-I.
Eligibility for the Offer
553Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets;
• Our Company has an average operating profit of at least ₹150 million, calculated on a restated basis, during
the preceding three years (of 12 months each), with operating profit in each of these preceding three years;
• Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months
each), calculated on a restated basis; and
• Our Company has not changed its name in the last one year prior to the date of this Updated Draft Red
Herring Prospectus-I.
Unless stated otherwise, the computation of net tangible assets, operating profit, net worth, monetary assets, as
restated, as derived from the Restated Financial Information, as at and for the Fiscals 2025, 2024 and 2023, is set
forth below:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Net Tangible Assets1 (₹ in Millions) 1,938.44 1,421.11 822.15
Monetary Assets2 (₹ in Millions) 76.78 197.49 26.99
Monetary Assets, as a percentage of Net 3.96% 13.90% 3.28%
Tangible Assets, as restated
Operating Profit3 (₹ in Millions) 577.22 605.36 524.27
Net Worth4 (₹ in Millions) 1,310.00 1,027.09 568.42
1‘Net tangible assets’ means the sum of all net assets of our Company, excluding intangible assets as defined in Indian
Accounting Standard (Ind AS) 38 and deferred tax assets as defined in Ind AS 12 and excluding the impact of deferred tax
liabilities as defined in Ind AS 12 issued by Institute of Chartered Accountants of India and lease liabilities as per the Restated
Financial Information..
2Monetary assets’ is the aggregate of cash on hand and balance with banks (including other bank balances and interest
accrued thereon) as per the Restated Financial Information..
3Operating Profit’ has been calculated as restated profit before finance costs, other income, exceptional item and tax expenses
as per the Restated Financial Information..
4Net worth’ means aggregate value of the paid-up share capital and other equity created out of the profits, securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, derived from Restated Financial Information, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation as per the Restated
Financial Information..
For further details, see “Other Financial Information” on page 478.
We are currently eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of
the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations we are
required to allocate: (i) not more than 50% of the Offer to QIBs, 5% of which shall be allocated to Mutual Funds
exclusively; (ii) not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of
which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application
size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion shall be available
for allocation to Bidders with an application size of more than ₹ 1,000,000 and under-subscription in either of
these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of
Non-Institutional Portion; and (iii) not less than 35% of the Offer to RIBs, subject to valid Bids being received at
or above the Offer Price. In the event we fail to do so, the full application money shall be refunded to the Bidders.
554The Promoter Selling Shareholder has confirmed that he has held the Offered Shares for a period of at least one
year prior to the date of filing of this Updated Draft Red Herring Prospectus-I and that he is in compliance with
Regulation 8 of the SEBI ICDR Regulations and the Offered Shares are eligible for being offered in the Offer for
Sale.
Further, in accordance with the conditions specified in Regulation 49(1) of the SEBI ICDR Regulations, our
Company shall ensure that the number of Allottees in the Offer shall be not less than 1,000 failing which the entire
application monies shall be refunded forthwith or the application monies shall be unblocked in the ASBA
Accounts, in accordance with the SEBI ICDR Regulations and other applicable laws.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.
Further, our Company confirms that it is not ineligible to undertake the Offer, in terms of Regulation 5 of the
SEBI ICDR Regulations, to the extent applicable.
The details of compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as follows:
a) Our Company confirms that it is not ineligible to make the Offer in terms of Regulation 59E of the SEBI
ICDR Regulations, to the extent applicable;
b) None of our Company our Promoters, members of our Promoter Group or our Directors or the Promoter
Selling Shareholder are debarred from accessing the capital markets by the SEBI;
c) None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI;
d) None of our Company, our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower;
e) None of our Promoters or our Directors has been declared a fugitive economic offender (in accordance with
Section 12 of the Fugitive Economic Offenders Act, 2018);
f) There are no outstanding convertible securities of our Company or any other right which would entitle any
person with any option to receive Equity Shares of our Company as on the date of filing of this P Updated
Draft Red Herring Prospectus-I;
g) Our Company, along with the Registrar to the Offer, has entered into tripartite agreements dated December
10, 2022 and November 30, 2022 with NSDL and CDSL, respectively, for dematerialization of the Equity
Shares;
h) The Equity Shares of our Company held by our Promoters are in dematerialised form; and
i) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of
this Updated Draft Red Herring Prospectus-I.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS UPDATED DRAFT RED
HERRING PROSPECTUS-I 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 UPDATED DRAFT RED
HERRING PROSPECTUS-I. THE BOOK RUNNING LEAD MANAGER, EQUIRUS CAPITAL
PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS UPDATED
DRAFT RED HERRING PROSPECTUS-I 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.
555IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS UPDATED DRAFT RED HERRING PROSPECTUS-I, AND THE
PROMOTER SELLING SHAREHOLDER IS RESPONSIBLE ONLY FOR THE STATEMENTS
SPECIFICALLY CONFIRMED OR UNDERTAKEN BY HIM IN THIS UPDATED DRAFT RED
HERRING PROSPECTUS-I IN RELATION TO HIMSELF AND THE EQUITY SHARES BEING
OFFERED IN THE OFFER FOR SALE, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER
SELLING SHAREHOLDER DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS
FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JUNE 30, 2025 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V (FORM AA) OF THE SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS UPDATED DRAFT RED HERRING PROSPECTUS-I DOES NOT, HOWEVER,
ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS
MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED 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 UPDATED DRAFT RED HERRING
PROSPECTUS-I.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red
Herring Prospectus with the RoC including in terms of Section 32 of the Companies Act, 2013. All legal
requirements pertaining to this Offer will be complied with at the time of filing of the Prospectus with the RoC
including in terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act, 2013.
Disclaimer from our Company, our Promoters (which includes our Promoter Selling Shareholder),
Directors and Book Running Lead Manager
Our Company, our Promoters, Directors and the Book Running Lead Manager accept no responsibility for
statements made otherwise than in this Updated Draft Red Herring Prospectus-I 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.steamhouse.in, or the website of any affiliate of our
Company, would be doing so at their own risk.
The Book Running Lead Manager accept no responsibility, save to the limited extent as provided in the Offer
Agreement and as will be provided for in the Underwriting Agreement to be entered into between the Underwriters
and our Company.
The Promoter Selling Shareholder accept no responsibility for statements made otherwise than in this Updated
Draft Red Herring Prospectus-I 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.steamhouse.in, or the respective websites of our Promoters, Promoter Group or any affiliate of our Company
would be doing so at his or her own risk. The Promoter Selling Shareholder and its affiliates accept no
responsibility for any statements made in this Updated Draft Red Herring Prospectus-I, other than those
specifically made or confirmed by the Promoter Selling Shareholder in relation to itself as Promoter Selling
Shareholder and the Offered Shares including without limitation, any and all statements made by or relating to
our Company or its business or any other person(s), in this Updated Draft Red Herring Prospectus-I.
All information, to the extent required in relation to the Offer, shall be made available by our Company, the
Promoter Selling Shareholder and the Book Running Lead Manager to the Bidders and the public at large and no
selective or additional information would be made available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or
elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling
Shareholder, the Underwriters, the Book Running Lead Manager and their respective directors, partners,
designated partners, trustees, officers, employees, agents, affiliates, and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell,
556pledge, 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 Promoter Selling Shareholder, the
Underwriters, the Book Running Lead Manager and their respective directors, partners, designated partners,
trustees, officers, employees, agents, affiliates, and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares.
The Book Running Lead Manager and their respective associates and affiliates in their capacity as principals or
agents may engage in transactions with, and perform services for, our Company, our Promoters, members of the
Promoter Group and their directors and officers, group companies, affiliates or associates or third parties (as
applicable) in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company, its Directors, our Promoters, officers, agents,
group companies, affiliates or associates or third parties, (as applicable) for which they have received, and may in
the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or
is controlled by or is under common control with another person or entity.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai,
Maharashtra only.
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds
registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), NBFC-SI, or trusts under applicable trust law and who are authorised under their
constitution to hold and invest in equity shares, state industrial development corporations, permitted insurance
companies registered with IRDAI, public financial institutions as specified in Section 2(72) of the Companies
Act, 2013, permitted provident funds with a minimum corpus of ₹ 250 million (subject to applicable law),
multilateral and bilateral development financial institutions and pension funds (registered with the Pension Fund
Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and
Development Authority Act, 2013, subject to applicable laws, with a minimum corpus of ₹ 250 million), National
Investment Fund, insurance funds set up and managed by the army and navy or air force of the Union of India and
insurance funds set up and managed by the Department of Posts, India, systemically important NBFCs registered
with the RBI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign
investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity
Shares.
This Updated Draft Red Herring Prospectus-I does not constitute an offer to sell or an invitation to subscribe to
Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Updated Draft Red Herring Prospectus-I
comes is required to inform him or herself about, and to observe, any such restrictions.
Neither the delivery of this Updated Draft Red Herring Prospectus-I nor the offer of the Offered Shares shall,
under any circumstances, create any implication that there has been no change in the affairs of our Company since
the date of this Updated Draft Red Herring Prospectus-I or that the information contained herein is correct as of
any time subsequent to this date.
Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red
Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is
outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has
received the preliminary offering memorandum for the Offer, which contains the selling restrictions for
the Offer outside India.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Updated Draft Red Herring Prospectus-I has been filed with SEBI for its
observations. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly,
and this Updated Draft Red Herring Prospectus-I may not be distributed, in any jurisdiction, except in accordance
with the legal requirements applicable in such jurisdiction.
Eligibility and Transfer Restrictions
557The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act, or any other applicable law of the United States (or any state or jurisdiction therein) and unless so
registered, shall not be offered or sold within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance
with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore
transactions’ as defined in, and in reliance on, Regulation S and the applicable laws of the jurisdictions
where such offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any offshore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than in accordance with applicable laws.
Important Information for Investors – Eligibility and Transfer Restrictions
Until the expiry of 40 days after the commencement of the Offer, an offer or sale of the Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act, unless made pursuant to available exemptions from the registration requirements of the
U.S. Securities Act and in accordance with applicable securities laws of any state or other jurisdiction of the United
States.
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved.
Disclaimer clause of BSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus-I was submitted to BSE. The disclaimer clause
as intimated by BSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus, is set forth
below:
“BSE Limited (“the Exchange”) has given vide its letter dated September 10, 2025, permission to this Company
to use the Exchange’s name in this offer document as one of the stock exchanges on which this company’s
securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this. Company. The Exchange does not
in any manner:-
a. warrant, certify or endorse the correctness or completeness of any of the contents of this: - offer document; or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or
any scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
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 for any
other reason whatsoever.”
558Disclaimer clause of NSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus was submitted to the NSE. The disclaimer
clause as intimated by NSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus, is set
forth below:
“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/5644 dated September 10, 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 on 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.”
Listing
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges.
Application will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the listing and trading permission to deal in and for an official quotation of the Equity Shares is not granted by
the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the Bidders
in pursuance of the Red Herring Prospectus in accordance with applicable law. If such money is not repaid within
the prescribed time, then our Company and every officer in default shall be liable to repay the money, with interest,
as prescribed under applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days
from the Bid/ Offer Closing Date or within such other period as may be prescribed by SEBI. The Promoter Selling
Shareholder confirms that he shall extend reasonable support and co-operation (to the extent of the Offered Shares)
as required by law for the completion of the necessary formalities for listing and commencement of trading of the
Equity Shares at the Stock Exchanges within three Working Days from the Bid/Offer Closing Date, or within such
other period as may be prescribed by SEBI.
If our Company does not Allot the Equity Shares within two Working Days from the Bid/Offer Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred
to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing
which interest shall be due to be paid to the Bidders as prescribed under applicable law.
Consents
Consents in writing of: (a) our Directors, Promoters, Promoter Group, our Company Secretary and Compliance
Officer, the Promoter Selling Shareholder, Banker(s) to our Company, legal counsel appointed for the Offer, the
Book Running Lead Manager, the Registrar to the Offer, Statutory Auditor, Frost & Sullivan, in their respective
capacities, have been obtained; (b) consents of the Syndicate Members, the Banker(s) to the Offer/ Public Offer
Account Bank(s)/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Banks, to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act, 2013, and such consents, which have been obtained, have not been withdrawn up to
the time of delivery of this Updated Draft Red Herring Prospectus-I .
Our Company has received written consent dated November 28, 2025, from Frost & Sullivan, for inclusion the
report titled “Industry report on Community Industrial Gases Generation & Distribution in India” dated
559November 28, 2025, in this Updated Draft Red Herring Prospectus-I and such consent has not been withdrawn as
on the date of this Updated Draft Red Herring Prospectus-I.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated December 1, 2025 from Natvarlal Vepari & Co,
Chartered Accountants, to include their name as required under Section 26 (5) of the Companies Act,
2013 read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus-I, and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity
as our Statutory Auditors, and in respect of their (i) examination report, dated December 1, 2025 on our
Restated Financial Information; and (ii) the statement of special tax benefits dated June 30, 2025 in this
Updated Draft Red Herring Prospectus-I and such consent has not been withdrawn as on the date of this
Updated Draft Red Herring Prospectus-I. However, the term “experts” and consent thereof does not
represent an “expert” or consent as is defined under the U.S. Securities Act. Further, Natvarlal Vepari &
Co, Chartered Accountants, have provided their report dated December 1, 2025 on the Statement of
Special Tax Benefits in this Updated Draft Red Herring Prospectus-I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus-I.
ii. Our Company has received written consent dated December 8, 2025 from Jinendra Jain & Associates, to
include their name as the practicing company secretary and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013.
iii. Our Company has received written consent dated December 1, 2025 from Dr. P.J. Gandhi, Chartered
Engineer, to include their name as Independent Chartered Engineer and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013.
The above-mentioned consents have not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus-I.
Particulars regarding capital issues by our Company and listed group companies, subsidiary or associate
entity during the last three years
Other than as disclosed in “Capital Structure” on page 110, our Company has not made any capital issues during
the three years preceding the date of this Updated Draft Red Herring Prospectus-I. Further, our Company does
not have any listed subsidiaries or associate companies or group companies.
Other than as disclosed in “Capital Structure” on page 110, our Company has not made any public or rights issues
(as defined under the SEBI ICDR Regulations) during the five years preceding the date of this Updated Draft Red
Herring Prospectus-I.
Performance vis-à-vis objects – Last issue of subsidiaries and promoter
As on the date of this Updated Draft Red Herring Prospectus-I, our Company does have any listed promoters or
any listed subsidiary.
Underwriting Commission, Brokerage and Selling Commission paid on previous issues of the Equity Shares
in the last five years
Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure public subscription for any of the Equity Shares
in the five years preceding the date of this Updated Draft Red Herring Prospectus-I.
Capital issue during the previous three years by our Company
Other than as disclosed in “Capital Structure” on page 110, our Company has not undertaken a capital issue in the
last three years preceding the date of this Updated Draft Red Herring Prospectus-I.
Capital issue during the previous three years by listed subsidiaries, group companies or associates of our
Company
560Our Company does not have any listed subsidiaries, group companies or associates, as on the date of this Updated
Draft Red Herring Prospectus-I.
561Price information of past issues handled by the Book Running Lead Manager
A. Equirus Capital Private Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Equirus Capital Private
Limited
Sr. Issue Name Issue Size Issue Listing Date Opening Price on listing +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. (₹ million) Price (₹) date [+/- % change in closing [+/- % change in closing [+/- % change in closing
(₹) benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
days from listing days from listing days from listing
Dee Development +81.16% +47.44% +56.33%
1. 4,180.15 203.001 June 26, 2024 339.00
Engineers Limited$ [+2.25%] [+8.67%] [-1.18%]
Ecos (India) Mobility
September 04, +42.28% -0.51% -46.42%
2. & H ospitality 6,012.00 334.00 390.00
2024 [+0.20%] [-3.66%] [-12.20%]
Limited$
September 16, -19.45% -9.21% -26.15%
3. Kros s Limited$ 5,000.00 240.00 240.00
2024 [-1.29%] [-2.42%] [-11.77%]
Godavari October 30, -0.16% -35.24% -49.47%
4. 5,547.50 352.00 310.55
Biorefineries Limited# 2024 [-1.12%] [-5.72%] [-0.91%]
Concord Enviro December 27, -8.15% -27.98% -18.52%
5. 5,003.26 701.00 832.00
Systems Limited# 2024 [-3.19%] [-1.79%] [+4.26%]
Senores
December 30, +28.49% +45.93% +45.32%
6. Phar maceuticals 5,821.10 391.00 600.00
2024 [-2.91%] [-0.53%] [+8.43%]
Limited$
Unimech Aerospace
December 31, +65.87% +23.08% +67.39%
7. and Manufacturing 5,000.00 785.00 1,491.00
2024 [-2.06%] [-0.93%] [+7.58%]
Limited#
+22.90% +15.59%
8. Criz ac Limited# 8,600.00 245.00 July 09, 2025 280.00 N.A.
[-3.49%] [-2.09%]
562Sr. Issue Name Issue Size Issue Listing Date Opening Price on listing +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. (₹ million) Price (₹) date [+/- % change in closing [+/- % change in closing [+/- % change in closing
(₹) benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
days from listing days from listing days from listing
M & B Engineering +6.71% +17.84%
9. 6,500.00 385.002 August 06, 2025 385.00 N.A.
Limited$ [+0.65%] [+4.84%]
Vikram Solar -1.48% -13.25%
10. 20,793.69 332.00 August 26, 2025 338.00 N.A.
Limited$ [+1.40%] [+5.49%]
Source: www.bseindia.com and www.nseindia.com for price information and prospectus/basis of allotment for issue details.
Notes:
1. A discount of ₹19 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Dee Development Engineers Limited IPO
2. A discount of ₹36 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of M & B Engineering Limited IPO
3. Price on Designated Stock Exchange of the respective Issuer is considered for all of the above calculations.
4. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
5. N.A. (Not Applicable) – Period not completed.
# The S&P BSE SENSEX is considered as the Benchmark Index
$ The S&P CNX NIFTY is considered as the Benchmark Index
Summary statement of price information of past public issues handled by Equirus Capital Private Limited:
Financial Year Total no. Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at
of IPOs raised as on 30th calendar day from as on 30th calendar day from as on 180th calendar day from premium as on 180th calendar
(₹ million) listing date listing date listing date day from listing date
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25%-50% than 50% 25%-50% than 50% 25%-50% than 50% 25%-50% than
25% 25% 25% 25%
2025-2026* 3 35,893.69 - - 1 - - 2 - - - - - -
2024-2025 7 36,564.01 - - 3 2 2 - - 3 1 2 1 -
2023-2024 8 61,882.55 - 1 1 2 2 2 - 1 2 3 2 -
* The information is as on the date of this Offer Document.
The information for each of the financial years is based on issues listed during such financial year.
563Track record of past issues handled by the Book Running Lead Manager
For details regarding the track record of the Book Running Lead Manager, as specified in circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, see the website of the Book Running Lead Manager,
as set forth in the table below:
Sr. No. Name of Book Running Lead Manager Website
1. E quirus Capital Private Limited www.equirus.com
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as on
the date of this Updated Draft Red Herring Prospectus-I and accordingly, no stock market data is available for the
Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at
least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock
Exchanges, or any such period as prescribed under the applicable laws, subject to agreement with our Company
for storage of such records for longer period, to enable the investors to approach the Registrar to the Offer for
redressal of their grievances.
All Offer related grievances, other than Anchor Investors may be addressed to the Registrar to the Offer with a
copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder
should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP
ID, Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number
of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was
blocked (for Bidders other than UPI Bidders) or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the
Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the concerned Designated Intermediary in addition to the documents and information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the
required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the
BRLM where the Bid cum Application Form was submitted by the Anchor Investor.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing
any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Manager and the
Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including
any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Investors can contact
our Company Secretary and 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, non-credit of allotted Equity Shares in the
respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode.
SEBI, by way of the SEBI ICDR Master Circular and any subsequent circulars, as applicable has identified the
need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism
inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced
by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment
within prescribed timelines and procedures. Subsequently, SEBI vide its June 2021 Circular, modified the process
timelines and extended the implementation timelines for certain measures introduced by the March 2021 Circular.
564As per the SEBI ICDR Master Circular, for initial public offerings opening for subscription on or after May 1,
2021, SEBI has prescribed certain mechanisms to ensure proper management of investor issues arising out of the
UPI Mechanism, including (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of
SMS alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical
details of mandate blocks/unblocks, performance of apps and UPI handles, network latency or downtime, etc., by
the Sponsor Banks to the intermediaries forming part of the closed user group vide email; (iv) limiting the facility
of reinitiating UPI Bids to Syndicate Member to once per Bid; and (v) mandating SCSBs to ensure that the unblock
process for nonallotted/ partially allotted applications is completed by the closing hours of one Working Day
subsequent to the finalisation of the Basis of Allotment.
In terms of the SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not
been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of
the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are
required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest
at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be
compensated by the SCSBs in accordance with the SEBI ICDR Master Circular in the events of delayed unblock
for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application,
blocking of more amount than the Bid Amount, delayed unblocking of amounts for non-allotted/partially-allotted
applications, for the stipulated period.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues, for
which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled / withdrawn / Bid Amount, whichever is higher cancellation / withdrawal / deletion is
deleted applications placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple 1. Instantly revoke the blocked funds From the date on which multiple
amounts for the same Bid other than the original Bid Amount and amounts were blocked till the date of
made through the UPI 2. ₹100 per day or 15% per annum of actual unblock
Mechanism the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount 1. Instantly revoke the difference From the date on which the funds to
than the Bid Amount amount, i.e., the blocked amount less the excess of the Bid Amount were
the Bid Amount; and blocked till the date of actual unblock
2. ₹100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non – ₹100 per day or 15% per annum of the From the Working Day subsequent to
Allotted/partially Allotted Bid Amount, whichever is higher the finalization of the Basis of
applications Allotment till the date of actual
unblock
For helpline details of the Book Running Lead Manager pursuant to the SEBI ICDR Master Circular, see “General
Information – Book Running Lead Manager” on page 102.
In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book
Running Lead Manager shall compensate the investors at the rate higher of ₹100 or 15% per annum of the
application amount for the period of such delay. Further, in terms of the SEBI ICDR Master Circular, the payment
of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book
Running Lead Manager, and such application shall be made only after (i) unblocking of application amounts for
each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSB.
565Disposal of Investor Grievances by our Company
Our Company shall obtain authentication on the SEBI SCORES platform and will comply with the SEBI circular
bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023,
in relation to redressal of investor grievances through SCORES. .
Our Company has not received any investor grievances in the last three Financial Years prior to the filing of this
Updated Draft Red Herring Prospectus-I. Further, no investor complaint in relation to our Company is pending as
on the date of filing of this Updated Draft Red Herring Prospectus-I. Our Company estimates that the average
time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the
redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. 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.
The Promoter Selling Shareholder has authorised our Company Secretary and Compliance Officer, and the
Registrar to the Offer to redress any complaints received from Bidders in respect of the Offered Shares.
Our Company has appointed Shyam Bhadresh Kapadia, as our Company Secretary and Compliance Officer for
the Offer and he may be contacted in case of any pre-Offer or post-Offer related problems. For details, see
“General Information” on page 101.
Our Company has also constituted a Stakeholders’ Relationship Committee, to review and redress shareholder
and investor grievances. For details, see “Our Management– Corporate Governance – Committees of our Board
– Stakeholders’ Relationship Committee” on page 357.
Investors can contact our Company Secretary and Compliance Officer, the BRLM or the Registrar to the Offer in
case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode, etc.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an application dated August 8, 2025, with SEBI seeking an exemption under Regulation
300(1)(c) of the SEBI ICDR Regulations from including information and confirmations relating to Ambika
Agarwal and her connected entities in the UDRHP-1, UDRHP-II, RHP and Prospectus, solely based on the public
search. SEBI has, vide its letter dated October 6, 2025 bearing reference number SEBI/HO/CFD/RAC-
DIL2/P/OW/2025/25967/1 rejected our application and has not granted us the exemption sought therein.
In view of non-receipt of the relevant confirmations and undertakings by Ambika Agarwal and her connected
entities, in order to comply with the disclosure requirements specified under the SEBI ICDR Regulations, our
Company has disclosed such details pertaining to Ambika Agarwal and her connected entities, in this Updated
Draft Red Herring Prospectus-I, only to the extent such information is publicly available from the websites of
certain government authorities and other public databases.
566SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered and Allotted pursuant to the Offer shall be subject to the provisions of
the Companies Act, 2013, the SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations,
RBI Approval, the terms of the Pre-filed Draft Red Herring Prospectus, this Updated Draft Red Herring
Prospectus-I, Red Herring Prospectus, the Prospectus, the Abridged Prospectus, Bid cum Application Form, the
Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in other
documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to
applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, transfer of securities
and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock
Exchanges, the RBI, RoC and/or 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 RBI, the Government of India, the Stock
Exchanges, the RoC and/or any other governmental, statutory or regulatory authorities while granting its approval
for the Offer, to the extent and for such time as these continue to be applicable.
The Offer
The Offer comprises of a Fresh Issue of Equity Shares by our Company and Offer for Sale by the Promoter Selling
Shareholder.
Expenses for the Offer shall be borne by our Company and the Promoter Selling Shareholder in the manner
specified in “Objects of the Offer– Offer related expenses” on page 191.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate
benefits, if any, declared by our Company after the date of Allotment. The Equity Shares being offered and
Allotted/ transferred in the Offer shall be subject to the provisions of the Companies Act, 2013, the SEBI ICDR
Regulations, SCRA, SCRR, our MoA and AoA and shall be pari passu with the existing Equity Shares in all
respects including voting and right to receive dividends. For further details, see “Main Provisions of the Articles
of Association” beginning on page 603.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, 2013, the MoA and AoA and provisions of the SEBI Listing Regulations and any other guidelines,
regulations or directions which may be issued by the Government in this regard. Dividends, if any, declared by
our Company after the date of Allotment, will be payable to the Bidders who have been Allotted Equity Shares in
the Offer, for the entire year, in accordance with applicable laws. For further details, in relation to dividends, see
“Dividend Policy” and “Main Provisions of the Articles of Association” beginning on pages 371 and 603,
respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹[●] and the Offer Price at the lower end of the Price Band is ₹[●] per
Equity Share and at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is
₹[●] per Equity Share.
The Offer Price, Price Band, and the minimum Bid Lot size for the Offer will be decided by our Company in
accordance with applicable laws and in consultation with the BRLM, and advertised in all editions of The
Financial Express, an English national daily newspaper, all editions of the Hindi national daily newspaper Jansatta
and Surat edition of Gujaratmitra & Gujarat Darpan, a Gujarati daily national newspaper (Gujarati being the
regional language of Gujarat, where our Registered Office is located, each with wide circulation, at least two
Working Days prior to the Bid/ Offer Opening Date and shall be made available to the Stock Exchanges for the
purpose of uploading the same on their websites. The Price Band, along with the relevant financial ratios
calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available
on the respective websites of the Stock Exchanges. 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 through the Book Building Process.
567At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of the Articles of Association, our
Shareholders shall have the following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or “e-voting”, in accordance with the provisions of the
Companies Act, 2013;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability of their Equity Shares, 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 company under the Companies Act,
2013, the SEBI Listing Regulations and our Memorandum of Association and the 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, consolidation or sub-division, see “Main Provisions of
the Articles of Association” on page 603.
Allotment of Equity Shares only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can
be applied for in dematerialised form only. As per the SEBI ICDR Regulations and the SEBI Listing Regulations,
the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, our
Company has entered into the following agreements with the respective Depositories and Registrar to the Offer:
• Tripartite agreement dated December 10, 2022 amongst our Company, NSDL and the Registrar to the Offer;
and
• Tripartite agreement dated November 30, 2022 amongst our Company, CDSL and the Registrar to the Offer.
For details in relation to the Basis of Allotment, see “Offer Procedure” on page 579.
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges is in dematerialised form, the tradable lot is one Equity
Share. Allotment in the Offer will be only in dematerialised and electronic form in multiples of [●] Equity Share
subject to a minimum Allotment of [●] Equity Shares of face value of ₹2 each for QIBs and RIIs. For NIIs,
allotment shall not be less than the Minimum Non-Institutional Application Size. For further details on the Basis
of Allotment, see “Offer Procedure” on page 579.
Joint Holders
Subject to the provisions contained in our Articles of Association, where two or more persons are registered as
the holders of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of
survivorship.
568Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai,
Maharashtra India.
Period of operation of subscription list
See “– Bid/ Offer Period” on page 569.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, as amended, the sole or First Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is modified or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or modified
by nominating any other person in place of the present nominee, by the holder of the Equity Shares who made the
nomination, by giving a notice of such cancellation or variation to our Company. A buyer will be entitled to make
a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at our Registered Office or to the Registrar and Transfer Agent of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by our Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to
make a separate nomination with our Company. Nominations registered with respective Depository Participant of
the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.
Bid/Offer Period
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●] (2)
(1) Our Company in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor Bidding Date shall
be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company in consultation with the BRLM, may consider closing the Bid/Offer period for QIBs one day prior to the Bid/Offer Closing
Date in accordance with the SEBI ICDR Regulation.
(3) UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date, i.e. [●]
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
569* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking
of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the
Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is
higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-
allotted/partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform
rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days
from the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the
manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed
agreement of our Company with the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays in
resolving investor grievances in relation to blocking/unblocking of funds. The processing fees for applications made by the UPI Bidders may
be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master
Circular.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with the SEBI ICDR Master Circular.
The above timetable other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or liability on our Company,
the Promoter Selling Shareholder or the BRLM.
SEBI, through the SEBI ICDR Master Circular, has prescribed that all individual investors applying in initial public offerings opening on or
after May 1, 2022, where the application amount is up to ₹ 500,000, shall use UPI. RIBs and individual investors Bidding under the Non-
Institutional Portion Bidding for more than ₹ 200,000 and up to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-
cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility
of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three
Working Days of the Bid/Offer Closing Date or such other period as may be prescribed by SEBI, the
timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our
Company in consultation with the BRLM, revision of the Price Band or any delay in receiving the final
listing and trading approval from the Stock Exchanges. In terms of the SEBI Master Circular and SEBI
circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, our Company shall within two
days from the closure of the Offer, refund the subscription amount received in case our Company fails to
obtain listing or trading permission from the Stock Exchanges for the Equity Shares. The commencement
of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance
with the applicable laws.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the
SCSBs on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the
Bid/Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such
applications by the closing hours of the Working Day and submit the confirmation to the BRLM and the
registrar and share transfer agents on a daily basis, as prescribed by SEBI.
In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid/ Offer Closing Date, identifying non-adherence to timelines and processes and
an analysis of entities responsible for the delay and the reasons associated with it.
Any circulars or notifications from SEBI after the date of this Updated Draft Red Herring Prospectus-I may result
in changes to the listing timelines. Further, the Offer procedure is subject to change to any revised SEBI circulars
to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RIBs other than QIBs and NIIs
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
570ASBA applications where Bid Amount is up to ₹500,000)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications where Bid Amount is more than ₹500,000)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST
categories# on Bid/ Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids by RIBs Only between 10.00 a.m. and up to 4.00 p.m. IST
* UPI mandate end time and date shall be at 05:00 p.m. on Bid/ Offer Closing Date.
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by RIBs, after taking into account the total number of Bids received and as reported by the BRLM to
the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on
daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing
hours of the Working Day and submit confirmation to the BRLM and the RTA on the daily basis.
To avoid duplication, the facility of re-initiation provided to Syndicate Member shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA
Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, will be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date and in any case no later than 1:00 p.m. IST on the
Bid/Offer Closing Date. Any time mentioned in this Updated Draft Red Herring Prospectus-I is IST. Bidders are
cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some Bids may
not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for
allocation under the Offer. Bids and any revision in Bids will be accepted only during Working Days during the
Bid/ Offer Period Bidders may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter
no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and any revision in Bids
shall not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by
ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided
by the Stock Exchanges.
Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Offer
Period, in accordance with the SEBI ICDR Regulations, the revision in the Price Band shall not exceed 20% on
either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price
will be revised accordingly but the Floor Price shall not be less than the Face Value of the Equity Shares. In all
circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor
Price.
571In case of revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with
the BRLM, for reasons to be recorded in writing, may extend the Bid/Offer Period for a minimum of one
Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in Price Band,
and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a public notice and also by indicating the change on the respective websites of the
BRLM and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries
and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.
Minimum Subscription
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or the minimum subscription of 90% of the Fresh Issue on the Bid/Offer Closing Date; or subscription
level falls below aforesaid minimum subscription after the Bid/Offer Closing Date due to withdrawal of Bids or
technical rejections or any other reason; or in case of devolvement of Underwriting, aforesaid minimum
subscription is not received within 60 days from the date of Bid/Offer Closing Date or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares in the Offer, our Company our
Company shall forthwith refund the entire subscription amount received in accordance with applicable law
including the SEBI ICDR Master Circular. If there is a delay beyond three Working Days from the Bid/Offer
Closing Date, our Company and every Director of our Company, who are officers in default, shall pay interest at
the rate of 15% per annum or such other amount prescribed under applicable law, including the SEBI ICDR
Master Circular.
The requirement for minimum subscription is not applicable to the Offer for Sale. In case of under-subscription
in the Offer, the Equity Shares will be Allotted in the following manner such number of Equity Shares will first
be Allotted by our Company such that (i) 100% of the Fresh Issue portion is subscribed; and (ii) upon (i), all the
Equity Shares held by the Promoter Selling Shareholder and offered for sale in the Offer for Sale will be Allotted.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in
unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and the
Promoter Selling Shareholder shall be liable to pay interest on the application money in accordance with
applicable laws.
Arrangements for Disposal of Odd Lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction on transfer and transmission of shares
Except for the lock-in of the pre-Offer Equity Shares, the Promoter’s Contribution and Equity Shares allotted to
Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” beginning on page 110 and except as
provided in our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their
consolidation or splitting. See, “Main Provisions of the Articles of Association” at page 603.
Withdrawal of the Offer
Our Company, in consultation with the Book Running Lead Manager, reserves the right not to proceed with the
Fresh Issue and the Promoter Selling Shareholder reserves the right not to proceed with the Offer for Sale, in
whole or in part thereof, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our
572Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published,
within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing
reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity Shares
are proposed to be listed. The Book Running Lead Manager, through the Registrar to the Offer, shall notify the
SCSBs and the Sponsor Banks, in case of UPI Bidders, to unblock the bank accounts of the ASBA Bidders within
one Working Day from the date of receipt of such notification and also inform the Bankers to the Offer to process
refunds to the Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock
Exchanges on which Equity Shares are proposed to be listed. The notice of withdrawal will be issued in the same
newspapers where the pre-Offer advertisements have appeared and the Stock Exchanges will also be informed
promptly.
If our Company in consultation with the BRLM, withdraws the Offer after the Bid/ Offer Closing Date and
thereafter determines that it will proceed with an Offer of the Equity Shares, our Company shall file a fresh Offer
Document with SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and
trading approvals of the Stock Exchange, which our Company shall apply for after Allotment.
573OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares of face value
of ₹2 aggregating up to ₹ 4,250.00 million comprising a Fresh Issue of up to [●] Equity Shares of face value of
₹2 each aggregating up to ₹ 3,450.00 million by our Company and an Offer for Sale of up to [●] Equity Shares of
face value of ₹2 each aggregating up to ₹ 800.00 million by the Promoter Selling Shareholder.
Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, between the date of filing of
this Updated Draft Red Herring Prospectus – I and prior to filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the
Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall
not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation
to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and the Prospectus.
The Offer is being made through the Book Building Process, in compliance with Regulation 6(1) and Regulation
31 of the SEBI ICDR Regulations.
Particulars QIBs(2) Non-Institutional Bidders Retail Individual Bidders
Number of Equity Not more than [●] Not less than [●] Equity Shares Not less than [●] Equity Shares of
Shares available for Equity Shares of face of face value of ₹ 2 each face value of ₹ 2 each available
Allotment/allocation* value of ₹2 each available for allocation or Offer for allocation or Offer less
(2) less allocation to QIB Bidders allocation to QIB Bidders and
and RIBs Non-Institutional Bidders
Percentage of Offer Not more than 50% of Not less than 15% of the Offer. Not less than 35% of the Offer
Size available for the Offer size shall be less allocation to QIB Bidders
Allotment/allocation available for allocation Further, (a) one third of such and Non-Institutional Bidders.
to QIB Bidders. 5% of portion available to Non-
the QIB Portion shall Institutional Bidders shall be
be available for reserved for applicants with an
allocation on a application size of more than
proportionate basis to ₹200,000 and up to ₹1,000,000;
Mutual Funds only. and (b) two third of such
Mutual Funds portion available to Non-
participating in the Institutional Bidders shall be
Mutual Fund Portion reserved for applicants with
will also be eligible for application size of more than
allocation in the ₹1,000,000, provided that the
remaining balance QIB unsubscribed portion in either
Portion. The the sub-categories mentioned
unsubscribed portion in above may be allocated to
the Mutual Fund applicants in the other sub-
Portion will be added to category of Non-Institutional
the QIB Portion Bidders.
Basis of Allotment/ Proportionate as The Equity Shares available for The allotment to each RIB shall
allocation if respective follows (excluding the allocation to Non-Institutional not be less than the minimum Bid
category is Anchor Investor Bidders under the Non- Lot, subject to availability of
oversubscribed Portion): Institutional Portion, shall be Equity Shares in the Retail
subject to the following: Portion and the remaining
a) up to [●] Equity available Equity Shares if any,
Shares of face a) one third of the portion shall be Allotted on a
value of ₹2 each available to Non- proportionate basis. For further
shall be available Institutional Bidders being details, see “Offer Procedure” on
for allocation on a [●] Equity Shares of face page 579.
proportionate value of ₹2 each are
basis to Mutual reserved for Bidders
Biddings more than
574Particulars QIBs(2) Non-Institutional Bidders Retail Individual Bidders
Funds only; and ₹200,000 and up to
₹1,000,000; and
b) up to [●] Equity
Shares of face b) two third of the portion
value of ₹2 each available to Non-
shall be available Institutional Bidders being
for allocation on a [●] Equity Shares of face
proportionate value of ₹2 each are
basis to all QIBs, reserved for Bidders
including Mutual Bidding more than
Funds receiving ₹1,000,000.
allocation as per
(a) above.
The unsubscribed portion in
either of the categories
Up to 60% of the QIB
specified in (a) or (b) above,
Portion (of up to [●]
may be allocated to Bidders in
Equity Shares of face
the other sub- category of Non-
value of ₹2 each) may
Institutional Portion in
be allocated on a
accordance with SEBI ICDR
discretionary basis to
Regulations.
Anchor Investors of
which 40% of the
The allotment of specified
Anchor Investor
securities to each Non-
Portion within the
Institutional Bidder shall not be
limits specified under
less than the minimum
the SEBI ICDR
application size, subject to
Regulations shall be
availability in the Non-
reserved (i) 33.33 % for
Institutional Portion, and the
domestic Mutual
remainder, if any, shall be
Funds, (ii) 6.67% for
allotted on a proportionate
life insurance
basis in accordance with the
companies and pension
conditions specified in this
funds; Any under-
regard in Schedule XIII of the
subscription in the
SEBI ICDR Regulations. For
reserved category
details, see “Offer Procedure”
specified for such life
on page 579.
insurance companies
and pension funds may
be allocated to
domestic Mutual Funds
the Anchor Investor
Allocation Price
Minimum Bid [●] Equity Shares of Such number of Equity Shares [●] Equity Shares of face value of
face value of ₹2 each in in multiples of [●] Equity ₹2 each and in multiples of [●]
multiples of [●] Equity Shares of face value of ₹2 each Equity Shares of face value of ₹2
Shares of face value of such that the Bid Amount each thereafter
₹2 each such that the exceeds ₹ 200,000
Bid Amount exceeds ₹
200,000
Maximum Bid Such number of Equity Such number of Equity Shares Such number of Equity Shares of
Shares of face value of of face value of ₹2 each in face value of ₹2 each in multiples
₹2 each in multiples of multiples of [●] Equity Shares of [●] Equity Shares so that the
[●] Equity Shares not not exceeding the size of the Bid Amount does not exceed ₹
exceeding the size of Offer (excluding the QIB 200,000.
the Offer excluding the Portion), subject to limits
Anchor Portion), prescribed under applicable
subject to applicable law.
limits under applicable
law.
Mode of Bidding Through ASBA process only (except Anchor Investors). In case of UPI Bidders, ASBA
process will include the UPI Mechanism.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
575Particulars QIBs(2) Non-Institutional Bidders Retail Individual Bidders
Mode of Allotment Compulsorily in dematerialised form
Allotment Lot For Retail Individual Bidders and QIBs: A minimum of [●] Equity Shares and in multiples
of one Equity Share thereafter
For NIIs: [●] Equity Shares and in multiples of one Equity Share thereafter
Trading Lot One Equity Share
Who can apply(4) Public financial Resident Indian individuals, Resident Indian individuals,
institutions as specified Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in the
in Section 2(72) of the name of the karta), companies, name of the karta)
Companies Act, 2013, corporate bodies, scientific
scheduled commercial institutions, societies, trusts,
banks, Mutual Funds, family offices and FPIs who are
FPIs (other than individuals, corporate bodies
individuals, corporate and family offices which are re-
bodies and family categorised as Category II FPIs
offices), VCFs, AIFs, and registered with SEBI.
FVCIs registered with
SEBI, multilateral and
bilateral development
financial institutions,
state industrial
development
corporation, insurance
companies registered
with IRDAI, provident
funds (subject to
applicable law) with
minimum corpus of
₹250 million, pension
funds with minimum
corpus of ₹250 million,
registered with the
Pension Fund
Regulatory and
Development
Authority established
under sub-section (1)
of section 3 of the
Pension Fund
Regulatory and
Development
Authority Act, 2013,
National Investment
Fund set up by the GoI
through resolution F.
No.2/3/2005-DD-II
dated November 23,
2005, the insurance
funds set up and
managed by army,
navy or air force of the
Union of India,
insurance funds set up
and managed by the
Department of Posts,
India and Systemically
Important NBFCs, in
accordance with
applicable laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at
the time of submission of their Bids(3)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder or by the Sponsor Bank(s) through the UPI Mechanism (other
576Particulars QIBs(2) Non-Institutional Bidders Retail Individual Bidders
than Anchor Investors) that is specified in the ASBA Form at the time of submission of the
ASBA Form
* Assuming full subscription in the Offer.
(1) Subject to valid Bids being received at or above the Offer Price. This Offer is made in accordance with the Rule 19(2)(b) of
the SCRR and is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs,
provided that 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, of which 40% of the Anchor
Investor Portion within the limits specified under SEBI ICDR Regulations shall be reserved (i) 33.33% for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual funds at or above the Anchor Investor Allocation Price ;
and (ii) 6.67% for life insurance companies and pension funds. Any under-subscription in the reserved category specified for
such life insurance companies and pension funds may be allocated to domestic mutual funds. In the event of under-
subscription, or non-allotment 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 spill-
over from the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than
Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
more than 15% of the Offer shall be available for allocation to Non-Institutional Bidders and not more than 10% of the Offer
shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Offer Price.
(2) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms,
provided that any difference between the price at which Equity Shares are allocated to the Anchor Investors and the Anchor
Investor Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of
payment of applicable to Anchor Investors, see General Information Document available on the website of the Stock
Exchanges and the BRLM. Anchor Investors are not permitted to participate in the Offer through the ASBA process. SEBI
through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all individual investors
applying in initial public offerings, where the application amount is up to ₹ 500,000, shall use UPI. Individual investors
Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000 and up to ₹ 500,000, using the UPI Mechanism,
shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers. Further SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022, to the extent applicable, and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR
Regulations has mandated that ASBA applications in public issues shall be processed only after the application monies are
blocked in the bank accounts of the Bidders. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs,
NIB and RIB and also for all modes through which the applications are processed, accept the ASBA applications in their
electronic book building platform only with a mandatory confirmation on the application monies blocked.
(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should
also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is
required in the Bid cum Application Form and such First Bidder will 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 Promoter Selling
Shareholder, Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
(4) 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 BRLM, and the Designated Stock Exchange, subject to applicable laws.
In case of under-subscription in the Offer, the Equity Shares will be Allotted in the following manner such number of Equity
Shares will first be Allotted by our Company such that (i) 100% of the Fresh Issue portion is subscribed; and (ii) upon (i),
all the Equity Shares held by the Promoter Selling Shareholder and offered for sale in the Offer for Sale will be Allotted.
Bids by FPIs with certain structures as described under “Offer Procedure -Bids by FPIs” on page 586 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated
and Allotted to such successful Bidders (with same PAN) may be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling
Shareholder, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they
are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company in consultation with the Book Running Lead Manager and the
Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion
will not be allowed to be met with spill-over from other categories or a combination of categories. For further
details, see “Terms of the Offer” on page 567.
577In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional
Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10
Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be
widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating
the change on the websites of the BRLM and at the terminals of the members of the Syndicate.
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 Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.
578OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, 2013, the SCRA,
the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer, including in relation to the process for Bids by UPI Bidders. The investors should note that the details
and process provided in the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the
Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
designated date; (viii) disposal of applications and electronic registration of bids; (ix)submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xi) applicable provisions of the Companies Act,
2013 relating to punishment for fictitious applications; (xii) mode of making refunds; (xiii) Designated Date; (xiv)
disposal of applications; and (xv) interest in case of delay in Allotment or refund.
This Updated Draft Red Herring Prospectus-I has been filed with SEBI and the Stock Exchanges under Chapter
IIA of the SEBI ICDR Regulations and in compliance with the other applicable provisions of the SEBI ICDR
Regulations. In terms of Regulation 59C(5) of the SEBI ICDR Regulations, our Company shall, after filing this
Updated Draft Red Herring Prospectus-I with SEBI and the Stock Exchanges, publish an advertisement, in the
form prescribed under the SEBI ICDR Regulations, in all editions of English national daily newspaper, The
Financial Express, all editions of Hindi national daily newspaper, Jansatta and Surat edition of the Gujarati
daily newspaper Gujaratmitra & Gujarat Darpan (Gujarati being the regional language of Gujarat, where our
Registered and Corporate Office is located) each with wide circulation, disclosing the fact of the filing of this
Updated Draft Red Herring Prospectus-I.
Subject to market conditions and other regulatory approvals, after complying with observations issued by SEBI
and the Stock Exchanges on the Pre-filed Draft Red Herring Prospectus and post incorporation of other updates,
our Company has submitted this Updated Draft Red Herring Prospectus – I with SEBI and the Stock Exchanges.
This Updated Draft Red Herring Prospectus – I will be made public for comments, if any, for a period of at least
21 days from the date of filing of this Updated Draft Red Herring Prospectus – I with SEBI and the Stock
Exchanges and will be available on the websites of our Company, SEBI, the Stock Exchanges and the BRLM. Our
Company will file the Updated Draft Red Herring Prospectus – II with SEBI, if required, post incorporation of
changes pursuant to comments from public, if any, on this Updated Draft Red Herring Prospectus – I, along with
any changes and observations issued by SEBI and post incorporation of other updates, if any, prior to the filing
of the Red Herring Prospectus with the Registrar of Companies.
The SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 has
consolidated and rescinded the aforementioned circulars, to the extent they relate to the SEBI ICDR Regulations.
These circulars are effective for initial public offers opening on/or after May 1, 2021, and the provisions of these
circulars, as amended, are deemed to form part of this Red Herring Prospectus. Pursuant to the SEBI ICDR
Master Circular, a chapter-wise framework for compliance with various obligations under the SEBI ICDR
Regulations was introduced, including with regards to UPI Phase III. Accordingly, subject to any circulars,
clarification or notification issued by the SEBI from time to time, this Offer will be undertaken pursuant to the
processes and procedures prescribed under the SEBI ICDR Master Circular, subject to any circulars,
clarifications or notifications which may be issued by the SEBI.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead manager shall continue to coordinate with
intermediaries involved in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in
accordance with the applicable laws. The BRLM shall, in their sole discretion, identify and fix the liability on
579such intermediary or entity responsible for such delay in unblocking. Further, SEBI vide the SEBI ICDR Master
Circular, has reduced the timelines for refund of Application money to two days. The BRLM shall be the nodal
entity for any issues arising out of public issuance process.
Our Company, the Promoter Selling Shareholder, members of the Syndicate do not accept any responsibility for
the completeness and accuracy of the information stated in this section and the GID and are 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 the Red Herring Prospectus and the
Prospectus, when filed.
Further, our Company, the Promoter Selling Shareholder and the Members of the Syndicate are not liable for any
adverse occurrences consequent to the implementation of the UPI Mechanism for application in the Offer.
Pursuant to NSDL circular number NSDL/CIR/II/28/2023 dated August 8, 2023 and CDSL circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023, our Company may request the Depositories to suspend/
freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars,
our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the
date of the Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The
shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the Registrar for
facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company
and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with
applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares
under suspended ISIN through corporate action. The transfer request shall be accepted by the Depositories from
our Company till one day prior to Bid/ Offer Opening Date.
Book Building Procedure
This Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations. The Offer is being made through the Book Building Process and is in compliance with Regulation
6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not
more than 50% of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company in
consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor
Investors at the Anchor Investor Allocation Price on a discretionary basis in consultation with the BRLM and in
accordance with the SEBI ICDR Regulations, of which 40% of the Anchor Investor Portion within the limits
specified under SEBI ICDR Regulations shall be reserved (i) 33.33% 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 and (ii) 6.67% for life insurance companies and pension funds. Any under-subscription in the
reserved category specified for such life insurance companies and pension funds may be allocated to domestic
mutual funds. In the event of under-subscription, or non-allotment in the Anchor Investor Portion, the balance
Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be
available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, subject to availability of Equity
Shares in the respective categories, not less than 15% of the Offer shall be available for allocation to Non-
Institutional Bidders out of which (a) one third of such portion shall be reserved for applicants with application
size of more than ₹200,000 and up to ₹1,000,000; and (b) two third of such portion shall be reserved for applicants
with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not less than
35% of the Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Offer Price.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill over from any other category or combination of
categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager, and
the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-
subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category
or a combination of categories.
580Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification
dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March
28, 2023 read with subsequent circulars issued in relation thereto. .
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID (for UPI Bidders), shall be treated as incomplete and will be
rejected. Bidders will not have the option of being Allotted Equity Shares in physical form.
However, they may get the Equity Shares dematerialised subsequent to Allotment of the Equity Shares in
the Offer, subject to applicable laws.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular
in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be
made in compliance with circulars prescribed by SEBI and applicable law.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. Our Company will be required to appoint one of the SCSBs as the 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.
NPCI through its circular number NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, inter alia, has
enhanced the per transaction limit from ₹200,000 to ₹500,000 for applications using UPI in initial public offerings.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹
500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of
linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“UPI Streamlining Circular”), to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, SEBI has set out specific
requirements for redressal of investor grievances for applications that have been made through the UPI
Mechanism. The requirements of the UPI Streamlining Circular include, appointment of a nodal officer by the
SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking
and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or
deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later
than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts
within the timeline would result in the SCSBs being penalised under the relevant securities law. Further, in terms
of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application
made by the SCSBs to the Book Running Lead Manager, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the Book Running Lead Manager. Additionally, if there is any delay in the redressal of investors’ complaints,
the relevant SCSB as well as the post – Offer Book Running Lead Manager will be required to compensate the
concerned investor.
Further, in accordance with the SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid
cum Application Form submitted with any of the entities mentioned herein below:
(i) a syndicate member;
(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website of
the stock exchange as eligible for this activity);
581(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this
activity); or
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange
as eligible for this activity).
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process, which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to
participate in the Offer through the ASBA process.
UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and
the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. UPI Bidders may also
apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective
ASBA Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA
Forms that do not contain such details are liable to be rejected. Applications made by the UPI Bidders using third
party bank account or using third party linked bank account UPI ID are liable for rejection.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts
to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI ICDR Master Circular.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders, may submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms
with the SCSBs (except UPI Bidders).
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an
amount equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid. as the application
made by a ASBA Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the
investor’s bank accounts, pursuant to the SEBI ICDR Master Circular.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors,
the Anchor Investor Application Form will be available with the BRLM.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders [●]
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are [●]
foreign corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered
multilateral and bilateral development financial institutions applying on a repatriation basis
Anchor Investors [●]
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM.
582In case of ASBA forms (except ASBA forms submitted by UPI Bidders), the relevant Designated Intermediaries
(other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective SCSB, where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. Further, SCSBs shall
upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the
electronic bidding system of the Stock Exchanges and the Stock Exchanges 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. The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with
a mandatory confirmation on application monies blocked. For UPI Bidders, the 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. The Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a
continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of
funds.
For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on
a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI
Bidders for blocking of funds.The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to
UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid
entered in the Stock Exchanges bidding platform, and the liability to compensate the UPI Bidders in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), 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 Bank(s) and the issuer bank. The Sponsor Bank(s) and the
Bankers to the Offer shall provide the audit trail to the Book Running Lead Manager for analysing the same and
fixing liability.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book Running Lead
Manager in the format and within the timelines as specified under the SEBI UPI Circulars. Sponsor Bank(s) and
issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement
cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
Pursuant to NSE circular number 23/2022 dated July 22, 2022 and BSE circular number 20220722-30 dated July
22, 2022, has mandated that trading members, Syndicate Members, RTA and Depository Participants shall submit
Syndicate ASBA bids above ₹500,000 and NIB and QIB bids above ₹200,000, through SCSBs only.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock
including details specified in SEBI ICDR Master Circular to the extent applicable, and not rescinded by the SEBI
ICDR Master Circular. In accordance with BSE Circular No. 20220803-40 and NSE Circular No. 25/2022, each
dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm IST on
the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders 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. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period
until the Cut-Off Time.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer
Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.
The processing fees for applications made by the UPI Bidders may be released to the SCSBs only after such
SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed
by SEBI or applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on
or after September 1, 2022:
583a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date
and existing process of UPI bid entry by Syndicate Members, Registrars to the Offer and Depository
Participants shall continue till further notice.
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on
T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1
day shall be discontinued.
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period
up to 5:00 pm on the initial public offer closure day.
Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest
status as RC 100 – Block Request Accepted by Bidder/ Client.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities for
Book Building on a regular basis before the closure of the Offer, subject to applicable laws.
b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as
may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given until 5:00 pm IST on the Bid/Offer Closing Date to modify
select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) send the bid information to the Registrar to the Offer for further processing.
d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their
bids.
Participation by Promoters and Promoter Group of our Company, the BRLM associates and affiliates of
the BRLM and the Syndicate Member and the persons related to the Promoters/ Promoter Group/the
BRLM and the Syndicate Member.
The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares in this Offer in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the
BRLM and the Syndicate Members may Bid for Equity Shares in the Offer, either in the QIB Portion or in the
Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis
or in any other manner as introduced under applicable laws and such subscription may be on their own account
or on behalf of their clients. All categories of investors, including associates or affiliates of the BRLM and
Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Neither (i) the BRLM or any associates of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs other than individuals, corporate bodies and
family offices which are associates of the BRLM) or pension fund sponsored by entities which are associate of
the BRLM nor; (ii) any person related to the Promoters or Promoter Group shall apply in the Offer under the
Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an associate of the BRLM, if: (a) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other;
or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM.
584Except for the Promoter Selling Shareholder offering his Equity Shares in the Offer for Sale, the Promoter Group
will not participate in the Offer.
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, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the 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
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour). Only Bids accompanied by payment in Indian Rupees or freely
convertible foreign exchange will be considered for Allotment.
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI
Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB
(if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI
Bidders) 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 authorize
their respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request
(in case of UPI Bidders) 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. Eligible NRIs applying on a non-repatriation basis in
the Offer through the UPI Mechanism are advised to enquire with their relevant bank, whether their account is
UPI linked, prior to submitting a Bid cum Application Form.
Participation of Eligible NRIs in the Offer shall be subject to compliance with the FEMA Rules. In accordance
with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the
total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each
series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of
all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or
shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant.
Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by
the general body of the Indian company.
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, 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.
For further details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” on page 601.
Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by
payment in Indian rupees or fully converted foreign exchange will be considered for Allotment. By way of Press
Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by
an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for
calculation of indirect foreign investment.
Bids by HUFs
585Bids by Hindu Undivided Families or HUFs should be made, in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or First Bidder/applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at
par with Bids/Applications from individuals.
Bids by FPIs
An FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognised
stock exchange in India, and/or may purchase or sell securities other than equity instruments.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be
specified by the Government from time to time.
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our total paid-up Equity Share capital on a fully diluted basis. Further,
in terms of the FEMA NDI Rules, the total holding by each FPI (or a group) shall be less than 10% of the total
paid-up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments
shall be sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of our
Company on a fully diluted basis.
In terms of the FEMA NDI Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included.
In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share
capital, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants issued that may be issued by our Company, the total investment made by the FPI will be
re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company
and the investor will be required to comply with applicable reporting requirements.
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 and the
Promoter Selling Shareholder 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 ([●] in colour).
As specified in the General Information Document, it is hereby clarified that bids received from FPIs bearing the
same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the
multiple investment manager structure in accordance with SEBI master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 (“MIM Structure”), provided such Bids have been
made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that
multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be
rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different
beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of
their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and
indicate the name of their respective investment managers in such confirmation. In the absence of such
confirmation from the relevant FPIs, such multiple Bids are liable to be rejected. Further, in the following cases,
the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name
of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which
have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate
class of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at
investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment
strategies/sub-funds with identifiable differences and managed by a single investment manager; (v) multiple
branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related
investors registered as Category 1 FPIs; (vii) Entities registered as Collective Investment Scheme having multiple
share classes; (viii) Multiple branches in different jurisdictions of foreign bank registered as FPIs; (ix)
Government and Government related investors registered as Category 1 FPIs; and (x) Offshore derivative
instruments which have obtained separate FPI registration for ODI and proprietary derivative investments.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
586Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for 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 issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1) of
the SEBI FPI Regulations; and
b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.
Participation of FPIs in the Offer shall be subject to the FEMA NDI Rules.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIBs
should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI
Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further,
please note that as disclosed in this Updated Draft Red Herring Prospectus-I read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that
can be held under applicable laws or regulations or maximum amount permissible under applicable laws or
regulations, or under the terms of the Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be
rejected.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air
force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million and pension funds with a minimum corpus of ₹ 250
million, registered with the Pension Fund Regulatory and Development Authority established under sub-section
(1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013 (in each case, subject to
applicable law and in accordance with their respective constitutional documents), a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum
of association and articles of association and/or bye laws, as applicable must be lodged along with the Bid cum
Application Form. Failing this, our Company and the Promoter Selling Shareholder reserve the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reasons thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI FVCI Regulations as amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs
registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions
587on AIFs. Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should
not exceed 25% of the corpus of the VCF or FVCI. Further, subject to FEMA NDI Rules, VCFs and FVCIs can
invest only up to 33.33% of the investible funds in various prescribed instruments, including in public offerings.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in an investee company
directly or through investment in the units of other AIF. A Category III AIFs cannot invest more than 10% of the
investible funds in an investee company directly or through investment in the units of other AIF. A VCF registered
as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible
funds by way of subscription to an initial public offering of a venture capital undertaking. Pursuant to the repeal
of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations
shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF
Regulations. Our Company, the Promoter Selling Shareholder and the Book Running Lead Manager will not be
responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.
Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA NDI Rules.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least six months from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.
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.
Bids by Limited Liability Partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves
the right to reject any Bid without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with 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 BRLM,
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 Direction - Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company, not being its subsidiary engaged in non-financial services, or 10% of the banking company’s own paid-
up share capital and reserves, whichever is less. Further, the aggregate investment by a banking company in
subsidiaries and other entities engaged in financial and non-financial services company cannot exceed 20% of the
bank’s paid-up share capital and reserves.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-
up share capital of such investee company, subject to prior approval of the RBI, 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 doesn’t apply to the cases mentioned in (i) and (ii) above.
Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking
company’s paid up share capital and reserves.
The 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 investment in a (i) subsidiary
588or a financial services company that is not a subsidiary (with certain exceptions prescribed); and (ii) 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 Master Direction - 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 bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively,
issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such applications.
Bids by Insurance Companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM reserves the right to reject any Bid without assigning any reason thereof, subject to
applicable law.
The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of
India (Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), read with the
Investments – Master Circular dated October 27, 2022, each as amended, are broadly set forth below:
(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the
investment assets in all companies belonging to the group, whichever is lower; and
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12% of outstanding equity shares (face value)
for insurers with investment assets of ₹500,000 million or more but less than ₹2,500,000 million.
Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for
specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
Bids by Provident Funds/Pension Funds
In case of Bids made by provident funds/pension funds with minimum corpus of ₹250 million, registered with the
Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension
Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any
Bid, without assigning any reason thereof.
Bids by Systemically Important Non-Banking Financial Companies
589In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified
copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements
on a standalone basis, (iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may
be required by the Systemically Important Non-Banking Financial Companies, are required to be attached to the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject
any Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs
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.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section,
the key terms for participation by Anchor Investors are provided below.
1. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the Book Running Lead Manager.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 100
million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application
size of ₹ 100 million.
3. Forty percent of the Anchor Investor Portion within the limits specified under SEBI ICDR Regulations
shall be reserved (i) 33.33 percent one-third shall be reserved for domestic Mutual Funds; subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price and
(ii) 6.67 percent for life insurance companies and pension funds. Any under-subscription in the reserved
category specified for such life insurance companies and pension funds may be allocated to domestic
mutual funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/Offer Opening Date and will
be completed on the same day.
5. Our Company in consultation with the BRLM will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will
not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor
Portion is up to ₹100 million; (b) minimum of two and maximum of 15 Anchor Investors, where the
allocation under the Anchor Investor Portion is more than ₹ 100 million but up to ₹2,500 million, subject
to a minimum Allotment of ₹ 50 million per Anchor Investor; and (c) in case of allocation above ₹2,500
million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15
Anchor Investors for allocation up to ₹ 2,500 million, and an additional 15 Anchor Investors for every
additional ₹ 2,500 million, subject to minimum Allotment of ₹ 50 million per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the Book Running Lead Manager before the Bid/Offer Opening Date,
through intimation to the Stock Exchanges.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8. If the 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 on the Anchor Investor Pay-in Date specified in the CAN. 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. Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI
590ICDR Regulations. 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90
days from the date of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days
from the date of Allotment.
10. Neither the (a) Book Running Lead Manager or any associate of the Book Running Lead Manager (other
than mutual funds sponsored by entities which are associate of the Book Running Lead Manager or
insurance companies promoted by entities which are associate of the Book Running Lead Manager or
Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the Book Running
Lead Manager or FPIs, other than individuals, corporate bodies and family offices, sponsored by the
entities which are associate of the Book Running Lead Manager) or pension fund sponsored by entities
which are associate of the Book Running Lead Manager nor (b) the Promoters, Promoter Group or any
person related to the Promoters or members of the Promoter Group shall apply under the Anchor
Investors category.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
For more information, please read the General Information Document.
The information set out above is given for the benefit of the Bidders. Our Company, our Promoter Selling
Shareholder and the Book Running Lead Manager are not liable for any amendments or modification or
changes to applicable laws or regulations, which may occur after the date of this Updated Draft Red
Herring Prospectus-I. Bidders are advised to make their independent investigations and ensure that any
single Bid from them does not exceed the applicable investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or regulations, or as will be specified in the Red
Herring Prospectus and the 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, the Promoter Selling Shareholder
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 the Pre-filed Draft Red Herring Prospectus or this Updated
Draft Red Herring Prospectus - I; nor does it warrant that the Equity Shares will be listed or will continue to be
listed on the Stock Exchanges.
The Offer shall be opened after at least three Working Days from the date of filing of the Red Herring Prospectus
with the RoC.
General Instructions
QIBs and Non-Institutional Bidders are not allowed 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. Anchor Investors are not allowed to withdraw
their Bids after the Anchor Investor Bidding Date. RIBs can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until Bid/ Offer Closing Date.
Do’s:
5911. Ensure that your PAN is linked with Aadhaar and you are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020 and press release dated June 25, 2021, September 17, 2021, March 30,
2022 and March 28, 2023;
2. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their
Bids through the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA
Account (i.e., bank account number) in the Bid cum Application Form if you are not an UPI Bidder in the
Bid cum Application Form and if you are an UPI Bidder ensure that you have mentioned the correct UPI ID
(with maximum length of 45 characters including the handle), in the Bid cum Application Form;
6. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in
the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the
name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the
prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the
manner set out in the GID;
8. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
9. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account
maintained with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries;
10. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by the
account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank account
number in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders);
11. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
12. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your Bid
options from the concerned Designated Intermediary;
13. The ASBA bidders shall ensure that bids above ₹ 500,000, are uploaded only by the SCSBs;
14. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms;
15. UPI Bidders Bidding in the Offer to ensure that they shall use only their own ASBA Account or only their
own bank account linked UPI ID) to make an application in the Offer and not ASBA Account or bank account
linked UPI ID of any third party;
16. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs
and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
17. UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own bank
account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and not ASBA
Account or bank account linked UPI ID of any third party;
59218. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;
19. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form,
or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum
Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting
their Bids and participating in the Offer, ensure that you authorise the UPI Mandate Request, including in
case of any revision of Bids, raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount
and subsequent debit of funds in case of Allotment;
20. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from
the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by
persons resident in the state of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir- 8 /2006 dated
July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders
should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government
and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the
Demographic Details received from the respective depositories confirming the exemption granted to the
beneficial owner by a suitable description in the PAN field and the beneficiary account remaining in “active
status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the
same. All other applications in which PAN is not mentioned will be rejected;
21. Ensure that the Demographic Details are updated, true and correct in all respects;
22. 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;
23. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;
24. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents including a copy of the power of attorney, if applicable, are submitted;
25. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and
Indian laws;
26. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which the
UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to
authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
27. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form
and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the
online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches
with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database;
28. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the
RIB’s ASBA Account;
29. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m.
IST on the Bid/ Offer Closing Date;
30. Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;
31. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP
593IDs, 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;
32. Bids by Eligible NRIs for a Bid Amount of less than ₹200,000 would be considered under the retail category
for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the
non-institutional category for allocation in the Offer;
33. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon
the authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to have verified the
attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed
to block the entire Bid Amount and authorised the Sponsor Banks to block the Bid Amount mentioned in the
Bid Cum Application Form;
34. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for
Anchor Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that
the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one
branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is
available on the website of SEBI at www.sebi.gov.in);
35. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA
account under the ASBA process. In case of RIBs, once the Sponsor Bank(s) issues the Mandate Request, the
RIBs would be required to proceed to authorize the blocking of funds by confirming or accepting the UPI
Mandate Request to authorize the blocking of funds equivalent to application amount and subsequent debit
of funds in case of Allotment, in a timely manner; and
36. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the revised
UPI Mandate Request generated by the Sponsor Bank(s) to authorize blocking of funds equivalent to the
revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner.
37. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is
not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019 is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;
5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
594process;
10. Do not submit the Bid for an amount more than funds available in your ASBA account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;
12. In case of ASBA Bidders, do not submit more than one ASBA Form from an ASBA Account;
13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders, in the UPI linked bank account where
funds for making the Bid are available;
14. If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
15. Anchor Investors should not Bid through the ASBA process;
16. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;
17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
18. Do not submit the General Index Register (GIR) number instead of the PAN;
19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
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 a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
24. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case may
be, after you have submitted a Bid to any of the Designated Intermediaries;
25. Do not Bid for Equity Shares more than what is specified for each category;
26. If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/Offer Closing Date (for online
applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);
27. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Offer
size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws
or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of
the Red Herring Prospectus;
28. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw their Bids
on or before the Bid/ Offer Closing Date;
29. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI
Bidder, do not submit the ASBA Form directly with SCSBs;
30. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and
using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party
linked bank account UPI ID;
31. Do not Bid if you are an OCB;
59532. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications
which is not mentioned in the list provided on the SEBI website is liable to be rejected;
33. Do not submit the Bid cum Application Forms to any non-SCSB bank;
34. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of Bids
submitted by UPI Bidder);
35. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Bidders);
36. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by UPI Bidders; and
37. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹500,000.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested
to note that Bids maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not listed
on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a third-
party linked bank account UPI ID (subject to availability of information regarding third-party account from
Sponsor Bank(s));
6. Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Manager;
7. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;
8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI
IDs;
9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
10. Bids submitted without the signature of the First Bidder or sole Bidder;
11. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
12. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
13. GIR number furnished instead of PAN;
14. Bids by RIBs with Bid Amount of a value of more than ₹200,000;
15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
16. Bids accompanied by stock invest, money order, postal order, or cash; and
17. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/Offer Closing Date and
596Bids by RIBs uploaded after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock
Exchanges. On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for
uploading Bids received RIBs, after taking into account the total number of Bids received and as reported by
the BRLM to the Stock Exchanges.
Further, in case of any pre-Offer or post -Offer related issues regarding share certificates/ demat credit/refund
orders/unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For further
details of our Company Secretary and Compliance Officer, see “General Information” and “Our Management”
on pages 101 and 346, respectively.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Offer
Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead
Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI
circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the Book Running Lead Manager and
the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with
the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Offer through the
Pre-filed Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus except in case of
oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer may be made for the
purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs, Non-Institutional Bidders and Anchor
Investors shall be on a proportionate basis within the respective investor categories and the number of securities
allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum
application size as determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a
discretionary basis.
The Allotment to each Non-Institutional Bidders shall not be less than the minimum application size, subject to
the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall
be allotted on a proportionate basis, in accordance with the conditions specified in the SEBI ICDR Regulations.
The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability
of shares in RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Payment into Anchor Investor Escrow Accounts
Our Company, in consultation with the BRLM, will decide the list of Anchor Investors to whom the CAN will be
sent, pursuant to which, the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Anchor Investor
Escrow Account should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
597Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Promoter Selling Shareholder, the Syndicate, the Escrow Banks and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Offer advertisement, in the form prescribed under the SEBI ICDR Regulations, in all
editions of English national daily newspaper The Financial Express, all editions of Hindi national daily newspaper
Jansatta and Surat edition of Gujarati national daily newspaper Gujaratmitra & Gujarat Darpan (Gujarati being
the regional language of Gujarat, where our Registered Office is located), each with wide circulation.
In the pre-Offer advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment advertisement
Our Company, the Book Running Lead Manager and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of English national
daily newspaper The Financial Express, all editions of Hindi national daily newspaper Jansatta and Surat edition
of Gujarati national daily newspaper Gujaratmitra & Gujarat Darpan (Gujarati being the regional language of
Gujarat, where our Registered Office is located), each with wide circulation.
The allotment advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to
the Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock
Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval
from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading
approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and
trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, then the
allotment advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to the
Offer, following the receipt of final listing and trading approval from all the Stock Exchanges.
The information set out above is given for the benefit of the Bidders/applicants. Our Company, the
Promoter Selling Shareholder and the Book Running Lead Manager is not liable for any amendments or
modification or changes in applicable laws or regulations, which may occur after the date of this Updated
Draft Red Herring Prospectus-I. Bidders/applicants are advised to make their independent investigations
and ensure that the number of Equity Shares Bid for do not exceed the prescribed limits under applicable
laws or regulations.
Signing of the Underwriting Agreement and Filing with the RoC
(a) Our Company, the Promoter Selling Shareholder and the Underwriters intend to enter into an
Underwriting Agreement after the finalisation of the Offer Price, but prior to filing of the Prospectus.
(b) After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with
applicable law. The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price,
the Offer size, and underwriting arrangements and will be complete in all material respects.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). For
more information, see “Terms of the Offer” on page 567.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
598satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days
of the Bid/ Offer Closing Date or such other period as may be prescribed;
• if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
2013, the SEBI ICDR Regulations and applicable law for the delayed period;
• the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be
made available to the Registrar to the Offer by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within time prescribed under applicable law,
giving details of the bank where refunds shall be credited along with amount and expected date of
electronic credit of refund;
• Promoter’s 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;
• that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing
Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were
published. The Stock Exchanges shall be informed promptly;
• that if the Offer is withdrawn after the Bid/ Offer Closing Date, our Company shall be required to file a
fresh Offer document with SEBI, in the event a decision is taken to proceed with the Offer subsequently;
and
• There will be no further issue of Equity Shares whether by way of issue of bonus shares, rights issue,
preferential issue or any other manner during the period commencing from the date of filing of this
Updated Draft Red Herring Prospectus-I until the listing of the Equity Shares on the Stock Exchanges
pursuant to the Offer or all application moneys have been refunded to the Anchor Investors, or the
application moneys are unblocked in the ASBA Accounts on account of non-listing, under-subscription
etc., as the case may
Undertakings by the Promoter Selling Shareholder
The Promoter Selling Shareholder, in respect of himself as a Promoter Selling Shareholder and the Equity Shares
offered by him in the Offer, undertakes the following in respect of himself and the Offered Shares:
• the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations;
• that he shall provide such reasonable assistance to our Company and the BRLM in redressal of such
investor grievances that pertain to the Offered Shares;
• he shall deposit the Offered Shares in an escrow demat account in accordance with the Share Escrow
Agreement;
• he is the legal and beneficial owner of the Offered Shares that such Offered Shares shall be transferred
in the Offer, free from liens, charges and encumbrances; and
• he shall not have recourse to the proceeds of the Offer, until the final approval for listing and trading of
the Equity Shares from the Stock Exchanges where listing is sought has been received.
The statements and undertakings provided above, in relation to the Promoter Selling Shareholder, are statements
which are specifically confirmed or undertaken by the Promoter Selling Shareholder in relation to himself and the
Offered Shares. All other statements or undertakings or both in this Updated Draft Red Herring Prospectus-I in
599relation to the Promoter Selling Shareholder, shall be statements made by our Company, even if the same relate
to the Promoter Selling Shareholder.
Utilisation of Offer Proceeds
Our Company and the Promoter Selling Shareholder, specifically confirm that all monies received out of the Offer
shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3)
of Section 40 of the Companies Act, 2013.
Further, details of all utilised monies out of the Offer shall be disclosed, and continued to be disclosed till any part
of the Offer proceeds remains unutilised, under an appropriate separate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised or invested.
Details of all unutilized monies out of the Offer, if any shall be disclosed under an appropriate separate head in
the balance sheet of our Company indicating the form in which such unutilized monies have been invested
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹1 million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1.00 million or
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 years or with fine which
may extend to ₹5.00 million or with both.
600RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. The responsibility of granting approval for foreign investment under the
Consolidated FDI Policy (defined herein below) and FEMA has been entrusted to the concerned ministries /
departments.
The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
(formerly Department of Industrial Policy and Promotion), Government of India (“DPIIT”) issued the
Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15, 2020 (the “Consolidated
FDI Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect prior to October 15, 2020. The transfer of shares between an
Indian resident and a non-resident does not require the prior approval of the RBI, provided that: (i) the activities
of the investee company are under the automatic route under the foreign direct investment policy and transfer does
not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the
sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI. The RBI and the concerned ministry/department are responsible for granting the
approval for foreign investment under the FDI Circular and FEMA.
As per the FDI Policy, FDI in companies engaged in construction development, which is the sector in which our
Company operates, is permitted up to 100% of the paid-up share capital of such company under the automatic
route.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the Consolidated FDI
Policy and the FEMA Rules has been amended to state that all investments under the foreign direct investment
route by entities of a country which shares land border with India or where the beneficial owner of an investment
into India is situated in or is a citizen of any such country will require prior approval of the Government of India.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in
India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview,
such subsequent change in the beneficial ownership will also require approval of the Government of India.
Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a
multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor
shall any country be treated as the beneficial owner of the investments of such bank of fund in India.
With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral caps applicable to our
Company. Each Bidder should seek independent legal advice about its ability to participate in the Offer and in
our Company. In the event a 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.
Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the Consolidated FDI
Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance
with the guidelines prescribed by the SEBI/RBI.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-resident Indians” and “Offer Procedure – Bids by Foreign Portfolio Investors” on page 585 and
586, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer.
For further details, see “Offer Procedure” beginning on page 579.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling
Shareholder, 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 Updated Draft Red Herring Prospectus-I.
601Bidders are advised to make their independent investigations and ensure that the number of Equity Shares
Bid for does not exceed the applicable limits under laws or regulations.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such
Equity Shares are being offered and sold outside of the United States in “offshore transactions” as defined
in, and in reliance on, Regulation S and the applicable laws of the jurisdictions where those offers and sales
occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
602SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
STEAMHOUSE INDIA LIMITED
APPLICABILITY OF TABLE F
Subject as hereinafter provided and in so Far as these presents do not modify or exclude them, the
regulations contained in Table 'F' of Schedule I of the Companies Act, 2013, as amended, shall apply
to the Company only to the extent that the same are not specifically provided for in these Articles
and so far as they are not inconsistent with any of the provisions contained in these Articles or
modification thereof, subject to the requirements of the Companies Act, 2013, or are not expressly
or by implication excluded from these Articles.
The regulations for the management of the Company and for the observance of the members thereto and
their representatives, shall, subject to any exercise of the statutory powers of the Company with
reference to the deletion or alteration of or addition to its regulations by Special Resolution as prescribed
or permitted by the Companies Act, 2013, as untended, be such as are contained in these Articles.
I. DEFINITIONS AND INTERPRETATION
1. In these Articles:
(i) Unless the context otherwise requires, words or expressions contained in these Articles shall beat' the
same meaning as in the Act or any statutory modifications thereof in force at the date on which the
Articles become binding on the Company. In these Articles:
"Act" means Companies Act, 2013 of India and all rules, notifications, circulars and clarifications issued
thereunder, along with any amendments, re-enactments or other statutory modifications thereof for the
time being in force.
"Alternate Director" shall have the meaning assigned to it in Article 127 of these Articles.
"Annual General Meeting" means the annual General Meeting held in accordance with Section 96 of
the Act.
"Articles" means the articles of association of the Company as amended from time to time in accordance
with the Act.
"Auditors" shall mean and include those persons appointed as such for the time being by the Company.
"Beneficial Owner" means the beneficial owner as defined in clause (a) of sub-section (1) of Section 2
of the Depositories Act, 1996, as amended.
“Board” or “Board of Directors” means the board of Directors of the Company as constituted from
time to time in accordance with Law and the terms of these Articles.
“Board Meeting” means a meeting of the Directors duly called, constituted and held or as the case may
be, the Directors assembled at a Board, or the requisite number of Directors entitled to pass a circular
resolution in accordance with these Articles and the Act.
“Company” means STEAMHOUSE INDIA LIMITED, a company incorporated under the Companies
603Act, 2013.
“Chairman” or “Chairperson” means the chairperson of the Board of Directors for the time being of
the Company or the person elected or appointed to preside over the Board or/and General meetings of
the Company.
“Debenture” includes debenture stock, bonds or any other instrument evidencing a debt, whether
constituting a charge on the assets of the Company, or not.
“Depositories Act” means the Depositories Act, 1996, as amended or any statutory modification or re-
enactment thereof for the time being in force.
“Depository” means a Depository as defined under clause (e) of sub-Section (1) of Section 2 of the
Depositories Act and includes a company registered under the Act, which has been granted a Certificate
of Registration under sub section 1(A) of section 12 of the Securities and Exchange Board of India Act,
1992, as amended.
“Director” means a director of the Board appointed from time to time in accordance with the terms of
these Articles and the provisions of the Act.
“Dividend” means the dividend including the interim dividend, as defined under the Act.
“Equity Share Capital” means in relation to the Company, its equity Share capital within the meaning
of Section 43 of the Act, as amended from time to time.
“Encumbrance” means any encumbrance, including, without limitation, charge, claim, community
property interest, pledge, hypothecation, condition, equitable interest, lien (statutory or other), deposit
by way of security, bill of sale, option or right of pre-emption, beneficial ownership (including usufruct
and similar entitlements), option, security interest, mortgage, easement, encroachment, public / common
right, right of way, right of first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income or exercise of any other attribute of ownership, any provisional,
conditional or executional attachment and any other interest held by a third party.
“Fully Diluted Basis” means the total classes of Shares outstanding on a particular date, combined with
all outstanding options, warrants, convertible securities of all kinds, any other arrangements relating to
the Company’s equity or any other instrument, all on an “as if converted” basis. For the purposes of this
definition, “as if converted” basis shall mean as if such instrument, option or security had been converted
into equity Shares of the Company in accordance with the terms of its issuance.
“General Meeting” means any duly convened meeting of the Shareholders of the Company and includes
an extra-ordinary General Meeting.
“Independent Director” shall have the meaning assigned to the said term under the Act and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.
“INR” or “Rs.” means the Indian Rupee, the currency and legal tender of the Republic of India.
“Law” includes all Indian statutes, enactments, acts of legislature or parliament, laws, ordinances, rules,
bye-laws, regulations, circulars, notifications, guidelines, policies, directions, determinations,
directives, writs, decrees, injunctions, judgments, rulings, awards, clarifications and other delegated
legislations and orders of any governmental authority (including but not limited to the Reserve Bank of
India Act, 1934, as amended and any applicable rules, regulations and directives of the Reserve Bank
of India), statutory authority, tribunal, board, court, stock exchange or other judicial or quasi-judicial
adjudicating authority and, if applicable, foreign law, international treaties, protocols and regulations.
“Managing Director” means a director who, by virtue of these Articles or an agreement with the
Company or a resolution passed in the General Meeting, or by the Board of Directors, is entrusted with
substantial powers of management of the affairs of the company and includes a director occupying the
position of managing director, by whatever name called.
604“Member” means a member of the Company within the meaning of sub-Section 55 of Section 2 of the
Act, as amended from time to time.
“Memorandum” means the memorandum of association of the Company, as amended from time to
time.
“Ordinary Resolution” shall have the meaning assigned to it in Section 114 of the Act.
“Original Director” shall have the meaning assigned to it in Article 127 of these Articles.
“Paid up Capital” means such aggregate amount of money credited as paid-up as is equivalent to the
amount received as paid up in respect of Shares issued by the Company and also includes any amount
credited as paid-up in respect of Shares of the Company, but does not include any other amount received
in respect of such Shares, by whatever name called.
“Person” means any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, partnership, unlimited or limited liability company, joint
venture, governmental authority, Hindu undivided family, trust, union, organization or any other entity
that may be treated as a person under applicable Law.
“Preference Share Capital” means in relation to the Company, its preference Share capital within the
meaning of Section 43 of the Act, as amended from time to time.
“Proxy” means an instrument whereby any person is authorized to vote for a member at a General
Meeting on a poll and shall include an attorney duly constituted under a power-of attorney.
“Public Company” The Company is a public company within the meaning of the Act.
“Registrar” or “RoC” or “Registrar of Companies” means Registrar of Companies, Ahmedabad.
“RBI” means the Reserve Bank of India.
“Seal” means the common seal of the Company.
“SEBI” means Securities and Exchange Board of India.
“Secretary” or “Company Secretary” means company secretary as defined in clause (c) of sub-section
(1) of section 2 of the Company Secretaries Act, 1980, as amended, who is appointed by the Company
to perform the functions of a company secretary under the Act.
“Securities” have the meaning assigned to the term in clause (h) of section 2 of the Securities Contract
(Regulation) Act, 1956, as may be amended from time to time.
“Shares” means a share in the Share Capital of the Company and includes stock.
“Share Capital” means the Equity Share Capital and Preference Share Capital of any face value together
with all rights, differential rights, obligations, title, interest and claim in such Shares and includes all
subsequent issue of such Shares of whatever face value or description, bonus Shares, conversion Shares
and Shares issued pursuant to a stock split or the exercise of any warrant, option or other convertible
security of the Company.
“Shareholder” shall mean a Member of the Company.
“Special Resolution” shall have the meaning assigned to it in Section 114 of the Act.
(ii) The terms “writing” or “written” include printing, typewriting, lithography, photography and any other
mode or modes (including electronic mode) of representing or reproducing words in a legible and non-
transitory form.
(iii) The headings hereto shall not affect the construction hereof.
605(iv) Any reference to a particular statute or provisions of the statute shall be construed to include reference
to any rules, regulations or other subordinate legislation made under the statute and shall, unless the
context otherwise requires, include any statutory amendment, modification or reenactment thereof.
(v) Any reference to an agreement or other document shall be construed to mean a reference to the
agreement or other document, as amended or novated from time to time.
(vi) In these Articles, words that are gender neutral or gender specific include each gender, as the context
may require.
II. SHARE CAPITAL AND VARIATION OF RIGHTS
2. The authorized Share Capital of the Company shall be as set out in Clause V of the Memorandum of
Association with the power to increase or reduce or re-classify such capital from time to time in
accordance with the Articles and the legislative provisions for the time being in force in this regard and
with the power also to divide the Shares in the Share Capital for the time being into Equity Share Capital
and Preference Share Capital, and to attach thereto respectively any preferential, qualified or special
rights, privileges or conditions, in accordance with the provisions of the Act and these Articles.
3. Subject to the provisions of the Act, these Articles and other applicable Law, the Shares for the time
being shall be under the control of the Board, which may issue, allot or otherwise dispose of the Shares
or any of them to such persons, in such proportion, on such terms and conditions, either at a premium or
at par or at a discount (subject to compliance with Section 52 and 53 and other provisions of the Act), at
such time as it may from time to time deem fit, and with the sanction of the Company in a General
Meeting, to give to any person or persons the option or right to call for any Shares, either at par or
premium during such time and for such consideration as the Board deems fit, and may issue and allot
Shares 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. Any Shares so allotted may be issued as fully paid-up Shares
and if so issued, shall be deemed to be fully paid-up Shares. Provided that, the option or right to call for
Shares shall not be given to any person or persons without the sanction of the Company in a General
Meeting. As regards all allotments, from time to time made, the Board shall duly comply with Sections
23 and 39 of the Act, as the case may be.
4. Subject to the provisions of these Articles, the Act, other applicable Law and subject to such other
approvals, permissions or sanctions as may be necessary, the Company may issue any Shares with or
without differential rights upon such terms and conditions and with such rights and privileges (including
with regard to voting rights and dividend) as may be permitted by the Act or the applicable Law or
guidelines issued by the statutory authorities and/or listing requirements and that the provisions of these
Articles.
5. Subject to the provisions of the Act, any preference Shares may be issued on the terms that they are, or
at the option of the Company are, liable to be redeemed on such terms and in such manner as the Company
before the issue of the Shares may, by Special Resolution determine.
6. The period of redemption of such preference Shares shall not exceed the maximum period for redemption
provided under the Act.
7. Where at any time, it is proposed to increase its subscribed Share Capital by the issuance/allotment of
further Shares either out of the unissued Share Capital or increased Share Capital then, such further
Shares may be offered to:
(i) Persons who, on the date specified under Law, are holders of equity Shares of the Company,
in proportion, as nearly as circumstances admit, to the capital paid up on those Shares by
sending a letter of offer subject to the following conditions: (a) the offer shall be made by
notice specifying the number of Shares offered and limiting a time not being less than 15
(fifteen) days and not exceeding 30 (thirty) days from the date of the offer within which the
offer, if not accepted, will be deemed to have been declined; (b) the offer aforesaid shall be
deemed to include a right exercisable by the Person concerned to renounce the Shares offered
to him or any of them in favour of any other Person and the notice referred to in (a) shall
contain a statement of this right, provided that the Board may decline, without assigning any
606reason therefore, to allot any Shares to any Person in whose favour any Member may renounce
the Shares offered to him; and (c) after expiry of the time specified in the notice aforesaid, or
on receipt of earlier intimation from the Person to whom such notice is given that he declines
to accept the Shares offered, the Board may dispose of them in such manner which is not
disadvantageous to the Members and the Company;
Nothing in sub-Article (i)(b) above shall be deemed to extend the time within which the offer
should be accepted; or to authorize any Person to exercise the right of renunciation for a second
time on the ground that the Person in whose favour the renunciation was first made has declined
to take the Shares comprised in the renunciation.
(ii) employees under a scheme of employees’ stock option, subject to Special Resolution passed
by the Company and subject to such conditions as may be prescribed under the Act and other
applicable Laws; or
(iii) any Persons, whether or not those Persons include the Persons referred to in (i) or (ii) above,
either for cash or for a consideration other than cash, if the price of such Shares is determined
by the valuation report of a registered valuer, subject to compliance with the applicable
provisions of Chapter III of the Act and any other conditions as may be prescribed, if a Special
Resolution to this effect is passed by the Company in a General Meeting.
(iv) The notice referred to in Article 7(i)(a) above shall be dispatched through registered post or
speed post or through electronic mode or courier or any other mode having proof of delivery
to all the existing shareholders at least three days before the opening of the issue.
8. Nothing in Article 7 above shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option as a term attached to the Debentures issued or loan raised by the Company
to convert such Debentures or loans into Shares in the Company or to subscribe for Shares in the
Company; provided that the terms of issue of such Debentures or loan containing such an option have
been approved before the issue of such Debentures or the raising of loan by a Special Resolution adopted
by the Company in a General Meeting.
9. Save as otherwise provided in the Articles, the Company shall be entitled to treat the registered holder of
the Shares in records of the depository as the absolute owner thereof as regards receipt of dividend or
bonus or service of notices and all or any other matters connected with the Company, and accordingly,
the Company shall not, except as ordered by a Court of competent jurisdiction, or as by Law required, be
bound to recognize any equitable or other claim to or interest in such Shares on the part of any other
Person.
10. Any Debentures, debenture-stock or other Securities may be issued at a discount, premium or otherwise,
if permissible under the Act, and may be issued on the condition that they shall be convertible into Shares
of any denomination and with any privileges and conditions as to redemption, surrender, drawings,
allotment of Shares, attending (but not voting) at General Meetings, appointment of Directors and
otherwise. Debentures with the rights to conversion into or allotment of Shares shall not be issued except
with the sanction of the Company in General Meeting by a Special Resolution and subject to the
provisions of the Act.
11. The Company shall, subject to the applicable provisions of the Act, compliance with all the Laws, consent
of the Board, and consent of its Shareholders’ by way of Special Resolution, have the power to issue
American Depository Receipts or Global Depository Receipts on such terms and in such manner as the
Board deems fit including their conversion and repayment. Such terms may include at the discretion of
the Board, limitations on voting by holders of American Depository Receipts or Global Depository
Receipts, including without limitation, exercise of voting rights in accordance with the directions of the
Board.
12. If at any time the Share Capital is divided into different classes of Shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the Shares of that class) may, subject to the provisions
of the Act, and whether or not the Company is being wound up, be varied with the consent in writing of
the holders of three-fourths of the issued Shares of that class, or with the sanction of a Special Resolution
passed at a separate meeting of the holders of the Shares of that class. To every such 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.
60713. The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to
be varied by the creation or issue of further Shares ranking pari passu therewith.
14. Subject to the provisions of the Act, the Company may issue bonus Shares to its Members out of (i) its
free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any
manner as the Board may deem fit.
15. The Board of the Company may recommend an employee shares or security option scheme or plan from
time to time.
16. Subject to the provisions of the Act, the Company shall have the power to make compromise or make
arrangements with creditors and Members, consolidate, demerge, amalgamate or merge with other
company or companies in accordance with the provisions of the Act and any other applicable Laws.
III. LIEN
17. The Company shall have a first and paramount lien upon all the Shares (other than fully paid up Shares)
registered in the name of each Member (whether solely or jointly with others) to the extent of monies
called or payable in respect thereof, 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 and no equitable
interest in any Share shall be created except upon the footing and condition that this Article will have
full effect. Such lien shall extend to all dividends and bonuses from time to time declared in respect of
such Shares. Fully paid up Shares shall be free from all liens. Unless otherwise agreed, the registration
of a transfer of Shares shall operate as a waiver of the Company’s lien if any, on such Shares. In case of
partly-paid Shares, Company’s lien shall be restricted to the monies called or payable at a fixed time in
respect of such Shares. Provided that the Board may at any time declare any Shares wholly or in part to
be exempt from the provisions of this Article.
18. Subject to the provisions of the Act, the Company may sell, in such manner as the Board thinks fit, any
Shares on which the Company has a lien. Provided that no sale shall be made –
(i) unless a sum in respect of which the lien exists is presently payable; or
(ii) until the expiration of 14 (fourteen) days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the Share or the person entitled
thereto by reason of his death or insolvency.
19. A Member shall not exercise any voting rights in respect of the Shares in regard to which the Company
has exercised the right of lien.
20. (i) To give effect to any such sale, the Board may authorise some Person to transfer the Shares sold to
the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the Shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title
to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
21. (i) The proceeds of the sale shall be received by the Company and applied in payment of such part of
the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the
Shares before the sale, be paid to the Person entitled to the Shares at the date of the sale.
IV. CALLS ON SHARES
22. Subject to the provisions of the Act, the Board may, from time to time, make calls upon the Members in
respect of any money unpaid on their Shares (whether on account of the nominal value of the Shares or
by way of premium) and not by the conditions of allotment thereof made payable at fixed times.
Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at less than
one month from the date fixed for the payment of the last preceding call.
60823. Each Member shall, subject to receiving at least 14 (fourteen) days’ notice specifying the time or times
and place of payment, pay to the Company, at the time or times and place so specified, the amount called
on his Shares.
24. A call may be revoked or postponed at the discretion of the Board.
25. A call shall be deemed to have been made at the time when the resolution of the Board authorising the
call was passed and may be required to be paid by instalments.
26. The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
27. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
Person from whom the sum is due shall pay interest thereof from the day appointed for payment thereof
to the time of actual payment at 10% (ten per cent) per annum or at such lower rate, if any, as the Board
may determine. The Board shall be at liberty to waive payment of any such interest wholly or in part.
28. Any sum which by the terms of the issue of a Share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the Share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue,
such sum becomes payable. In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
29. The Board may, if it thinks fit, subject to the provisions of the Section 50 of the Act, agree to and receive
from any Member willing to advance the same, whole or any part of the moneys due upon the Shares
held by him beyond the sums actually called for and upon the amount so paid or satisfied in advance, or
so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect
of which such advance has been made, the Company may pay interest at twelve per cent per annum.
Provided that money paid in advance of calls shall not confer a right to participate in profits or dividend.
The Board may at any time repay the amount so advanced.
The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same
would, but for such payment, become presently payable.
V. TRANSFER OF SHARES
30. The Securities or other interest of any Member shall be freely transferable, provided that any contract or
arrangement between 2 (two) or more Persons in respect of transfer of Securities shall be enforceable as
a contract. The instrument of transfer of any Share in the Company shall be duly executed by or on behalf
of both the transferor and transferee. The transferor shall be deemed to remain a holder of the Share until
the name of the transferee is entered in the register of Members in respect thereof. A common form of
transfer shall be used in case of transfer of Shares. The instrument of transfer shall be in writing and shall
be executed by or on behalf of both the transferor and transferee and shall be in conformity with all the
provisions of Section 56 of the Act and of any statutory modification thereof for the time being shall be
duly complied with in respect of all transfers of Shares and the registration thereof.
31. Save as otherwise provided in the Act or any applicable Law, no transfer of a Share shall be registered
unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by
or on behalf of the transferee has been delivered to the Company together with the certificate or
certificates of Shares, and is no such certificate is in existence, then the letter of allotment of the Shares.
Application for the registration of the transfer of a Share may be made either by the transferor or by the
transferee provided that where such application is made by the transferor, no registration shall, in the
case of a partly paid Share be affected unless the Company gives notice of the application to the transferee
in the manner prescribed under the Act, and subject to the provisions of these Articles, the Company
shall, unless objection is made by the transferee, within 2 (two) weeks from the date of receipt of the
notice, enter in the register the name of the transferee in the same manner and subject to the same
conditions as if the application for registration of the transfer was made by the transferee. On giving not
less than 7 (seven) days previous notice in accordance with the Act or any other time period as may be
specified by Law, the registration of transfers may be suspended at such times and for such periods as
the Board may from time to time determine, provided that such registration shall not be suspended for
609more than 30 (thirty) days at any one time or for more than 45 (forty five) days in the aggregate in any
year.
32. Subject to the provisions of the Act, these Articles, the Securities Contracts (Regulation) Act, 1956, as
amended, any listing agreement entered into with any recognized stock exchange and other applicable
provisions of the Act or any other law for the time being in force, the Board may refuse whether in
pursuance of any power of the Company under these Articles or otherwise to register the transfer of, or
the transmission by operation of law of the right to, any Shares or interest of a Member in or Debentures
of the Company. The Company shall within one month from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to Company, send notice of the
refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the
case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever except where the Company has a lien on Shares or
other securities.
33. Only fully paid Shares shall be transferred to a minor acting through his/her legal or natural guardian.
Under no circumstances, Shares be transferred to any insolvent or a person of unsound mind.
34. The instrument of transfer shall after registration be retained by the Company and shall remain in their
custody. All instruments of transfer which the Directors may decline to register, shall on demand be
returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds
lying with the Company after such period as they may determine.
35. The Board may, subject to the right of appeal conferred by Section 58 of the Act decline to register—
(i) the transfer of a Share, not being a fully paid Share, to a person of whom they do not approve;
or
(ii) any transfer of Shares on which the company has a lien.
36. The Board may decline to recognize any instrument of transfer unless—
(i) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of
section 56 of the Act;
(ii) the instrument of transfer is accompanied by the certificate of the Shares to which it relates,
and such other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer; and
(iii) the instrument of transfer is in respect of only one class of Shares
37. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other documents.
38. The Company may close the register of Members or the register of debenture-holders or the register of
other security holders for any period or periods not exceeding in the aggregate forty-five days in each
year, but not exceeding thirty days at any one time, subject to giving of previous notice of at least 7
(seven days) or such lesser period as may be specified by SEBI.
VI. TRANSMISSION OF SHARES
39. On the death of a Member, the survivor or survivors where the Member was a joint holder of the Shares,
and his nominee or nominees or legal representatives where he was a sole holder, shall be the only
Person(s) recognised by the Company as having any title to his interest in the Shares. Nothing in this
Article 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.
40. Any Person becoming entitled to a Share in consequence of the death or insolvency of a Member may,
upon such evidence being produced as the Board may from time to time require, and subject as hereinafter
provided, elect, either:
(i) to be registered as holder of the Share; or
(ii) to make such transfer of the Share as the deceased or insolvent Member could have made.
610All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the
registration of transfer of Shares shall be applicable to any such notice or transfer as aforesaid as if the
death or insolvency of the Member had not occurred and the notice or transfer were a transfer signed by
that Member.
41. The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent Member had transferred the Share before his death or insolvency.
42. If the Person so becoming entitled shall elect to be registered as holder of the Shares, such person shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.
43. If the Person aforesaid shall elect to transfer the Share, he shall testify his election by executing an
instrument of transfer in accordance with the provisions of these Articles relating to transfer of Shares.
44. All the limitations, restrictions and provisions contained in these Articles relating to the right to transfer
and the registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the Member had not occurred and the notice or transfer were a transfer
signed by that Member.
45. A Person becoming entitled to a Share by reason of the death or insolvency of the holder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered holder
of the Share, except that he shall not, before being registered as a Member in respect of the Share, be
entitled in respect of it to exercise any right conferred by membership in relation to the General Meetings
of the Company, provided that the Board may, at any time, give notice requiring any such Person to elect
either to be registered himself or to transfer the Share, and if the notice is not complied with within 90
(ninety) days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys
payable in respect of the Share, until the requirements of the notice have been complied with.
VII. FORFEITURE OF SHARES
46. If a Member fails to pay any call, or instalment of a call or any part thereof, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any part of the call or
instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment
as is unpaid, together with any interest which may have accrued.
47. The notice issued under Article 46 shall:
(i) name a further day (not being earlier than the expiry of 14 (fourteen) days from the date of
service of the notice) on or before which the payment required by the notice is to be made; and
(ii) state that, in the event of non-payment on or before the day so named, the Shares in respect of
which the call was made will be liable to be forfeited.
48. If the requirements of any such notice as aforesaid is not complied with, any Share in respect of which
the notice has been given may, at any time thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the Board to that effect.
49. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit.
50. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as
it thinks fit.
51. A Person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares,
but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the
date of forfeiture, were presently payable by the Person to the Company in respect of the Shares.
52. The liability of such Person shall cease if and when the Company shall have received payment in full of
all such monies in respect of the Shares.
53. A duly verified declaration in writing that the declarant is a Director, the manager or the Secretary of the
Company, and that a Share in the Company has been duly forfeited on a date stated in the declaration,
611shall be conclusive evidence of the facts therein stated as against all Person claiming to be entitled to the
Share.
54. The Company may receive the consideration, if any, given for the Share on any sale or disposal thereof
and may execute a transfer of the Share in favour of the Person to whom the Share is sold or otherwise
disposed of.
55. The transferee shall there upon be registered as the holder of the Share.
56. The transferee shall not be bound to ascertain or confirm the application of the purchase money, if any,
nor shall his title to the Share be affected by any irregularity to invalidity in the proceedings in reference
to the forfeiture, sale or disposal of the Share.
57. The provision of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a Share, become payable at a fixed time, whether on account of the nominal value
of the Share or by way of premium, as the same had been payable by virtue of a call duly made and
notified.
VIII. ALTERATION OF CAPITAL
58. Subject to these Articles and the provisions of the Act, the Company may, from time to time, by Ordinary
Resolution, increase the Share Capital by such sum, to be divided into Shares of such amount, as may be
specified in the resolution.
59. Subject to the provisions of the Act, the Company may from time to time by Ordinary Resolution,
undertake any of the following:
(i) consolidate and divide all or any of its Share Capital into Shares of larger amount than its
existing Shares;
(ii) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid-
up Shares of any denomination;
(iii) sub-divide its Shares, or any of them, into Shares of smaller amount, such that the proportion
between the amount paid and the amount, if any, unpaid on each reduced Share shall be the
same as it was in case of the Share from which the reduced Share is derived; or
(iv) cancel any Shares which, at the date of the passing of the resolution in that behalf, have not
been taken or agreed to be taken by any Person, and diminish the amount of its Share Capital
by the amount of Shares so cancelled. A cancellation of Shares pursuant to this Article shall
not be deemed to be a reduction of the Share Capital within the meaning of the Act.
60. Where Shares are converted into stock:
(i) the holders of stock may transfer the same or any part thereof in the same manner as, and
subject to the same regulations under which, the Shares from which the stock arose might
before the conversion have been transferred, or as near thereto as circumstances admit;
Provided that the Board may, from time to time, fix the minimum amount of stock transferable,
so, however, that such minimum shall not exceed the nominal amount of the Shares from which
the stock arose.
(ii) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other
matters, as if they held the Shares from which the stock arose; but no such privilege or
advantage (except participation in the dividends and profits of the company and in the assets
on winding up) shall be conferred by an amount of stock which would not, if existing in Shares,
have conferred that privilege or advantage.
61. Subject to the provisions of the Act, the Company may, from time to time, by Special Resolution reduce
in any manner and with, and subject to, any incident authorised and consent required under applicable
Law:
(i) the Share Capital;
(ii) any capital redemption reserve account; or
(iii) any securities premium account
IX. CAPITALISATION OF PROFITS
61262. The Company in General Meeting may, upon the recommendation of the Board, resolve –
(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company’s reserve accounts, or to the credit of the profit and loss account or
otherwise available for distribution; and
(ii) that such sum be accordingly set free for distribution in the manner specified in Article 63
below amongst the members who would have been entitled thereto, if distributed by way of
dividend and in the same proportions.
63. The sum aforesaid shall not be paid in cash, but shall be applied, subject to the provision contained in
Article 64 below, either in or towards:
(i) paying of any amounts for the time being unpaid on any Shares held by such Members
respectively; or
(ii) paying up in full, un-issued Shares of the company to be allotted and distributed, credited as
fully paid, to and amongst such Members in the proportions aforesaid; or
(iii) partly in the way specified in Article 63(i) and partly in that specified in Article 63(ii);
(iv) A securities premium account and a capital redemption reserve account may, for the purposes
of this Article, only be applied in the paying up of un-issued Shares to be issued to Members
of the Company as fully paid bonus Shares.
(v) The Board shall give effect to the resolution passed by the Company in pursuance of this
Article.
64. Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriations and applications of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid Shares, if any; and
(ii) generally do all acts and things required to give effect thereto
65. The Board shall have power to:
(i) make such provision, by the issue of fractional certificates or by payment in cash or otherwise
as it thinks fit, for the case of Shares or Debentures becoming distributable in fractions; and
(ii) 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 capitalisation, or (as the case
may require) for the payment by the Company on their behalf, by the application thereto of
their respective proportions of profits resolved to be capitalised, of the amount or any part of
the amounts remaining unpaid on their existing Shares.
66. Any agreement made under such authority shall be effective and binding on such Members.
X. BUY BACK OF SHARES
67. Subject to the provisions of Sections 68 to 70 and other applicable provisions of the Act or any other Law
for the time being in force, the Company shall have the power to buy-back its own Shares or other
Securities, as it may consider necessary.
XI. GENERAL MEETINGS
68. An Annual General Meeting shall be held each year within the period specified by the Law. Not more
than 15 (fifteen) months shall elapse between the date of one Annual General Meeting of the Company
and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right
conferred upon the Registrar under the provisions of Section 96 of the Act to extend the time within
which any Annual General Meeting may be held. Every Annual General Meeting shall be called during
business hours on a day that is not a national holiday (declared as such by the Central Government), and
shall be held either at the registered office or at some other place within the city in which the registered
office of the Company is situate, as the Board may determine. Every Member of the Company shall be
entitled to attend every General Meeting either in person or by proxy.
61369. All notices of, and other communications relating to, any General Meeting shall be forwarded to the
auditor of the Company, and the auditor shall, unless otherwise exempted by the Company, attend either
by himself or through his authorised representative, who shall also be qualified to be an auditor, any
General meeting and shall have right to be heard at such meeting on any part of the business which
concerns him as the auditor.
70. All General Meetings other than the Annual General Meeting shall be called extraordinary General
Meetings.
71. Subject to the provisions of the Act, the business of an Annual General Meeting shall be the consideration
of financial statements and the reports of the Board of Directors and auditors; the declaration of any
dividend; the appointment of Directors in place of those retiring; the appointment of, and the fixing of
the remuneration of, the auditors; in the case of any other meeting, all business shall be deemed to be
special.
72. No business shall be discussed at any General Meeting except election of a Chairperson while the chair
is vacant.
73. (i) The Board may, whenever it thinks fit, call an extraordinary General Meeting.
(ii) The Board shall on the requisition of such number of Member or Members of the Company as is
specified in Section 100 of the Act, forthwith proceed to call an extraordinary General Meeting of
the Company and in respect of any such requisition and of any meeting to be called pursuant
thereto, all other provisions of Section 100 of the Act shall for the time being apply.
(iii) A General Meeting of the Company may be convened by giving not less than clear 21 (twenty-
one) days’ notice either in writing or through electronic mode in such manner as prescribed under
the Act, provided that a General Meeting may be called after giving a shorter notice if consent is
given in writing or by electronic mode by majority in number of members entitled to vote and who
represent not less than 95% (ninety-five percent) of such part of the paid-up Share Capital of the
Company as gives a right to vote at such General Meeting.
(iv) Notice of every General Meeting shall be given to the Members and to such other Person or Persons
as required by and in accordance with Section 101 and 102 of the Act and it shall be served in the
manner authorized by Section 20 of the Act.
(v) A General Meeting may be called after giving shorter notice if consent, in writing or by electronic
mode, is accorded thereto in accordance with the provisions of Section 101 of the Act. Provided
that where any Member of the Company is entitled to vote only on some resolution or resolutions
to be moved at a meeting and not on the others, those Members shall be taken into account for the
purposes of this Article in respect of the former resolution or resolutions and not in respect of the
latter.
(vi) Any accidental omission to give notice to, or the non-receipt of such notice by, any Member or
other Person who is entitled to such notice for any meeting shall not invalidate the proceedings of
the meeting.
(vii) Subject to the provisions contained under Section 115 of the Act, where, by any provision
contained in the Act or in these Articles, special notice is required of any resolution, notice of the
intention to move such resolution shall be given to the Company by such number of Members
holding not less than one per cent of total voting power or holding Shares on which such aggregate
sum not exceeding five lakh rupees, has been paid-up and the Company shall immediately after
receipt of the notice, give its members notice of the resolution at least 7 (seven) days before the
meeting, exclusive of the day of dispatch of notice and day of the meeting, in the same manner as
it gives notice of any General Meetings.
XII. PROCEEDINGS AT GENERAL MEETINGS
74. No business shall be transacted at any General Meeting, unless a quorum of Members is present at the
time when the meeting proceeds to transact business.
75. Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section
103 of the Act.
61476. Before or on the declaration of the results of the voting on any resolution on a show of hands, a poll may
be ordered to be taken by the Chairperson of the meeting on his/her own motion and shall be ordered to
be taken by him/her on a demand made in accordance with Section 109 of the Act.
77. The demand for a poll may be withdrawn at any time by the person or persons who made the demand.
78. Notwithstanding anything contained elsewhere in these Articles, the Company:
(i) shall, in respect of such items of business as the Central Government may, by notification, declare
or which are under any other applicable Law required to be transacted only by means of postal
ballot; and
(ii) may, in respect of any item of business, other than ordinary business and any business in respect
of which Directors or auditors have a right to be heard at any meeting, transact by means of postal
ballot, in such manner as may be prescribed, instead of transacting such business at a General
Meeting and any resolution approved by the requisite majority of the Members by means of such
postal ballot, shall be deemed to have been duly passed at a General Meeting convened in that
behalf and shall have effect accordingly.
79. Directors may attend and speak at General Meetings, whether or not they are Shareholders.
80. A body corporate being a Member shall be deemed to be personally present if it is represented in
accordance with Section 113 of the Act and the Articles.
81. The Chairperson of the Board of Directors or in his absence the vice-Chairperson of the Board shall,
preside as chairperson at every General Meeting, annual or extraordinary.
82. If there is no such Chairperson or if he is not present within 15 (fifteen minutes) after the time appointed
for holding the General Meeting or is unwilling to act as the Chairperson of the General Meeting, the
Directors present shall elect one of their members to be the Chairperson of the General Meeting.
83. If at any General Meeting no Director is willing to act as the Chairperson or if no Director is present
within 15 (fifteen) minutes after the time appointed for holding the General Meeting, the Members present
shall choose one of their Members to be the Chairperson of the General Meeting. If a poll is demanded
on the election of the Chairperson, it shall be taken forthwith in accordance with the provisions of the
Act and the Chairperson elected on show of hands, shall exercise all the powers of the Chairperson under
the said provisions. If some other person is elected Chairperson as a result of the poll, he shall be the
Chairperson for the rest of the meeting.
XIII. ADJOURNMENT OF MEETING
84. In the event a quorum as required herein is not present within 30 (thirty) minutes of the appointed time,
then subject to the provisions of Section 103 of the Act, the General Meeting shall stand adjourned to the
same place and time 7 (seven) days later or to such other date and such other time and place as the Board
may determine, provided that the agenda for such adjourned General Meeting shall remain the same. The
said General Meeting if called by requisitionists under Section 100 of the Act shall stand cancelled.
85. In case of an adjourned meeting or of a change of day, time or place of meeting, the Company shall give
not less than 3 (three) days’ notice to the Members either individually or by publishing an advertisement
in the newspapers (one in English and one in vernacular language) which is in circulation at the place
where the registered office of the Company is situated.
86. The required quorum at any adjourned General Meeting shall be the same as that required at the original
General Meeting.
87. If at the adjourned meeting also a quorum is not present within 30 (thirty) minutes from the time appointed
for holding such meeting, the Members present shall be the quorum and may transact the business for
which the meeting was called.
88. The Chairperson may, with the consent of Members at any meeting at which a quorum is present, and
shall, if so directed at the meeting, adjourn the meeting, from time to time and from place to place.
61589. No business shall be transacted at any adjourned General Meeting other than the business left unfinished
at the meeting from which the adjournment took place.
90. When a meeting is adjourned for 30 (thirty) days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting.
91. 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.
XIV. VOTING RIGHTS
92. Subject to any rights or restrictions for the time being attached to any class or classes of Shares:
(i) on a show of hands, every Member present in Person shall have 1 (one) vote; and
(ii) on a poll, the voting rights of Members shall be in proportion to their Share in the paid-up Share
Capital.
93. The Chairperson shall not have a second or casting vote in the event of an equality of votes at General
Meetings of the Company.
94. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands,
unless a poll is (before or on the declaration of the result of the voting on any resolution on show of
hands) demanded by any Member or Members present in Person or by proxy, and having not less than
one-tenth of the total voting power or holding Shares on which an aggregate sum of not less than Rs.
5,00,000 (Rupees five lakh) or such higher amount as may be prescribed has been paid up.
95. Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.
96. A Member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the
Act and shall vote only once.
97. In case of joint holders, the vote of the senior who tenders a vote, whether in Person or proxy, shall be
accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be
determined by the order in which the names are stated in the register of Members of the Company.
98. A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian,
and any such committee or guardian may, on a poll, vote by proxy.
99. No Member shall be entitled to exercise any voting rights either personally or by proxy at any General
Meeting or meeting of a class of Shareholders either upon a show of hands or upon a poll in respect of
any Shares registered in his/her name on which any calls or other sums presently payable by him in
respect of Shares in the Company have not been paid.
100. No objection shall be raised to the qualification of any voter except at the General Meeting or adjourned
General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
General Meeting and whether given personally or by proxy or otherwise shall be deemed valid for all
purpose. Any such objection made in due time shall be referred to the Chairperson of the General Meeting
whose decision shall be final and conclusive.
101. A declaration by the Chairperson of the meeting of the passing of a resolution or otherwise by show of
hands and an entry to that effect in the books containing the minutes of the meeting of the Company shall
be conclusive evidence of the fact of passing of such resolution or otherwise.
102. Any poll duly demanded on the question of adjournment shall be taken forthwith. A poll demanded on
any other question (not being a question relating to the election of a Chairperson or adjournment of the
meeting) shall be taken at such time not exceeding 48 hours from the time when the demand was made,
as the Chairperson may direct.
616103. The Chairperson of a General Meeting, may with the consent of the meeting, adjourn the same from time
to time and from place to place, but no business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.
104. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business
other than the question of which a poll has been demanded.
105. Where a poll is to be taken, the Chairperson of the meeting shall appoint two scrutinizers to scrutinize
the votes given on the poll and to report thereon to him/her in accordance with Section 109 of the Act.
106. The Chairperson shall have power, at any time before the result of the poll is declared to remove a
scrutinizer from office and to fill vacancies in the office of scrutinizer arising from such removal or from
any other cause.
107. Of the two scrutinizers, one shall always be a Member (not being an officer or employee of the Company)
present at the meeting, provided such a Member is available and willing to be appointed.
108. The Chairperson of the meeting shall have power to regulate the manner in which a poll shall be taken.
109. The result of the poll shall be deemed to be decision of the meeting on the resolution on which the poll
was taken.
110. The Chairperson of any meeting shall be the sole judge of the validity of every vote tendered at such
meeting.
111. On a poll taken at meeting of the Company, a member entitled to more than one vote, or his proxy or
other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in
the same way all the votes he uses.
112. Where a resolution is passed at an adjourned meeting of the Company, the resolution shall, for all
purposes, be treated as having been passed on the date on which it was in fact passed and shall not be
deemed to have been passed on any earlier date.
113. At every Annual General Meeting of the Company, there shall be laid on the table the Directors’ report,
audited statements of accounts, auditor’s report (if not already, incorporated in the audited statements of
accounts), the proxy register with proxies and the register of Directors’ holdings.
XV. PROXY
114. Subject to the provisions of the Act and these Articles, any Member of the Company entitled to attend
and vote at a General Meeting of the Company shall be entitled to appoint a proxy to attend and vote
instead of himself and the proxy so appointed shall have no right to speak at the meeting.
115. The proxy shall not be entitled to vote except on a poll.
116. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office not less
than 48 (forty eight) 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 (twenty four)
hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not
be treated as valid.
117. An instrument appointing a proxy shall be in the form as prescribed under the Act and the rules framed
thereunder.
118. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the Shares in respect of which the proxy is given; provided that
no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or the adjourned meeting at which the
proxy is used.
617XVI. BOARD OF DIRECTORS
119. The business of the Company shall be managed by the Directors who may exercise all such powers of
the Company as are not restricted by the Act or by these Articles.
120. Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more
than 15 (fifteen), provided that the Company may appoint more than 15 (fifteen) directors after passing
a Special Resolution. At least one Director shall reside in India for a total period of not less than 182 (one
hundred and eighty-two) days in each financial year.
121. The following shall be the first Directors of the Company:
1. Vishal Sanwarprasad Budhia
2. Sanwarprasad Rajkumar Budhia
3. Ritu Vishal Budhia
122. The Directors need not hold any qualification Shares in the Company.
123. Subject to the provisions of the Act, each Director shall be paid sitting fees for each meeting of the Board
or a Committee thereof attended by him, subject to the ceiling prescribed under the Act and other
applicable Law.
124. The Directors shall also be paid travelling and other expenses for attending and returning from meeting
of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them
in connection with the business of the Company, in accordance with the provisions of the Act.
125. Subject to the applicable provisions of the Act and Law, if any Director, being willing shall be called
upon to perform extra services for the purposes of the Company, the Company shall remunerate such
Director by such fixed sum or percentage of profits or otherwise as may be determined by the Directors
and such remuneration may be either in addition to or in substitution for his remuneration provided above.
126. Subject to the provisions of Section 197 and the other applicable provisions of the Act, the remuneration
of Directors may be fixed at a particular sum or a percentage of the net profits or partly by one way and
partly by the other.
127. In the event that a Director is absent for a continuous period of not less than 3 (three) months from India
(an “Original Director”), subject to these Articles, the Board may appoint another Director (an “Alternate
Director”), not being a person holding any alternate directorship for any other Director or holding
directorship in the Company, for and in place of the Original Director. The Alternate Director shall be
entitled to receive notice of all meetings and to attend and vote at such meetings in place of the Original
Director and generally to perform all functions of the Original Director in the Original Director’s absence.
No Person shall be appointed as an Alternate Director to an Independent Director unless such Person is
qualified to be appointed as an Independent Director of the Company. Any Person so appointed as
Alternate Director shall not hold office for a period longer than that permissible to the Original Director
and shall vacate the office if and when the Original Director returns to India. If the term of the office of
the Original Director is determined before he so returns to India, any provisions in the Act or in these
Articles for automatic re-appointment shall apply to the Original Director and not to the Alternate
Director.
128. The office of a Director shall automatically become vacant, if he is disqualified under any of the
provisions of the Act. Further, subject to the provisions of the Act, a Director may resign from his office
at any time by giving a notice in writing to the Company and the Board shall on receipt of such notice
take note of the same and the Company shall intimate the Registrar and also place the fact of such
resignation in the report of Directors laid in the immediately following General Meeting. Such Director
may also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar
within 30 (thirty) days of resignation. The resignation of a Director shall take effect from the date on
which the notice is received by the Company or the date, if any, specified by the Director in the notice,
whichever is later.
618129. At any Annual General Meeting at which a Director retires, the Company may fill up the vacancy by
appointing the retiring Director who is eligible for re-election or some other Person if a notice for the
said purpose has been left at the office of the Company in accordance with the provisions of the Act.
130. No Person shall be appointed as a Director unless he furnishes to the Company his Director Identification
Number under Section 154 of the Act or any other number as may be prescribed under Section 153 of the
Act and a declaration that he is not disqualified to become a Director under the Act.
131. No Person appointed as a Director shall act as a Director unless he gives his consent to hold the office as
a Director and such consent has been filed with the Registrar within 30 (thirty) days of his appointment
in the manner prescribed in the Act.
132. Subject to the provisions of the Act, the Directors shall have the power, at any time and from time to time
to appoint any Persons as Additional Director in addition to the existing Directors so that the total number
of Directors shall not at any time exceed the number fixed for Directors in these Articles. Any Director
so appointed shall hold office only until the next following Annual General Meeting or the last date on
which the Annual General Meeting should have been held, whichever is earlier, but shall be eligible for
re-appointment as Director.
133. The Company, may by Ordinary Resolution, of which special notice has been given in accordance with
the Section 169 of the Act, remove any Director including the managing director, if any, before the
expiration of the period of his office. Notwithstanding anything contained in these Articles or in any
agreement between the Company and such Director, such removal shall be without prejudice to any
contract of service between him and the Company.
134. If the office of any Director appointed by the Company in General Meeting, is vacated before his term of
office expires in the normal course, the resulting casual vacancy may be filled up by the Board at a
meeting of the Board but any Person so appointed shall retain his office so long only as the vacating
Director would have retained the same if such vacancy had not occurred.
135. In the event of the Company borrowing any money from any financial corporation or institution or
government or any government body or a collaborator, bank, Person or Persons or from any other source,
while any money remains due to them or any of them the lender concerned may have and may exercise
the right and power to appoint, from time to time, any Person or Persons to be a Director or Directors of
the Company and the Directors so appointed, shall not be liable to retire by rotation, subject however, to
the limits prescribed by the Act and as permitted under applicable Law. Any Person so appointed may at
any time be removed from the office by the appointing authority who may from the time of such removal
or in case of death or resignation of Person, appoint any other or others in his place. Any such appointment
or removal shall be in writing, signed by the appointee and served on the Company. Such Director need
not hold any qualification Shares.
136. The Company may, subject to the provisions of the Act and Law, 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 or reasonably.
137. Notwithstanding anything contained herein to the contrary, subject to the applicable laws, none of the
Directors so appointed at any point would be required to hold any qualification shares in the Company
so as to be eligible for appointment as a Director and so long as they hold office in accordance with the
terms of these Articles.
138. The board shall appoint such person(s) as nominee director (“Nominee Director”) which has been
nominated by any financial institution, bank, corporation, non-banking financial company, statutory body
or any other person, or if the company has entered into any obligation with any such institution, bank,
corporation, non-banking financial company or statutory body or any other person in relation to any
financial assistance by way of loan advanced to the company, debenture issued by the company or
guarantee given for any loan borrowed or any liability incurred by the company. Such Nominee Director/s
shall not be required to hold any share qualification in the company, and such Nominee Director/s shall
not be liable to retirement by rotation of directors. Subject as aforesaid, the Nominee Director/s shall be
619entitled to the same rights and privileges and be subject to the same obligations as any other director of
the company.”
XVII. PROCEEDINGS OF THE BOARD
139. The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks
fit, subject to the provisions of the Act.
140. A Director may, and the manager or the Secretary of the Company upon the requisition of a Director
shall, at any time convene a meeting of the Board, subject to the provisions of the Act.
141. Subject to the provisions the Act, the Board shall meet at least 4 (four) times in a year in such a manner
that not more than 120 (one hundred and twenty) days shall intervene between 2 (two) consecutive
meetings of the Board.
142. The quorum for the meeting of the Board shall be one third of its total strength or 2 (two) Directors,
whichever is higher, and the participation of the Directors by video conferencing or by other audio visual
means shall also be counted for the purpose of quorum. Provided that where at any time the number of
interested Directors is equal to or exceeds two-thirds of the total strength of the Board, the number of
remaining Directors, that is to say the number of Directors who are not interested and present at the
meeting being not less than 2 (two), shall be the quorum during such time.
143. The continuing Directors may act notwithstanding any vacancy in the Board; but if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Directors
or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum,
or of summoning a General Meeting of the Company, but for no other purpose.
144. If quorum is found to be not present within 30 (thirty) minutes from the time when the meeting should
have begun or if during the meeting, valid quorum no longer exists, the meeting shall be reconvened at
the same time and at the same place 7 (seven) days later. At the reconvened meeting, the Directors present
and not being less than 2 (two) Persons shall constitute the quorum and may transact the business for
which the meeting was called and any resolution duly passed at such meeting shall be valid and binding
on the Company.
145. Subject to the provisions of the Act allowing for shorter notice periods, a meeting of the Board shall be
convened by giving not less than 7 (seven) days’ notice in writing to every Director at his address
registered with the Company and such notice shall be sent by hand delivery or by post or by electronic
means.
146. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.
147. The Board may elect a Chairperson for its meetings and determine the period for which he is to hold
office. The Board may likewise appoint a vice-chairman of the Board of Directors to preside over the
meeting at which the chairman shall not be present. If no such Chairperson is elected, or if at any meeting
the Chairperson is not present within 5 (five) minutes after the time appointed for holding the meeting,
the Directors present may choose one of their member to be Chairperson of the meeting.
148. In case of equality of votes, the Chairperson and the vice-Chairperson of the Board shall decide
unanimously at Board meetings of the Company.
149. The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such Member or Members of its body as it thinks fit.
150. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board and applicable under Law.
151. A committee may elect a Chairperson of its meetings and may also determine the period for which he is
to hold office. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within
6205 (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.
152. A committee may meet and adjourn as it thinks fit.
153. Questions arising at any meeting of a committee shall be determined by a majority of votes of the
Directors present. The chairperson of the committee, if any, shall not have any second or casting vote.
154. Subject to these Articles and Sections 175, 179 and other applicable provisions of the Act, a circular
resolution in writing, executed by or on behalf of a majority of the Directors or members of the
Committee, shall constitute a valid decision of the Board or committee thereof, as the case may be,
provided that a draft of such resolution together with the information required to make a fully-informed
good faith decision with respect to such resolution and appropriate documents required to evidence
passage of such resolution, if any, was sent to all of the Directors or members of the committee (as the
case may be) at their addresses registered with the Company in India by hand delivery or by post or by
courier, or through such electronic means as may be prescribed under the Act, and has been approved by
a majority of the Directors or members who are entitled to vote on the resolution.
155. All acts done in any meeting of the Board or of a committee thereof or by any Person acting as a Director
shall, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason
of any defect for disqualification or had terminated by virtue of any provisions contained in the Act, or
in these Articles, be as valid as if every such Director or such Person had been duly appointed and was
qualified to be a Director.
156. Subject to the provisions of the Act, no Director shall be disqualified by his office from contracting with
the Company, nor shall any such contract entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided, nor shall any Director contracting or being so
interested be liable to account to the Company for any profit realized by any such contract by reason only
of such Director holding that office or of the fiduciary relations thereby established; provided that every
Director who is in any way whether directly or indirectly concerned or interested in a contract or
arrangement, entered into or to be entered into by or on behalf of the Company, shall disclose the nature
of his concern or interest at a meeting of the Board and shall not participate in such meeting as required
under Section 184 and other applicable provisions of the Act, and his presence shall not count for the
purposes of forming a quorum at the time of such discussion or vote.
XVIII. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY
OR CHIEF FINANCIAL OFFICER
157. Subject to the provisions of the Act: A chief executive officer manager company secretary or chief financial
officer may be appointed by the Board for such term at such remuneration and upon such conditions as it
may think fit and any chief executive officer manager company secretary or chief financial officer so
appointed may be removed by means of a resolution of the Board. A director may be appointed as chief
executive officer manager company secretary or chief financial officer.
158. A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director
and chief executive officer manager company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as director and as or in place of chief executive officer
manager company secretary or chief financial officer.
XIX. THE SEAL
159. (i) The Board shall provide for the safe custody of the seal of the Company.
(ii) The seal shall not be affixed to any instrument except by the authority of resolution of the Board or
a committee of the Board authorised by it in that behalf, and except in the presence of at least 1
(one) Director or Company Secretary or any other official of the Company as the Board may decide
and that 1 (one) Director or Company Secretary or such official shall sign every instrument to which
the Seal of the Company is so affixed in their presence. The Share certificates will, however, be
signed and sealed in accordance with Rule 5 of the Companies (Share Capital and Debentures)
Rules, 2014, as amended.
621XX. DIVIDEND AND RESERVES
160. The Company in a General Meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
161. Subject to the provisions of the Act, the Board may from time to time pay to the Members such interim
dividends as appear to it to be justified by the profits of the Company.
162. The Board may, before recommending any dividend, set aside out of the profits of the Company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for
any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the Company or be invested in such investments (other
than Shares of the Company) as the Board may, from time to time, think fit. The Board may also carry
forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.
163. Subject to the rights of Persons, if any, entitled to Shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect
whereof the dividend is paid, but if and so long as nothing is paid upon any of the Shares in the Company,
dividends may be declared and paid according to the amounts of the Shares.
164. No amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of these
Articles as paid on the Share.
165. 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.
166. The Board may deduct from any dividend payable to any Member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the Shares.
167. Any dividend, interest or other monies payable in cash in respect of Shares may be paid by electronic
mode or by cheque, demand draft 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 of the Company, or to such Person and to such address as the
holder or joint holders may in writing direct.
168. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent.
169. Any one of two or more joint holders of a Share may give effectual receipts for any dividends, bonuses
or other payments in respect of such Share.
170. Notice of any dividend, whether interim or otherwise, that may have been declared shall be given to the
Persons entitled to Share therein in the manner mentioned in the Act.
171. No dividend shall bear interest against the Company.
172. A Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) to which he
is entitled, on some or all the equity Shares held by him in the Company. However, the Shareholder
cannot waive/forgo the right to receive the dividend (either final and/or interim) for a part of percentage
of dividend on Share(s).
173. Where a dividend has been declared by the Company but has not been paid or claimed within thirty days
from the date of the declaration to any Shareholder entitled to the payment of the dividend, the Company
shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount
of dividend which remains unpaid or unclaimed to a special account to be opened by the Company in that
behalf in any scheduled bank to be called the ‘Unpaid Dividend Account’.
622174. Any money transferred to the ‘Unpaid Dividend Account’ of a company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the
Company to the fund known as Investor Education and Protection Fund established under section 125 of
the Act. There shall be no forfeiture of unclaimed dividends before the claim becomes barred by law.
175. All Shares in respect of which the Dividend has not been paid or claimed for 7 (seven) consecutive years
or more shall be transferred by the Company in the name of Investor Education and Protection Fund
along with a statement containing such details as may be prescribed. Provided that any claimant of Shares
so transferred shall be entitled to claim the transfer of Shares from Investor Education and Protection
Fund in accordance with such procedure and on submission of such documents as may be prescribed.
176. The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid
or unclaimed with the Company.
XXI. ACCOUNTS
177. (i) The Board shall cause proper books of account to be maintained under Section 128 and other
applicable provisions of the Act.
(ii) The Board shall, from time to time, in accordance with the Act, determine whether and to what
extent and at what times and places and under what conditions or regulations all books of the
Company or any of them, shall be open to the inspection of Members not being Directors.
(iii) No Member (not being a Director) or other Person shall have any right of inspecting any account
book or document of the Company except as conferred by Law or authorised by the Board or by the
Company in General Meetings.
(iv) Each Director shall be entitled to examine the books, accounts and records of the Company, and
shall have free access, at all reasonable times and with prior written notice, to any and all properties
and facilities of the Company.
XXII. WINDING UP
178. The Company may be wound up in accordance with the Act and the Insolvency and Bankruptcy Code,
2016, as amended. (to the extent applicable).
XXIII. INDEMNITY
179. Every officer of the Company shall he indemnified out of the assets of the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in
his favour or in which he is acquitted or in which relief is granted to him by the court or the National
Company Law Tribunal.
XXIV. COMMISSION AND BROKERAGE
180. The Company may exercise the powers of paying commissions conferred by sub-section (6) of Section
40 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 or any other
provision of the Act or other applicable Law, provided that the rate per cent or amount of the commission
paid or agreed to be paid shall be disclosed in the manner required by that section and rules made
thereunder.
181. The rate or amount of the commission shall not exceed the rate or amount prescribed under the applicable
rules.
182. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid Shares
or partly in the one way and partly in the other.
183. The Company may also, on any issue of Shares or Debentures, pay such brokerage as may be lawful.
XXV. DEMATERIALIZATION OF SECURITIES
623184. The Company shall be entitled to treat the Person whose name appears on the register of Members as the
holder of any Share or whose name appears as the beneficial owner of Shares in the records of the
Depository, as the absolute owner thereof.
Provided however that provisions of the Act or these Articles relating to distinctive numbering shall not
apply to the Shares of the Company, which have been dematerialized.
185. Notwithstanding anything contained herein but subject to the provisions of Law, the Company shall be
entitled to dematerialize its Shares, Debentures and other Securities pursuant to the Depositories Act and
offer its Shares, Debentures and other Securities for subscription in a dematerialized form. The Company
shall be further entitled to maintain a register of Members with the details of Members holding Shares
both in material and dematerialized form in any medium as permitted by Law including any form of
electronic medium.
186. Every Person subscribing to the Shares offered by the Company shall receive such Shares in
dematerialized form. Such a Person who is the beneficial owner of the Shares can at any time opt-out of
a Depository, if permitted by the Law, in respect of any Shares in the manner provided by the Depositories
Act and the regulations made thereunder and the Company shall in the manner and within the time
prescribed, issue to the beneficial owner the required certificate of Shares.
187. If a Person opts to hold his Securities in dematerialised form through a Depository, then notwithstanding
anything to the contrary contained in these Articles the Company shall intimate such Depository the
details of allotment of the Securities, and on receipt of the information, the Depository shall enter in its
record the name of the allottee as the beneficial owner of the Securities.
188. All Securities held by a Depository shall be dematerialized and shall be in a fungible form.
(i) Notwithstanding anything to the contrary contained in the Act or the Articles, a depository
shall be deemed to be the registered owner for the purposes of effecting any transfer of
ownership of Securities on behalf of the beneficial owner.
(ii) Save as otherwise provided in (i) above, the Securities as the registered owner of the Securities
shall not have any voting rights or any other rights in respect of Securities held by it.
189. Every Person holding Shares of the Company and whose name is entered as the beneficial owner in the
records of the Depository shall be deemed to be the owner of such Shares and shall also be deemed to be
a Shareholder of the Company. The beneficial owner of the Shares shall, in accordance with the
provisions of these Articles and the Act, be entitled to all the liabilities in respect of his Shares which are
held by a Depository.
190. Notwithstanding anything in the Act or the Articles to the contrary, where Shares are held in a Depository,
the records of the beneficial ownership may be served by such Depository on the Company by means of
electronic mode or by delivery of disks, drives or any other mode as prescribed by Law from time to
time.
191. In the case of transfer of Shares or other marketable Securities where the Company has not issued any
certificates and where such Shares or Securities are being held in an electronic and fungible form, the
provisions of the Depositories Act shall apply.
XXVI. SHARES AND SHARE CERTIFICATES
192. The Company shall cause to be kept a register of Members in accordance with Section 88 of the Act. The
Company shall be entitled to maintain in any country outside India a “foreign register” of Members or
Debenture holders resident in that country.
193. A Person subscribing to Shares of the Company shall have the option either to receive certificates for
such Shares or hold the Shares with a Depository in electronic form. Where Person opts to hold any Share
with the Depository, the Company shall intimate such Depository of details of allotment of the Shares to
enable the Depository to enter in its records the name of such Person as the beneficial owner of such
Shares.
194. Unless the Shares have been issued in dematerialized form, every person whose name is entered as a
member in the register of members shall be entitled to receive within two months after incorporation, in
624case of subscribers to the memorandum or after allotment or within one month after the application for
the registration of transfer or transmission or sub-division or consolidation or renewal of any of its Shares
as the case may be or within a period of six months from the date of allotment in the case of any allotment
of Debenture or within such other period as the conditions of issue shall be provided –
(i) one certificate for all his Shares without payment of any charges; or
(ii) several certificates, each for one or more of his Shares, upon payment of twenty rupees for
each certificate after the first.
195. Every certificate of Shares shall be under the seal of the Company, if any, and shall specify the number
and distinctive numbers of Shares to which it relates and amount paid-up thereon and shall be signed by
two Directors or by a Director and the Company Secretary. The common seal shall be affixed in the
presence of the persons required to sign the certificate. Further, out of the two Directors there shall be at
least one director other than managing or whole-time director, where the composition of the Board so
permits. 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 for a Share to one of several
joint holders shall be sufficient delivery to all such holders.
196. If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register of
Members of the Company shall as regards voting at General Meetings, service of notice and all or any
matters connected with the Company, except the transfer of Shares and any other matters herein otherwise
provided, be deemed to be sole holder thereof but joint holders of the Shares shall be severally as well as
jointly liable for the payment of all deposits, instalments and calls due in respect of such Shares and for
all incidents thereof according to these Articles.
197. The Board may subject to the provisions of the Act, accept from any member on such terms and conditions
as they think fit, a surrender of his Shares or stock or any part thereof.
198. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof
for endorsement of transfer or in case of sub-division or consolidation of Shares, then upon production
and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any
certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution
of such indemnity as the Company deems adequate, being given, a new certificate in lieu thereof shall be
given to the party entitled to such lost or destroyed certificate. Every certificate under this Article shall
be issued without payment of fee if the Board so decides, or on payment of such fee (not exceeding Rs.20
for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of
new certificates in replacement of those which are old, defaced or worn out or where there is not further
space on the back thereof for endorsement of transfer or in case of subdivision or consolidation of Shares.
Provided that notwithstanding what is stated above, the Directors shall comply with such rules or
regulations and requirements of any stock exchange or the rules made under the Act or the rules made
under Securities Contracts (Regulation) Act, 1956, as amended or any other act or rules applicable in this
behalf.
The provisions of this Article shall mutatis mutandis apply to issue of certificates for any other Securities,
including Debentures, of the Company.
199. Subject to the provisions of Section 89 of the Act, a Person whose name is entered in the register of
Members of the Company as the holder of the Shares but who does not hold the beneficial interest in
such Shares shall file with the Company, a declaration to that effect in the form prescribed under the Act
and the Company shall make necessary filings with the Registrar as may be required, within a prescribed
period as set out in the Act and the rules framed thereunder.
200. Subject to provisions of Section 90 of the Act, every individual, who acting alone or together, or through
one or more persons or trust, including a trust and Persons resident outside India, holds beneficial
interests, of not less than twenty-five per cent. or such other percentage as may be prescribed under the
Act, in Shares of the Company or the right to exercise, or the actual exercising of significant influence
or control as defined in clause (27) of Section 2 of the Act, over the Company shall make a declaration
to the Company, specifying the nature of his interest and other particulars, in such manner and within
such period of acquisition of the beneficial interest or rights and any change thereof. The Company shall
625maintain a register of the interest declared by such individuals and changes therein which shall include
the name of individual, his date of birth, address, details of ownership in the company and such other
details as may be prescribed under the Act.
XXVII. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR
201. The Board may, from time to time, subject to Section 196 and other applicable provisions of the Act,
appoint one or more of their body to the office of the managing director or whole time Director for such
period and on such remuneration and other terms, as they think fit and subject to the terms of any
agreement entered into in any particular case, may revoke such appointment.
202. Subject to the provisions of any contract between him and the Company, the managing director/ whole-
time director, shall be subject to the same provisions as to resignation and removal as the other Directors
and his appointment shall automatically terminate if he ceases to be a Director.
203. Subject to the provisions of the Act, a managing director or whole time director may be paid such
remuneration (whether by way of salary, commission or participation in profits or partly in one way and
party in other) as the Board may determine subject to the approval of the Shareholders at the next General
Meeting.
204. The Board, subject to Section 179 and any other applicable provisions of the Act, may entrust to and
confer upon a managing director or whole time director any of the powers exercisable by them upon such
terms and conditions and with such transfers, as they may think fit and either collaterally with or to the
exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or any
of such powers.
XXVIII. POWERS OF THE DIRECTORS
205. The Directors shall have powers for the engagement and dismissal of managers, engineers, clerks and
assistants and shall have power of general directions, management and superintendence of the business
of the Company with full power or do all such acts, matters and things deemed necessary, proper or
expedient for carrying on the business of the Company and to make and sign all such contracts, and other
government papers and instruments that shall be necessary, proper or expedient, for the authority and
direction of the Company except only such of them as by the Act or by these Articles are expressly
directed to be exercised by the Members in the General Meeting.
206. Subject to Section 179 of the Act, the Directors shall have the right to delegate any of their powers
covered under Section 179(3)(d) to Section 179(3)(f) to any committee of the Board, managers, or any
other principal officer of the Company as they may deem fit and may at their own discretion revoke such
powers.
207. The Board of Directors shall, or shall authorize Persons in their behalf, to make necessary filings with
governmental authorities in accordance with the Act and other applicable Law, as may be required from
time to time.
208. Subject to the provisions of the Act, these Articles and other applicable provisions of Law, the Board
shall be entitled to exercise all such powers, and to do all such acts and things as the Company is
authorized to exercise and do; provided that the Board shall not exercise any power or do any act or thing
which is directed or required, whether by the Act, or any other statute or by the Memorandum of
Association or by these Articles or otherwise, to be exercised or done by the Company in a General
Meeting; provided further that in exercising any such power or doing any such act or thing, the Board
shall be subject to the provisions in that behalf contained in the Act or any other statute or in the
Memorandum of Association of the Company or in these Articles, or in any regulations not inconsistent
therewith and duly made thereunder, including regulations made by the Company in General Meeting,
but 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.
209. Subject to the provisions of the Act and any other applicable Law for the time being in force, the Directors
shall have the power, from time to time and at their discretion, to borrow, raise or secure the payment of
any sum of money for and on behalf of the Company in such manner and upon such terms and conditions
626in all respects as they think fit and through the issue of Debentures or bonds of the Company or by
mortgage or charge upon all or any of the properties of the Company both present and future including
its uncalled capital then available.
210. The Directors shall have the power to open bank accounts, to sign cheques on behalf of the Company and
to operate all banking accounts of the Company and to receive payments, make endorsements, draw and
accept negotiable instruments, hundies and bills or may authorise any other Person or Persons to exercise
such powers.
XXIX. BORROWING POWERS
211. Subject to the provisions of the Act and these Articles the Board may from time to time, at their discretion
raise or borrow or secure the payment of any sum or sums of money for and on behalf of the Company.
Any such money may be raised or the payment or repayment thereof may be secured in such manner and
upon such terms and conditions in all respect as the Board may think fit by promissory notes or by
opening loan or current accounts or by receiving deposits and advances at interest with or without security
or otherwise and in particular by the issue of bonds, perpetual or redeemable Debentures of the Company
charged upon all or any part of the property of the Company (both present and future) including its
uncalled capital for the time being or by mortgaging or charging or pledging any lands, buildings,
machinery, plant, goods or other property and Securities of the Company or by other means as the Board
deems expedient.
212. The Board of Directors shall not except with the consent of the Company by way of a Special Resolution,
borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the
Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceeds the aggregate of paid-up Share Capital, free reserves and securities premium of the
Company.
213. Notwithstanding anything to the contrary contained in these articles, nothing shall restrict;
a. the creation of pledge of shares, debentures, preference shares of the company and/or all other
instruments and securities issued by the company (“Pledged Securities”) pursuant to the terms of any
financing/security documents executed in respect of any financial assistance including in the form of
debentures availed by/issued by the company and/or any person; or
b. the invocation of such pledge created pursuant to the terms of such financing/security documents; or
c. transfer (and registration of such transfer) of Pledged Securities, made pursuant to the terms of such
financing/ security documents executed, including as a result of enforcement of pledge in terms of such
financing / security documents, by or on behalf of any bank or financial institution or debenture holder
(or their agents, trustees or nominees) and/or any person /entity claiming under them. All request for
transfer of Pledged Securities made by any entity and/or any person claiming under the
pledge/lien/charge, etc., as security for any financial assistance availed by the company or any other
person, shall be duly recognized and taken on record by the company and all its shareholders without any
delay, demur or objection in accordance with applicable laws and regulation.
XXX. SECRECY
214. Every manager, auditor, trustee, member of a Committee, officer, servant, agent, accountant or other
Persons employed in the business of the Company shall, if so required by the Board, before entering upon
the duties, sign a declaration pledging himself to observe strict secrecy respecting all bona fide
transactions of the Company with its customers and the state of accounts with individuals and in matters
relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when required to do so by the Directors or
by any General Meeting or by the Law of the country and except so far as may be necessary in order to
comply with any of the provisions in these Articles, the provisions of the Act and the Law.
XXXI. AUDIT
215. Subject to the provisions of the Act, the Company shall appoint an auditor at an Annual General Meeting
to hold office from the conclusion of that Annual General Meeting until such time as permitted under the
Act and Law, and every auditor so appointed shall be informed of his appointment.
627216. The Directors may fill up any casual vacancy in the office of the auditors within 30 (thirty) days subject
to the provisions of Section 139 and 140 of the Act and the rules framed thereunder.
217. The remuneration of the auditors shall be fixed by the company in the Annual General Meeting or in such
manner as the Company may in the General Meeting determine.
XXXII. GENERAL AUTHORITY
218. Wherever in the Act. it has been provided that the Company shall have any right, privilege or authority
or that the Company cannot carry out any transaction unless the Company is so authorized by its Articles
then in that case, these Articles hereby authorize and empower the Company to have such rights, privilege
or authority and to carry our such transaction as have been permitted by the Act, without there being any
specific Article in that behalf herein provided.
* The new set of articles of association adopted by passing special resolution of members at their
extraordinary general meeting held on 05th February, 2024.
628SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company), which have been entered or are to be entered into by our Company which
are, or may be, deemed material, will be attached to the copy of the Red Herring Prospectus and the Prospectus,
as applicable, which will be delivered to the RoC for filing. Copies of the documents and contracts referred to
hereunder, may be inspected at the Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working
Days and will also be available on the website of our Company at https://steamhouse.in/ from the date of the Red
Herring Prospectus until the Bid/ Offer Closing Date.
Any of the contracts or documents mentioned in this Updated Draft Red Herring Prospectus-I may be amended
or modified at any time, if so required, in the interest of our Company, or if required by the other parties, without
reference to the Shareholders, subject to compliance with the provisions of the Companies Act and other
applicable law.
A. Material Contracts for the Offer
1. Offer Agreement dated June 30, 2025 between our Company, the Promoter Selling Shareholder and the
BRLM, read along with the amendment agreement dated December 1, 2025 to the Offer Agreement.
2. Registrar Agreement dated June 30, 2025 between our Company, the Promoter Selling Shareholder and
the Registrar to the Offer.
3. Monitoring Agency Agreement dated [●] between our Company and the Monitoring Agency.
4. Cash Escrow and Sponsor Bank Agreement dated [●] between our Company, the Promoter Selling
Shareholder, the Registrar to the Offer, the BRLM, the Syndicate Members, the Escrow Collection
Bank(s), Sponsor Bank, Public Offer Bank and the Refund Bank(s).
5. Share Escrow Agreement dated [●] between our Company, the Promoter Selling Shareholder and the
Share Escrow Agent.
6. Syndicate Agreement dated [●] between our Company, the BRLM, the Registrar to the Offer and the
Syndicate Members.
7. Underwriting Agreement dated [●] between our Company, the Promoter Selling Shareholder and the
Underwriters.
B. Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time
to time.
2. Certificate of incorporation dated June 10, 2015, issued by the RoC.
3. Fresh certificate of incorporation dated September 28, 2021, issued by the RoC consequent to the change
of our Company’s name from ‘Ankleshwar Eco Energy Limited’ to ‘Steamhouse India Limited’.
4. Resolution of our Board dated June 17, 2025 approving the Offer.
5. Resolution of our Shareholders dated June 18, 2025 approving the Fresh Issue.
6. Resolution of our Board dated June 30, 2025 approving the Pre-filed Draft Red Herring Prospectus for
filing with SEBI and the Stock Exchanges.
7. Resolution of our Board dated December 8, 2025 approving this Updated Draft Red Herring Prospectus-
I for filing with SEBI and the Stock Exchanges.
8. Resolution of our Board dated June 30, 2025, taking on record the consent of the Promoter Selling
Shareholder to participate in the Offer for Sale
6299. Consent letter dated June 27, 2025 from the Promoter Selling Shareholder authorising his participation in
the Offer.
10. Copies of the annual reports of our Company for the Financial Years ended 2025, 2024 and 2023.
11. The examination report dated December 1, 2025, of the Statutory Auditor, on our Restated Financial
Information, included in this Updated Draft Red Herring Prospectus-I.
12. The report dated December 1, 2025, on the statement of special tax benefits available to our Company, its
shareholders from the Statutory Auditor.
13. Written consent of the Directors, Company Secretary and Compliance Officer, Promoters, our Subsidiary,
our Group Companies, the BRLM, the Syndicate Members, legal counsel to our Company as to Indian
law, lenders to our Company, Registrar to the Offer, industry report provider, Escrow Collection Bank(s),
Public Offer Bank(s), Refund Bank(s), Sponsor Bank, Bankers to our Company, as referred to in their
specific capacities.
14. Certificate dated December 8, 2025 issued by Natvarlal Vepari & Co, Chartered Accountants, certifying
the KPIs of the Company.
15. Details of the ESOP Plan 2024, as certified by Natvarlal Vepari & Co, Chartered Accountants, our
Statutory Auditors through a certificate dated December 8, 2025
16. Certificate on utilization of loan, as certified by Natvarlal Vepari & Co, Chartered Accountants, our
Statutory Auditors through a certificate dated December 8, 2025
17. Certificate on Weighted average cost of acquisition, as certified by Natvarlal Vepari & Co, Chartered
Accountants, our Statutory Auditors through a certificate dated December 8, 2025.
18. Resolution dated December 8, 2025 passed by the Audit Committee approving the KPIs for disclosure.
19. Resolution dated December 8, 2025, passed by the Board of Directors of our Company approving the
Objects of the Offer.
20. Written consent dated December 1, 2025 from the Statutory Auditor, holding a valid peer review
certificate from ICAI, to include its name as required under section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus-I, 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 December 1, 2025 on our Restated Financial
Information; and (ii) their report dated December 1, 2025 on the Statement of Special Tax Benefits in this
Updated Draft Red Herring Prospectus-I and such consent has not been withdrawn as on the date of this
Updated Draft Red Herring Prospectus-I. However, the term “experts” and consent thereof does not
represent an “expert” or consent as is defined under the U.S. Securities Act.
21. Frost & Sullivan’s consent letter dated November 28, 2025 for the F&S Report to rely on and reproduce
part or whole of the F&S Report and include their name in this Updated Draft Red Herring Prospectus-I.
22. Consent dated December 1, 2025 from the independent chartered engineer, namely Dr. P. J. Gandhi,
Chartered Engineer, to include their name in this Updated Draft Red Herring Prospectus-I and as an
“expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as
a chartered engineer, in relation to their certificate dated December 1, 2025.
23. Project Report dated December 1, 2025 issued by Dr. P. J. Gandhi, Chartered Engineer.
24. Consent dated December 8, 2025, from Jinendra Jain & Associates, Company Secretary, to include its
name in this Updated Draft Red Herring Prospectus-I and as an “expert” as defined under Section 2(38)
of the Companies Act, 2013, to the extent that and in their capacity as practising company secretary, in
relation to their certificate dated December 8, 2025.
25. Industry report titled “Industry Report on Community Industrial Gases Generation & Distribution in
India” dated November 28, 2025 prepared by Frost & Sullivan, which has been commissioned by and
630paid for by our Company pursuant to an engagement letter with Frost & Sullivan dated December 21,
2024, exclusively for the purposes of the Offer.
26. Scheme of arrangement in the nature of amalgamation of Nandesari Eco Energy Limited, Sarigam Eco
Energy Limited and Vapi Eco Energy Limited with our Company.
27. Order dated August 5, 2022 issued by the Office of the Regional Director, North-Western Region, Ministry
of Corporate Affairs at Ahmedabad approving the scheme of arrangement.
28. Chairman and managing director employment agreement dated April 18, 2025 entered into between our
Company and Vishal Sanwarprasad Budhia.
29. Employment agreement dated April 1, 2025 entered into between our Company and Ramprakash B
Sharma.
30. Employment agreement dated April 1, 2025 entered into between our Company and Yadav Lalankumar
Dayanand.
31. Due diligence certificate dated June 30, 2025, addressed to SEBI from the BRLM.
32. In – principle approvals each dated September 10, 2025, issued by BSE and NSE.
33. Tripartite agreement dated December 10, 2022 between our Company, NSDL and the Registrar to the
Company.
34. Tripartite agreement dated November 30, 2022 between our Company, CDSL and the Registrar to the
Company.
35. SEBI final observation letter bearing reference number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/26720/1
dated October 14, 2025.
631DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Vishal Sanwarprasad Budhia
Chairperson and Managing Director
Place: Surat
Date: December 8, 2025
632DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I contrary to the provisions of
the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Yadav Lalankumar Dayanand
Executive Director
Place: Surat
Date: December 8, 2025
633DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Ramprakash B Sharma
Executive Director
Place: Surat
Date: December 8, 2025
634DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Richa Manoj Goyal
Independent Director
Place: Surat
Date: December 8, 2025
635DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Vinay Omprakash Sonthalia
Independent Director
Place: Surat
Date: December 8, 2025
636DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
___________________________________
Rathod Baldevsinh Yogendrasinh
Independent Director
Place: Surat
Date: December 8, 2025
637DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India or the rules, regulations and guidelines issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statements,
disclosures and undertakings made in this Updated Draft Red Herring Prospectus-I are contrary to the provisions
of the Companies Act, 2013 the SCRA, the SCRR, the SEBI Act, each as amended, or rules made or guidelines
or regulations issued thereunder, as the case may be. I further certify that all the undertakings, disclosures and
statements made in this Updated Draft Red Herring Prospectus-I are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
___________________________________
Vaibhav Gattani
Chief Financial Officer
Place: Surat
Date: December 8, 2025
638DECLARATION
I, Vishal Sanwarprasad Budhia, in my capacity as a Promoter Selling Shareholder, hereby confirm and declare
that all statements, disclosures and undertakings made or confirmed by me in this Updated Draft Red Herring
Prospectus-I in relation to me, as the Selling Shareholder and the Offered Shares, are true and correct. I assume
no responsibility as a Promoter Selling Shareholder, for any other statements, disclosures and undertakings
including, any of the statements and undertakings made or confirmed by or relating to the Company, or any other
person(s) in this Updated Draft Red Herring Prospectus-I.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
___________________________________
Vishal Sanwarprasad Budhia
Place: Surat
Date: December 8, 2025
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