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DRAFT RED HERRING PROSPECTUS
Dated: December 30, 2025
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please use this QR Code to view 100% Book Built Issue
this Draft Red Herring Prospectus)
THIS DRAFT RED HERRING PROSPECTUS IS NOT AN ADVERTISEMENT UNDER THE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 AND IS NOT
INTENDED FOR INFORMING PERSONS ABOUT OUR REAL ESTATE PROJECTS OR TO INVITE ANY PERSON TO MAKE ADVANCES OR DEPOSITS IN RELATION TO ANY
OF OUR REAL ESTATE PROJECTS
VEEGALAND DEVELOPERS LIMITED
Corporate Identity Number: U45201KL2007PLC021107
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
XXXV/564, 4th Floor, K C F
Tower, Bharat Matha College Akshay Anand T S
E-mail: cs@veegaland.in www.veegaland.com
Road, Kakkanadu, Thrikkakara, Not Applicable (Company Secretary and
Telephone: +91 484 258 4000
Ernakulam – 682 021, Kerala, Compliance Officer)
India
OUR PROMOTERS: KOCHOUSEPH THOMAS CHITTILAPPILLY AND K. CHITTILAPPILLY TRUST
DETAILS OF THE PUBLIC ISSUE
TOTAL ISSUE
TYPE FRESH ISSUE SIZE OFFER FOR SALE SIZE ELIGIBILITY
SIZE
This Issue is being made through the Book Building Process in
accordance with Regulation 6(1) of the Securities and Exchange Board
Up to [●] Equity
of India (Issue of Capital and Disclosure Requirements) Regulations,
Up to [●] Equity Shares of face Shares of face value
2018, as amended (“SEBI ICDR Regulations”). For details, see
Fresh Issue value ₹10/- each aggregating up to Not Applicable of ₹10/- each
“Other Regulatory and Statutory Disclosures – Eligibility for the
₹25,000.00 lakhs aggregating up to
Issue” on page 433. For details in relation to share reservation amongst
₹25,000.00 lakhs
Qualified Institutional Buyers, Non-Institutional Bidders and Retail
Individual Bidders, see “Issue Structure” on page 450.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of face value of ₹10/- each of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is
₹10/- each. The Floor Price, Cap Price and Issue Price (as determined by our Company, in consultation with the Book Running Lead Manager (“BRLM”), in accordance with the SEBI ICDR
Regulations and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the Issue Price” on page 151) should
not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the
Equity Shares of our Company, or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own
examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on
page 40.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as
a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares, once issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and the National Stock Exchange of India
Limited (“NSE”). For the purpose of the Issue, [•] shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER
Name of Book Running Lead Manager and Logo Contact Person Telephone and Email
Telephone: +91 9819 662 664 / +91 98709 24935
Swapnilsagar Vithalani / Hetal Gajra E-mail: veegaland.ipo@cumulativecapital.group
Cumulative Capital Private Limited
REGISTRAR TO THE ISSUE
Name of Registrar and Logo Contact Person Telephone and Email
Telephone: +91 810 811 4949
Shanti Gopalkrishnan
E-mail: veegalanddevelopers.ipo@in.mpms.mufg.com
MUFG Intime India Private Limited (formerly known as
Link Intime India Private Limited)
BID/ ISSUE PERIOD
ANCHOR INVESTOR BID/ ISSUE PERIOD [●](1) BID/ ISSUE OPENS ON [●](1) BID/ ISSUE CLOSES ON [●](2)(3)
(1) Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall
be 1 (one) Working Day prior to the Bid/Issue Opening Date.
(2) Our Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI
ICDR Regulations.
(3) The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Date.DRAFT RED HERRING PROSPECTUS
Dated: December 30, 2025
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
THIS DRAFT RED HERRING PROSPECTUS IS NOT AN ADVERTISEMENT UNDER THE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 AND IS NOT INTENDED FOR INFORMING
PERSONS ABOUT OUR REAL ESTATE PROJECTS OR TO INVITE ANY PERSON TO MAKE ADVANCES OR DEPOSITS IN RELATION TO ANY OF OUR REAL ESTATE PROJECTS
VEEGALAND DEVELOPERS LIMITED
Our Company was originally incorporated as ‘Vintes Solutions Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated August 10, 2007, issued by the
Assistant Registrar of Companies, Kerala and Lakshadweep. Subsequently, pursuant to a special resolution passed by our shareholders dated September 28, 2010, the name of our Company was changed from ‘Vintes
Solutions Private Limited’ to ‘Vintes Developers Private Limited’ to align the name of the Company with the objects of the Company and a fresh certificate of incorporation dated October 22, 2010, was issued by the
Assistant Registrar of Companies, Kerala and Lakshadweep. Subsequently, pursuant to a special resolution passed by our shareholders dated July 29, 2011, the name of our Company was changed from ‘Vintes Developers
Private Limited’ to ‘Veegaland Developers Private Limited’ in order to utilise the Veegaland brand name and a fresh certificate of incorporation dated August 11, 2011, was issued by the Registrar of Companies, Kerala
and Lakshadweep. Upon the conversion of our Company to a public limited company pursuant to a special resolution passed by our shareholders dated September 30, 2025, the name of our Company was changed from
‘Veegaland Developers Private Limited’ to ‘Veegaland Developers Limited’ and a fresh certificate of incorporation dated November 6, 2025, issued by the Registrar of Companies, Central Processing Centre. For details
of the change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 261.
Corporate Identity Number: U45201KL2007PLC021107
Registered Office: XXXV/564, 4th Floor, K C F Tower, Bharat Matha College Road
Kakkanadu, Thrikkakara, Ernakulam – 682 021, Kerala, India
Contact Person: Akshay Anand T S, Company Secretary and Compliance Officer
Telephone: +91 484258 4000; E-mail: cs@veegaland.in; Website: www.veegaland.com
OUR PROMOTERS: KOCHOUSEPH THOMAS CHITTILAPPILLY AND K. CHITTILAPPILLY TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (“EQUITY SHARES”) OF VEEGALAND DEVELOPERS LIMITED (“OUR COMPANY” OR THE
“ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹ 25,000.00 LAKHS
(“THE ISSUE”). THE ISSUE WILL CONSTITUTE [●]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹10/- EACH AND THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID
LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY
CIRCULATED MALAYALAM REGIONAL DAILY NEWSPAPER, MALAYALAM BEING THE REGIONAL LANGUAGE OF KERALA, WHERE OUR REGISTERED OFFICE IS LOCATED), AT
LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE, AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON
THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, AS AMENDED.
In case of any revision in the Price Band, the Bid/ Issue Period will be extended by at least 3 (three) additional Working Days after such revision in the Price Band, subject to the Bid/ Issue Period not exceeding 10 (ten)
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum of 1 (one) Working Day, subject
to the Bid/ Issue Period not exceeding 10 (ten) Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by
issuing a public notice, and also by indicating the change on the website of the BRLM and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as
applicable.
This Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our
Company. This Issue is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more
than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”), provided that our Company in consultation with the BRLM
may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations (“Anchor Investor Portion”) of which 40% of the Anchor Investor Portion shall be
reserved as follows: (i) 33.33% for domestic Mutual Funds; and (ii) 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 Issue Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription in the Life Insurance Companies and Pension Funds portion, the same
may be allocated to domestic Mutual Funds. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor
Portion) (the “Net QIB Portion”). Further, 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or above the Issue Price, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue
Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares 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 Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders (“NIBs”) of which (a) one-third of such portion
shall be reserved for applicants with application size of more than ₹2.00 lakhs and up to ₹10.00 lakhs; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹10.00 lakhs,
provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of NIBs and not less than 35% of the Issue shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations subject to valid Bids being received at or above the Issue Price. All Potential Bidders, other than Anchor Investors, are required to participate in the Issue by
mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders using the UPI
Mechanism, as applicable, pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be,
to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” on page 455.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10/- each. The Issue Price, Floor
Price, Cap Price and Price Band (as determined by our Company in consultation with the Book Running Lead Manager) in accordance with SEBI ICDR Regulations by way of the Book Building Process, as stated in
“Basis for The Issue Price” on page 151 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 nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to
read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved.
The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red
Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 40.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in
the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the listing of the Equity
Shares pursuant to letters each dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed
with the RoC in accordance with Section 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/
Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 509.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Cumulative Capital Private Limited MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
B 309-311, 215 Atrium, Nr. Courtyard Marriott Hotel C-101, Embassy 247, L.B.S. Marg
Andheri Kurla Road, Andheri East, Chakala MIDC Vikhroli (West), Mumbai – 400 083
Mumbai – 400 093, Maharashtra, India Maharashtra, India
Telephone: +91 9819 662 664 / +91 98709 24935 Telephone: +91 810 811 4949
Email: veegaland.ipo@cumulativecapital.group Email: veegalanddevelopers.ipo@in.mpms.mufg.com
Investor Grievance Email: investor@cumulativecapital.group Investor Grievance Email: veegalanddevelopers.ipo@in.mpms.mufg.com
Website: www.cumulativecapital.group Website: www.in.mpms.mufg.com
Contact Person: Swapnilsagar Vithalani / Hetal Gajra Contact Person: Shanti Gopalkrishnan
SEBI Registration No: INM000013129 SEBI Registration No: INR000004058
BID/ ISSUE PERIOD
ANCHOR INVESTOR BID/ ISSUE PERIOD [●](1) BID/ ISSUE OPENS ON [●](1) BID/ ISSUE CLOSES ON [●](2)(3)
(1) Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be 1 (one) Working Day prior
to the Bid/Issue Opening Date.
(2) Our Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs 1 (one) Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
(3) The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Date.TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................ 22
FORWARD-LOOKING STATEMENTS ........................................................................................................ 26
SUMMARY OF THE ISSUE DOCUMENT .................................................................................................... 28
SECTION II –RISK FACTORS ........................................................................................................................ 40
SECTION III – INTRODUCTION ................................................................................................................... 91
THE ISSUE ...................................................................................................................................................... 91
SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 93
GENERAL INFORMATION ........................................................................................................................... 97
CAPITAL STRUCTURE ............................................................................................................................... 106
OBJECTS OF THE ISSUE ............................................................................................................................. 132
BASIS FOR THE ISSUE PRICE .................................................................................................................... 151
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................. 161
SECTION – IV ABOUT OUR COMPANY ................................................................................................... 166
INDUSTRY OVERVIEW .............................................................................................................................. 166
OUR BUSINESS ............................................................................................................................................ 223
KEY REGULATIONS AND POLICIES IN INDIA....................................................................................... 248
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 261
OUR MANAGEMENT .................................................................................................................................. 267
OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 289
OUR GROUP COMPANY ............................................................................................................................. 294
DIVIDEND POLICY ..................................................................................................................................... 296
SECTION V – FINANCIAL INFORMATION.............................................................................................. 297
RESTATED FINANCIAL INFORMATION ................................................................................................. 297
OTHER FINANCIAL INFORMATION ........................................................................................................ 362
CAPITALISATION STATEMENT ............................................................................................................... 364
FINANCIAL INDEBTEDNESS .................................................................................................................... 365
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 375
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................ 423
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 423
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 429
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 433
SECTION VII – ISSUE RELATED INFORMATION ................................................................................. 444
TERMS OF THE ISSUE ................................................................................................................................. 444
ISSUE STRUCTURE ..................................................................................................................................... 450
ISSUE PROCEDURE ..................................................................................................................................... 455
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 475
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 476
SECTION IX – OTHER INFORMATION .................................................................................................... 509
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 509
DECLARATION ............................................................................................................................................ 512SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, Act, regulation, rules, guidelines or our Articles of Association, Memorandum of Association, policies
shall be to such legislation, Act or regulation, as amended from time to time and any reference to a statutory
provision shall include any subordinate legislation made from time to time under that provision. In case of any
inconsistency between the definitions given below and the definitions contained in the General Information
Document (as defined below), the definitions given below shall prevail
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder, as applicable.
Notwithstanding the foregoing, terms used in “Basis for the Issue Price”, “Statement of Special Tax Benefits”,
“Industry Overview”, “Our Business”, “Key Regulations and Policies in India”, “Restated Financial
Information”, “History and Certain Corporate Matters”, “Financial Indebtedness”, “Other Regulatory and
Statutory Disclosures”, “Outstanding Litigations and Material Developments” and “Description of Equity
Shares and Terms of Articles of Association” on pages 151, 161, 166, 223, 248, 297, 261, 365, 433, 423 and
476 respectively, shall have the meaning ascribed to such terms in those respective sections.
General Terms
Term Description
“Our Company” or “the Veegaland Developers Limited, a public limited company incorporated in
Company” or “the Issuer” India under the provisons of Companies Act, 1956, having its registered
office at XXXV/564, 4th Floor, K C F Tower, Bharat Matha College Road,
Kakkanadu, Thrikkakara, Ernakulam – 682 021, Kerala, India.
“We” or “us” or “our” Unless the context otherwise requires or implies, refers to our Company
Company Related Terms
Term Description
“AoA” or “Articles or Articles of The articles of association of our Company, as amended from time to time.
Association”
“Audit Committee” The Audit Committee of our Board, as described in “Our Management –
Committees of the Board – Audit Committee” on page 276.
“Auditors” or “Statutory Statutory auditors of our Company, namely, M/s Varma & Varma, Chartered
Auditors” Accountants
“Board or “Board of Directors” The board of directors of our Company as constituted from time to time or
or “our Board” any duly constituted committee thereof. For details, see “Our Management”
on page 267.
“Chairperson” or “Chairman” Chairman of our Company, namely, George Joseph who is also the
Independent Director of our Company.
“Chief Financial Officer” or The chief financial officer of our Company, namely, Varun Saranga Kumar.
“CFO” For further details see, “Our Management – Key Managerial Personnel and
Senior Management” on page 285.
“Committee(s)” Duly constituted committee(s) of our Board of Directors as constituted from
time to time.
“Company Secretary and The company secretary and compliance officer of our Company, namely,
Compliance Officer” Akshay Anand T S. For further details see, “Our Management – Key
Managerial Personnel and Senior Management” on page 285.
“Corporate Social Responsibility Corporate social responsibility committee of our Board, as described in “Our
1Term Description
Committee” or “CSR Management – Committees of the Board – Corporate Social Responsibility
Committee” Committee” on page 284.
“Director(s)” The directors on our Board, as appointed from time to time. For details see,
“Our Management” on page 267.
“Equity Shares” The equity shares of our Company of face value of ₹10/- each, unless
otherwise specified in the context thereof.
“Executive Director(s)” Executive director(s) of our Company. For further details of our Executive
Directors, see “Our Management – Board of Directors” on page 267.
“Group Company” Company identified as a ‘group company’ of our Company in terms of
Regulation 2(1)(t) of the SEBI ICDR Regulations as described in “Our Group
Company” on page 294, namely, K Chittilappilly Foundation
“Independent Architect” The Independent Architect appointed by our Company, namely Binu
Balakrishnan Architects, an independent proprietary firm and a member of
Council of Architecture bearing registration number CA2004/34199
“Independent Directors(s)” The non-executive independent director(s) on our Board appointed as per the
Companies Act, 2013 and the SEBI Listing Regulations, as described in “Our
Management – Board of Directors” on page 267.
“IPO Committee” IPO Committee of our Board, as described in “Our Management –
Committees of the Board – IPO Committee” on page 281.
“ISIN” International Securities Identification Number. In this case being
INE1JTV01015
“Key Managerial Personnel” or The key managerial personnel of our Company in terms of Regulation
“KMP(s)” 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in “Our
Management – Key Managerial Personnel and Senior Management” on
page 285.
“Key Perforamce Indicators” or Key financial and operational performance indicators of our Company, as
“KPIs” included in “Basis for the Issue Price” and “Our Business” on pages 151
and 226, respectively.
“Materiality Policy” The policy adopted by our Board on November 20, 2025 for identification of
the: (a) outstanding material civil litigation proceedings involving our
Company, our Promoters and our Directors; (b) Group Companies; and (c)
material creditors, in accordance with the disclosure requirements under the
SEBI ICDR Regulations and for the purpose of disclosure in the Issue
Documents.
“MOA” or “Memorandum” or The memorandum of association of our Company, as amended from time to
“Memorandum of Association” time.
or “MoA”
“Non-Executive Director” A director not being an Executive Director or an Independent Director, for
details see “Our Management – Board of Directors” on page 267.
“Nomination and Remuneration The nomination and remuneration committee of our Board of Directors as
Committee” or “NRC” described in “Our Management – Committees of the Board – Nomination
and Remuneration Committee” on page 278.
“Promoter(s)” The Promoters of our Company, namely, Kochouseph Thomas Chittilappilly,
and K. Chittilappilly Trust. For details, see “Our Promoters and Promoter
Group” on page 289.
“Promoter Group” Entities and individuals constituting the promoter group of our Company in
terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as described in
“Our Promoters and Promoter Group” on page 289.
“Registered Office” The registered office of our Company, situated at XXXV/564, 4th Floor, K C
F Tower, Bharat Matha College Road, Kakkanadu, Thrikkakara, Ernakulam
– 682 021, Kerala, India.
“Registrar of Companies” or Registrar of Companies, Ernakulam. For further details, see “General
2Term Description
“RoC” Information” on page 97
“Restated Financial Information” The restated financial statements of our Company comprising the restated
or “Restated Financial statements of assets and liabilities as of September 30, 2025, March 31, 2025,
Statements” March 31, 2024 and March 31, 2023, and the restated statements of profit and
loss (including other comprehensive income), the restated statements of cash
flows and the restated statement of changes in equity for the six-month period
ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023, together
with the summary of material accounting policies and explanatory
information thereon, derived from the audited financial statements as of and
for the six-month period ended September 30, 2025 and for the Fiscals 2025,
2024 and 2023, prepared in accordance with Ind AS and each restated in
accordance with the requirements of Section 26 of Part I of Chapter III of the
Companies Act, 2013, the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued
by the Institute of Chartered Accountants of India, as amended.
The Restated Financial Information of our Company have been prepared to
comply in all material respects with the Indian Accounting Standards as
prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time),
presentation requirements of Division II of Schedule III to the Companies
Act, as applicable, to the financial statements and other relevant provisions
of the Companies Act.
For details, see “Restated Financial Information” on page 297.
“Risk Management Committee” The risk management committee of our Board of Directors as described in
“Our Management – Committees of the Board – Risk Management
Committee” on page 280
“Senior Management” or Senior Management of our Company in terms of Regulation 2(1)(bbbb) of
“SMP(s)” the SEBI ICDR Regulations and as disclosed in “Our Management – Key
Managerial Personnel and Senior Management” on page 285.
“Shareholders” or “Members” The equity shareholders of our Company whose names are entered into (i) the
register of members of our Company; or (ii) the records of a depository as a
beneficial owner of Equity Shares, from time to time.
“Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our
Committee” Management – Committees of the Board – Stakeholders’ Relationship
Committee” on page 280.
“Whole-Time Director(s)” The whole-time directors of our Company, Kochouseph Thomas
Chittilappilly, Bijoy Ambattu Bahuleyan and Kurian Thomas, for details see,
for details see “Our Management – Board of Directors” on page 267.
Issue Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing salient features of a
prospectus as may be specified by the SEBI in this regard.
“Acknowledgement Slip” The slip or document issued by a Designated Intermediary(ies) to a Bidder as
proof of registration of the Bid cum Application Form.
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to
“Allotted” the Issue of Equity Shares to the successful Applicants.
“Allotment Advice” Note or advice or intimation of Allotment sent to the Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange.
3Term Description
“Allottee” A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor” A Qualified Institutional Buyer, who applied under the Anchor Investor Portion
with a minimum Bid of ₹1,000.00 lakh in accordance with the requirements
specified in the SEBI ICDR Regulations and the Red Herring Prospectus.
“Anchor Investor Allocation The price at which the Equity Shares will be allocated to the Anchor Investors in
Price” terms of the Red Herring Prospectus and Prospectus, which will be decided by
our Company, in consultation with the BRLM, during the Anchor Investor
Bidding Date.
“Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor
Form” Portion and which will be considered as an application for Allotment in
accordance with the requirements specified under the SEBI ICDR Regulations
and the Red Herring Prospectus and the Prospectus
“Anchor Investor Bid/Issue One Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Period” or “Anchor Investor Investors shall be submitted, prior to and after which the Book Running Lead
Bidding Date” Manager will not accept any Bids from Anchor Investors, and allocation to
Anchor Investors shall be completed.
“Anchor Investor Issue Price” The final price at which the Equity Shares will be Allotted to the Anchor
Investors in terms of the Red Herring Prospectus and the Prospectus, which price
will be equal to or higher than the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price will be decided by our Company, in consultation
with the BRLM.
“Anchor Investor Pay-in With respect to the Anchor Investor(s), it shall be the Anchor Investor Bidding
Date” Date, and in the event the Anchor Investor Allocation Price is lower than the
Issue Price, a date not later than 2 (two) Working Days after the Bid/ Issue
Closing Date.
“Anchor Investor Portion” Up to 60% of the QIB Portion, which may be allocated by our Company in
consultation with the BRLM, to the Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations. 40% of the Anchor Investor
Portion shall be reserved as follows: (i) 33.33% for domestic Mutual Funds; and
(ii) 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 Issue Price, in accordance with
the SEBI ICDR Regulations.
“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make
Blocked Amount” or a Bid by authorizing an SCSB to block the Bid Amount in the ASBA Account
“ASBA” and will include applications made by UPI Bidders using UPI, where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by UPI
Bidders using the UPI Mechanism.
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder and specified in
the Bid cum Application Form which will be blocked by such SCSB to the extent
of the appropriate Bid Amount in relation to a Bid by a Bidder (other than a Bid
by an Anchor Investor) and includes a bank account maintained by a UPI Bidder
linked to a UPI ID, which will be blocked upon acceptance of a UPI Mandate
Request made by UPI Bidders using the UPI Mechanism.
“ASBA Bid” A Bid made by an ASBA Bidder including all revisions and modifications thereto
as permitted under the SEBI ICDR Regulations.
“ASBA Bidders” All Bidders except Anchor Investors.
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders
which will be considered as the application for Allotment in terms of the Red
Herring Prospectus and the Prospectus.
“Banker(s) to the Issue” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue
Account Bank(s) and Sponsor Bank, as the case may be.
“Basis of Allotment” Basis on which Equity Shares will be Allotted to successful Bidders under the
4Term Description
Issue, as described in “Issue Procedure” on page 455.
“Bid” An indication to make an issue during the Bid/Issue Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Period
by an Anchor Investor pursuant to submission of the Anchor Investor
Application Form, to subscribe to or purchase the Equity Shares of our Company
at a price within the Price Band, including all revisions and modifications thereto,
in accordance with the SEBI ICDR Regulations and the Red Herring Prospectus
and the relevant Bid cum Application Form. The term “Bidding” shall be
construed accordingly
“Bid Amount” In relation to each Bid, the highest value of the Bids indicated in the Bid cum
Application Form and in the case of Retail Individual Bidders bidding at the Cut-
off Price, the Cap Price multiplied by the number of Equity Shares Bid for by
such Retail Individual Bidder, and mentioned in the Bid cum Application Form
and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder,
as the case may be, upon submission of such Bid.
“Bid cum Application Form” The Anchor Investor Application Form or the ASBA Form, as the case may be
“Bid Lot” [●] Equity Shares of face value of ₹ 10/- each and in multiples of [●] Equity
Shares thereafter.
“Bid/Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being [●] which
shall be notified in all editions of [•] (a widely circulated English national daily
newspaper), all editions of [•] (a widely circulated Hindi national daily
newspaper), and [•] editions of [•], (a widely circulated Malayalam regional
daily newspaper, Malayalam being the regional language of Kerala, where our
Registered Office is located)
In case of any revision, the extended Bid/Issue Closing Date shall be widely
disseminated by notification to the Stock Exchanges and shall also be notified on
the websites of the BRLM and at the terminals of the Syndicate Members and
communicated to the Designated Intermediaries and the Sponsor Banks, which
shall also be notified in a public notice in the same newspapers in which the
Bid/Issue Opening Date was published, as required under the SEBI ICDR
Regulations.
Our Company in consultation with the BRLM, may consider closing the
Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date,
in accordance with the SEBI ICDR Regulations
“Bid/Issue Opening Date” Except in relation to any Bids received from Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, which shall be notified
in all editions of the English national daily newspaper [•], all editions of the
Hindi national daily newspaper [•] (a widely circulated Hindi national daily
newspaper), and [●] editions of [•], (a widely circulated Malayalam regional
daily newspaper, Malayalam being the regional language of Kerala, where our
Registered office is located) and in case of any revision, the extended Bid/ Issue
Period also be widely disseminated by notification to the Stock Exchanges by
issuing a press release and also by indicating the change on the website of the
BRLM and at the terminals of the Members of the Syndicate and by intimation
to the Designated Intermediaries and Sponsor Bank(s), as required under the
SEBI ICDR Regulations.
“Bid/Issue Period” Except in relation to the Anchor Investors, the period between the Bid/ Issue
Opening Date and the Bid/ Issue Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions thereof,
in accordance with the SEBI ICDR Regulations, provided that such period shall
be kept open for a minimum of 3 (three) Working Days for all categories of
5Term Description
Bidders, other than Anchor Investors.
In cases of force majeure, banking strike or similar circumstances, our Company
may, for reasons to be recorded in writing, extend the Bid/ Issue Period for a
minimum of 1 (one) Working Day, subject to the Bid/ Issue Period not exceeding
10 Working Days.
Our Company, in consultation with the BRLM, may consider closing the Bid/
Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in
accordance with the SEBI ICDR Regulations.
“Bidder(s)” or “Investor(s)” Any prospective investor who makes a Bid pursuant to the terms of the Red
or “Applicant(s)” Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor.
“Bidding Centers” The 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
“Book Building Process” The book building process as described in Part A, Schedule XIII of the SEBI
ICDR Regulations, in terms of which the Issue is being made.
“Book Running Lead The book running lead manager to the Issue, being Cumulative Capital Private
Manager” or “BRLM” Limited
“Broker Centers” The broker centres notified by the Stock Exchanges where ASBA Bidders can
submit the ASBA Forms to a Registered Broker (in case of UPI Bidders, using
the UPI Mechanism). The details of such Broker Centres, along with the names
and contact details of the Registered Brokers are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com),
as updated from time to time
“CAN” or “Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
Allocation Note” who have been allocated the Equity Shares, on or after the Anchor Investor
Bid/Issue Period.
“Cap Price” The higher end of the Price Band, subject to any revision thereto, above which
the Issue Price and the Anchor Investor Issue Price will not be finalized and
above which no Bids will be accepted, and which shall be at least 105% of the
Floor Price and shall not be more than 120% of the Floor Price
“Cash Escrow and Sponsor Agreement to be entered into among our Company, the BRLM, the Bankers to
Bank Agreement” the Issue, Syndicate Members and Registrar to the Issue for, inter alia, collection
of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue
Account and where applicable, refunds of the amounts collected from Bidders,
on the terms and conditions thereof.
“Client ID” Client identification number maintained with one of the Depositories in relation
to dematerialised account.
“Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and
Participant” or “CDP” registered under Section 12 (1A) of the SEBI Act and who is eligible to procure
Bids at the Designated CDP Locations in terms of SEBI circular no. CIR
/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars
and as per the list available on the websites of the Stock Exchanges, as updated
from time to time.
“Cut-off Price” The Issue Price finalized by our Company, in consultation with the BRLM,
which shall be any price within the Price Band.
Only Retail Individual Bidders 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.
6Term Description
“Cut-off Time” 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 on after the Bid/Issue Closing Date.
“Demographic Details” The demographic details of the Bidders including the Bidder’s address, name of
the Bidder’s father/husband, investor status, occupation, bank account details
and UPI ID, wherever applicable
“Designated CDP Locations” Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact
details of the CDPs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), as updated from time to time
“Designated Date” The date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account(s) to the Public Issue Account or the Refund Account, as
the case may be, and/or the instructions are issued to the SCSBs (in case of UPI
Bidders using the UPI Mechanism, instruction issued through the Sponsor
Banks) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts
to the Public Issue Account, 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 to successful Bidders in the Issue
“Designated Collectively, the Syndicate, Sub-Syndicate Members, SCSBs (other than in
Intermediary(ies)” relation to UPI Bidders using the UPI Mechanism), Registered Brokers, CDPs
and RTAs, who are authorized to collect Bid cum Application Forms from the
Bidders in the Issue.
In relation to ASBA Forms submitted by Retail Individual Bidders Bidding in
the Retail Portion by authorizing an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by such UPI Bidder,
as the case may be, using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders
(not using the UPI Mechanism), Designated Intermediaries shall mean
Syndicate, sub-Syndicate/agents, SCSBs, Registered Brokers, the CDPs and
RTAs
“Designated RTA Locations” Such locations of the RTAs where Bidders can submit the ASBA Forms to the
RTAs. The details of such Designated RTA Locations, along with names and
contact details of the RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), updated from time to time.
“Designated SCSB Branches” Such branches of the SCSBs which shall collect ASBA Forms, a list of which is
available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=35 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=34, updated from time to time, and at such other websites as may be
prescribed by SEBI from time to time.
“Designated Stock [●]
Exchange”
“Draft Red Herring This draft red herring prospectus dated December 30, 2025 filed with the SEBI
7Term Description
Prospectus” or “DRHP” and issued in accordance with the SEBI ICDR Regulations, which does not
contain complete particulars of the price at which the Equity Shares will be
Allotted and the size of the Issue, including any addenda or corrigenda thereto.
“Eligible FPIs” FPIs that are eligible to participate in the Issue from such jurisdictions outside
India where it is not unlawful to make an offer/ invitation under the Issue and in
relation to whom the Bid cum Application Form and the Red Herring Prospectus
shall constitute an invitation to purchase the Equity Shares offered thereby
“Eligible NRI(s)” NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules,
from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the Bid cum Application Form
and the Red Herring Prospectus will constitute an invitation to subscribe to or
purchase the Equity Shares offered thereby
“Escrow Account(s)” Account(s) to be opened with the Escrow Collection Bank(s) and in whose favour
the Anchor Investors will transfer money through direct credit or NACH or
NEFT or RTGS in respect of the Bid Amount when submitting a Bid
“Escrow Collection Bank(s)” Banks which are clearing members and registered with SEBI as bankers to an
issue under the SEBI BTI Regulations and with whom the Escrow Account(s)
will be opened, in this case being [●].
“First Bidder” or “Sole Bidder whose name appears first in the Bid cum Application Form or the
Bidder” Revision Form and in case of joint Bids, whose name also appears as the first
holder of the beneficiary account held in joint names
“Floor Price” The lower end of the Price Band, subject to any revision thereto, at or above
which the Issue Price and the Anchor Investor Issue Price will be finalized and
below which no Bids will be accepted
“General Information The General Information Document for investing in public issues prepared and
Document” or “GID” issued in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time. The General Information Document
shall be available on the websites of the Stock Exchanges and the BRLM.
“Gross Proceed(s)” Gross proceeds of the Issue
“ICRA” ICRA Analytics Limited
“ICRA Report” An Industry report titled “Assessment of Residential Construction Sector – With
focus on Kerala” dated December 26, 2025, prepared by ICRA, appointed by
our Company pursuant to arrangement dated July 16, 2025, exclusively
commissioned by and paid for in connection with the Issue and is available on
the website of our Company at www.veegaland.com
“Issue” The Fresh Issue of up to [●] Equity Shares of face value of ₹10/- each by our
Company, at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity
Share) aggregating up to ₹ 25,000.00 lakhs. For information, see “The Issue” on
page 91.
“Issue Agreement” The agreement dated December 18, 2025, entered into by and among our
Company and the BRLM, pursuant to which certain arrangements are agreed to
in relation to the Issue
“Issue Price” ₹[●] per Equity Share, the final price (within the Price Band) at which Equity
Shares will be Allotted to successful Bidders (except for the Anchor Investors)
in terms of the Red Herring Prospectus and the Prospectus. The Issue Price will
be decided by our Company, in consultation with the BRLM, on the Pricing Date
in accordance with the Book Building Process and the Red Herring Prospectus.
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Issue
Price.
The Issue Price will be decided by our Company in consultation with the BRLM
on the Pricing Date in accordance with the Book Building Process and the Red
8Term Description
Herring Prospectus.
“Issue Proceeds” The proceeds of the Issue, which shall be available to our Company. For details
about use of the Issue Proceeds, see “Objects of the Issue” on page 132.
“Life Insurance Life insurance companies registered with the Insurance Regulatory and
Company(ies)” Development Authority of India under the provisions of the Insurance Act, 1938
“Mobile App(s)” The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&i ntmId=43 or such other website as may be updated from time to time, which
may be usedby UPI Bidders to submit Bids using the UPI Mechanism as
provided under ‘Annexure A’ for the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
“Monitoring Agency” [●], being a credit rating agency registered with SEBI
“Monitoring Agency Monitoring agency agreement dated [●], 2025 entered into between our
Agreement” Company and the Monitoring Agency
“Mutual Fund Portion” 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or [●] Equity
Shares which shall be available for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids being received at or above the Issue
Price.
“Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
“Net Proceeds” The proceeds of the Issue less Issue related expenses. For further information
regarding use of the Issue Proceeds and the Issue related expenses, see “Objects
of the Issue” on page 132.
“Net QIB Portion” The QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors.
“Non-Institutional Bidders” All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for
or “NIBs” or “Non- Equity Shares for an amount more than ₹ 2 Lakhs (but not including NRIs other
Institutional Investors” or than Eligible NRIs)
“NII(s)”
“Non-Institutional Portion” The portion of the Issue being not less than 15% of the Issue, or [●] Equity Shares
of face value of ₹10/- each, which shall be available for allocation to Non-
Institutional Bidders in accordance with the SEBI ICDR Regulations, out of
which (a) one-third of such portion shall be reserved for Bidders with application
size of more than ₹ 2.00 lakh and up to ₹ 10.00 lakh; and (b) two-thirds of such
portion shall be reserved for Bidders with application size of more than ₹ 10.00
lakh, 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,
subject to valid Bids being received at or above the Issue Price
“Non-Resident” or “NR” A person resident outside India, as defined under FEMA
“Pension Fund(s)” A fund registered with the Pension Fund Regulatory and Development Authority
under the provisions of the Pension Fund Regulatory and Development Authority
Act, 2013
“Price Band” Price band of a minimum price of ₹[●] per Equity Share (i.e., the Floor Price)
and the maximum price of ₹ [•] per Equity Share (i.e., the Cap Price), including
any revisions thereof. The Price Band and the minimum Bid Lot for the Issue
will be decided by our Company in consultation with the BRLM and shall be
advertised in all editions of [●] English national daily newspaper, all editions of
[●], a Hindi national daily newspaper and [●]editions of [●], a Malayalam
regional daily newspaper (Malayalam being the regional language where our
Registered Office is located), and shall be made available to the Stock
Exchanges for the purpose of uploading on their respective websites
“Pricing Date” The date on which our Company, in consultation with the BRLM, will finalize
the Issue Price.
9Term Description
“Prospectus” The prospectus for the Issue to be filed with the RoC on or after the Pricing Date
in accordance with Section 26 of the Companies Act and the SEBI ICDR
Regulations, containing, inter alia, the Issue Price that is determined at the end
of the Book Building Process, the size of the Issue and certain other information,
including any addenda or corrigenda thereto.
“Public Issue Account(s)” ‘No-lien’ and ‘non-interest-bearing’ bank account(s) to be opened in accordance
with Section 40(3) of the Companies Act, with the Public Issue Account Bank to
receive money from the Escrow Account(s) and the ASBA Accounts maintained
with the SCSBs on the Designated Date
“Public Issue Account The bank(s) which are clearing members and registered with the SEBI as bankers
Bank(s)” to an issue and with which the Public Issue Account(s) shall be opened for
collection of Bid Amounts from the Escrow Account(s) and ASBA Accounts on
the Designated Date, being, [●].
“QIB Portion” The portion of the Issue being not more than 50% of the Issue, or not more than
[●] Equity Shares of face value of ₹ 10/- each, which shall be available for
allocation on a proportionate basis to QIBs, including the Anchor Investor
Portion (in which allocation shall be on a discretionary basis, as determined by
our Company, in consultation with the BRLM), subject to valid Bids being
received at or above the Issue Price or the Anchor Investor Issue Price, as
applicable
“Qualified Institutional Qualified institutional buyer(s) as defined under Regulation 2(1)(ss) of the SEBI
Buyer(s)” or “QIB(s)” or ICDR Regulations. However, non-residents which are FVCIs and multilateral
“QIB Bidder(s)” and bilateral development financial institutions are not permitted to
participate in the Issue.
“Red Herring Prospectus” or The red herring prospectus dated [●] to be issued by our Company in accordance
“RHP” with Section 32 of the Companies Act and the SEBI ICDR Regulations, which
will not have complete particulars of the Issue Price, including any addenda or
corrigenda thereto. The Red Herring Prospectus which will be filed with the RoC
at least three Working Days before the Bid/Issue Opening Date and will become
the Prospectus upon filing with the RoC on or after the Pricing Date
“Refund Account(s)” Account opened with the Refund Bank(s) from which refunds, if any, of the
whole or part of the Bid Amount to the Bidders shall be made
“Refund Bank(s)” The bank(s) which are clearing member(s) registered with SEBI under the SEBI
BTI Regulations, with whom the Refund Account(s) will be opened, in this case
being, [●]
“Registered Brokers” The stock brokers registered with the stock exchanges having nationwide
terminals, other than the members of the Syndicate and eligible to procure Bids
in terms of the circular (No. CIR/CFD/14/2012) dated October 4, 2012 (to the
extent not rescinded by the SEBI ICDR Master Circular) and the UPI Circulars
issued by the SEBI
“Registrar Agreement” The agreement dated December 12, 2025 entered into among our Company and
the Registrar to the Issue in relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue
“Registrar and Share Transfer Registrar and share transfer agents registered with the SEBI and eligible to
Agents” or “RTAs” procure Bids at the Designated RTA Locations in terms of the SEBI RTA Master
Circular read with the SEBI ICDR Master Circular and the lists available on the
website of the BSE and NSE, and the UPI Circulars
“Registrar to the Issue” or The registrar to the issue being, MUFG Intime India Private Limited (formerly
“Registrar” known as Link Intime India Private Limited)
“Resident Indian” A person resident in India, as defined under FEMA
“Retail Individual Bidder(s)” Individual Bidders submitting Bids, who have Bid for the Equity Shares for an
or “RIB(s)” or “Retail amount not more than ₹2.00 lakh in any of the bidding options in the Issue
Individual Investors” or (including HUFs applying through their karta and Eligible NRIs and does not
10Term Description
“RII(s)” include NRIs other than Eligible NRIs) and Eligible NRIs
“Retail Portion” The portion of the Issue being not less than 35% of the Issue, or [●] Equity Shares
of face value ₹10/- each, which shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Issue Price
“Revision Form” The form used by the Bidders to modify the quantity of Equity Shares or the Bid
Amount in their Bid cum Application Forms or any previous Revision Forms.
QIBs and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of the quantity of Equity Shares or the Bid Amount) at any stage.
Only Retail Individual Bidders can revise their Bids during the Bid/Issue Period
and withdraw their Bids until the Bid/Issue Closing Date
“Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services, (i)
Bank(s)” or “SCSB(s)” in relation to ASBA (other than through the UPI Mechanism), where the Bid
Amount will be blocked by authorizing an SCSB, a list of which is available on
the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=35 and as updated from time to time and at such other websites as may
be prescribed by SEBI from time to time, (ii) in relation to Bidders using the UPI
Mechanism, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=40 or such other website as may be prescribed by SEBI and updated from time
to time. Applications through UPI in the Issue can be made only through the
SCSBs mobile applications (apps) whose name appears on the SEBI website. A
list of SCSBs and mobile applications, which, are live for applying in public
issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=43 and as updated from time to time and at such other websites as may be
prescribed by SEBI from time to time.
“Specified Locations” Bidding Centres where the Syndicate will accept ASBA Forms from the ASBA
Bidders, a list of which is available of the website of SEBI (www.sebi.gov.in)
and as updated from time to time
“Sponsor Bank” [●], being a Banker to the Issue, appointed by our Company to act as conduits
between the Stock Exchanges and NPCI in order to push the mandate collect
requests and / or payment instructions of the UPI Bidders and carry out other
responsibilities, in terms of the UPI Circulars
“Stock Exchanges” BSE Limited and National Stock Exchange of India Limited.
“Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the BRLM and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
“Syndicate” or “Members of Together, the BRLM and the Syndicate Members.
the Syndicate”
“Syndicate Agreement” Agreement dated [●] entered into among the members of the Syndicate, our
Company and Registrar to the Issue in relation to the collection of Bid cum
Application Forms by the members of the Syndicate
“Syndicate Members” Intermediaries (other than BRLM) registered with SEBI who are permitted to
accept bids, applications and place orders with respect to the Issue and carry out
activities as an underwriter namely.
“Systemically Important In the context of a Bidder, a systemically important non-banking financial
NBFC” company registered with the RBI and as defined under Regulation 2(1)(iii) of the
SEBI ICDR Regulations
11Term Description
“Underwriters” [•]
“Underwriting Agreement” The agreement among the Underwriters and our Company to be entered into on
or after the Pricing Date but prior to the filing of the Prospectus with the RoC
“Unified Payments Interface An instant payment mechanism developed by the NPCI
or UPI”
“UPI Bidders” Collectively, individual investors applying as (i) Retail Individual Bidders in the
Retail Portion; and (ii) individuals applying as Non-Institutional Bidders with an
application size of up to ₹5.00 lakh in the Non-Institutional Portion.
Pursuant to the SEBI ICDR Master Circular, all individual investors applying in
public issues where the application amount is up to ₹5.00 lakh shall use the UPI
Mechanism and shall provide their UPI ID in the Bid cum Application Form
submitted with: (i) a syndicate member, (ii) a stock broker registered with a
recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name
is mentioned on the website of the stock exchange as eligible for such activity),
and (iv) a registrar to an issue and share transfer agent (whose name is mentioned
on the website of the stock exchange as eligible for such activity)
“UPI Circulars” The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
and the SEBI ICDR Master Circular, SEBI RTA Master Circular (to the extent
it pertains to UPI) along with the circulars issued by the NSE having reference
no. 23/2022 dated July 22, 2022 and reference no. 25/2022 dated August 3, 2022
and the notices issued by BSE having reference no. 20220722-30 dated July 22,
2022 and reference no. 20220803-40 dated August 3, 2022 and any subsequent
circulars or notifications issued by SEBI or the Stock Exchanges in this regard
“UPI ID” An ID created on the UPI for single-window mobile payment system developed
by the NPCI
“UPI Mandate Request” A request (intimating the UPI Bidder by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of
an SMS on directing the UPI Bidder to such UPI linked mobile application) to
the UPI Bidder initiated by the Sponsor Banks to authorize blocking of funds on
the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment
“UPI Mechanism” The bidding mechanism that may be used by an UPI Bidder in accordance with
the UPI Circulars to make an ASBA Bid in the Issue
“UPI PIN” Password to authenticate UPI transaction
“Wilful Defaulter” or Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(III)
“Fraudulent Borrower” of the SEBI ICDR Regulations
“Working Day” All days on which commercial banks in Mumbai are open for business. In respect
of announcement of Price Band and Bid/Issue Period, Working Day shall mean
all days, excluding Saturdays, Sundays and public holidays, on which
commercial banks in Mumbai are open for business. In respect of the time period
between the Bid/ Issue Closing Date and the listing of the Equity Shares on the
Stock Exchanges, Working Day shall mean all trading days of the Stock
Exchanges, excluding Sundays and bank holidays in India, in accordance with
circulars issued by SEBI, including the UPI Circulars
Technical / Industry / Business related terms
Term Description
“Acres” An acre is an unit of area commonly used to measure land. 1 Acre is equal to
43,560 square feet.
“AHF” An Affordable Housing Fund is a financial resource dedicated to supporting the
development of housing options that are affordable for people with low to modest
12Term Description
incomes. These funds can be generated through various sources, such as bank
penalties for not meeting lending targets to the sector, government-authorized
bonds, or direct appropriations
“ASSOCHAM” ASSOCHAM is one of India’s leading industry associations that represents
businesses across sectors. It works with the government to influence policy,
promote trade and investment, support industry growth, and conduct research on
economic and market trends.
“Boutique Flats” A boutique flat is a premium, limited-supply residential unit designed to offer
customized, ready-to-move-in luxury living for discerning homebuyers. These
flats typically feature high-end interiors such as modular kitchens, built-in
wardrobes, premium marble flooring and refined wall finishes. Boutique flats
also provide select lifestyle amenities including landscaped gardens, yoga and
meditation areas, indoor gyms, game zones, libraries, music rooms and dedicated
children’s play spaces.
“Completed Projects” Completed Projects refer to residential developments where the land (or
development rights) has been acquired, design development and construction
activities have been completed in accordance with the approved plan and
occupancy certificates have been received from the competent authority for all
built-up units within the project. For details, see “Our Business – Our Projects –
Completed Projects” on page 229
“CRM” Customer Relationship Management.
“CRZ” Coastal Regulation Zone.
“CII” A leading industry association in India that works with the government and
businesses to shape policies, promote competitiveness, support industrial growth,
and conduct research and seminars.
“CREDAI” CREDAI, or the Confederation of Real Estate Developers’ Associations of India,
is the apex body for private real estate developers in India. Its primary goal is to
organize and modernize the real estate industry by promoting transparency,
ethical practices, and professional standards among its members
“DBT” Direct Benefit Transfer (DBT) is a government initiative to transfer subsidies and
benefits directly into the bank accounts of beneficiaries, improving efficiency,
transparency, and accountability.
“DTAA” A Double Taxation Avoidance Agreement (DTAA) is a bilateral treaty between
two countries to prevent the same income from being taxed twice. DTAAs
establish a framework that allocates taxing rights and sets specific tax rates for
various income categories, thereby providing relief to individuals and companies
that earn income across international borders.
“ERP” Enterprise Resource Planning
“FICCI” India’s largest and oldest business organizations, representing industries and
working with government bodies to promote economic development, business
policies, and market research.
“GCC” A Global Capability Center (GCC) is an offshore or nearshore subsidiary of a
multinational corporation that performs specialized business functions like IT,
R&D, finance, and HR
“Gulf region” Countries located around the Persian Gulf, commonly including the UAE, Saudi
Arabia, Qatar, Kuwait, Oman, and Bahrain.
“HNIs” Individuals who possess significant investable wealth, typically above a defined
threshold (often ₹5 crore or more in India). They are major investors in luxury
real estate, equities, and alternative assets.
“IS” Indian Standards issued by the Bureau of Indian Standards (BIS) to ensure
quality, safety, reliability, and efficiency of products, services, and systems.
“IGBC” The Indian Green Building Council is an organization that promotes sustainable
building practices in India through its various rating systems and certification
programs.
“ITC” Input Tax Credit (ITC) is a mechanism under the Goods and Services Tax (GST)
framework that allows registered businesses to claim a credit for taxes paid on
13Term Description
business-related purchases. This credit is then used to offset the tax a business
must pay on its sales, which prevents the “cascading effect” of taxes (tax on tax).
“JDA” Joint Development Arrangements, whereby we collaborate with landowner to
develop residential real estate on the land.
“KESNIK” KESNIK is a government-supported organization in Kerala that promotes cost-
effective, sustainable, and eco-friendly construction technologies. It provides
technical guidance, training, building materials, and consultancy services to
encourage affordable housing and environmentally responsible construction
practices across the state.
“MEP” Mechanical, Electrical and Plumbing.
“MOUHA” MoHUA is the central government ministry responsible for formulating and
implementing policies, programs, and regulations related to urban development,
housing, urban infrastructure, smart cities, metro rail systems, sanitation, and
sustainable urban planning in India.
“NAREDCO” NAREDCO is an apex body under the Ministry of Housing and Urban Affairs
that represents the real estate sector in India. It works to promote transparency,
fair practices, policy reforms, and growth in the real estate industry. The council
brings together developers, financial institutions, and government bodies to
address industry challenges and enhance sector efficiency.
“NHB” The National Housing Bank is an all-India financial institution established under
the National Housing Bank Act of 1987. It was created to operate as the primary
agency to promote housing finance institutions and provide financial support for
the housing sector.
“NSDP” NSDP (Net State Domestic Product) is a measure of the economic output of a
specific state or union territory within a country. It represents the total monetary
value of all goods and services produced within the state's borders over a given
period, after accounting for depreciation.
“Occupancy Certificate” or A certificate issued by the governing authority confirming that a building has
“OC” been constructed in accordance with approved plans and is fit for occupation.
“Ongoing Projects” Ongoing projects refers to residential developments that are presently under
execution and are progressing through different stages of construction, and
development activities as on October 31, 2025. For details, see “Our Business –
Our Projects – Ongoing Projects” on page 229.
“PIRI” PIRI is a global benchmark published by Knight Frank that tracks the annual price
movement of luxury residential properties across major international cities. It
measures how prime housing markets perform, helping investors understand
which global destinations are gaining or losing value in the high-end real estate
segment.
“PMAY” PMAY stands for Pradhan Mantri Awas Yojana, an Indian government scheme
launched to provide "Housing for All" by ensuring affordable housing for low
and middle-income groups. It has two main components: PMAY-U (Urban) for
urban areas and PMAY-G (Gramin) for rural areas, which can be accessed
through various means such as credit-linked subsidies, beneficiary-led
construction, and in-situ slum redevelopment.
“Real Estate” Real estate refers to land and everything permanently attached to it, including
buildings, houses, structures, and natural resources such as water, minerals, and
crops. It also includes the rights of ownership, such as the ability to buy, sell,
lease, or develop the property. Real estate is mainly used for residential,
commercial, industrial, and agricultural purposes.
“REITs” A Real Estate Investment Trust (REIT) is a company that owns, operates, or
finances income-producing real estate, allowing individuals to invest in large-
scale, income-generating properties without buying or managing them directly.
“RERA Authority” A Real Estate Regulatory Authority (RERA) is a government body that regulates
and promotes the real estate sector to protect consumers' interests and increase
transparency. Established under a specific act, such as India's Real Estate
(Regulation and Development) Act, 2016, its purpose is to ensure that the sale of
14Term Description
property is done efficiently and transparently
“Residential Real Estate” Residential real estate refers to properties that are designed and used for people
to live in. This includes homes, apartments, villas, townhouses, condominiums,
and other types of housing units. These properties are meant for personal living,
not for business or industrial activities.
“SRS” The Sample Registration System (SRS) is a large-scale demographic survey in
India that provides reliable annual estimates of birth rates, death rates, and other
fertility and mortality indicators.
“SWAMIH” SWAMIH is an acronym for the Special Window for Affordable and Mid-Income
Housing, a government-backed fund launched in November 2019 to provide
priority debt financing for stalled and stressed residential real estate projects. The
fund's objective is to complete these projects and deliver homes to buyers by
providing "last-mile" funding.
“Saleable Area” Saleable Area refers to the total area of a residential unit on which the
consideration is charged to the purchaser and generally includes the carpet area,
internal walls, balconies or terraces (where applicable), together with a
proportionate share of common areas such as corridors, lobbies, recreational
facilities and service areas.
“UHNIs” Individuals with exceptionally high investable wealth, generally above ₹50 crore
or USD 30 million. They form the top tier of wealthy investors and prefer
exclusive, luxury, and bespoke assets including boutique homes.
“Upcoming Projects” Upcoming Projects refer to residential developments where the land (or rights
thereto) has been acquired, and where the business plan, design development, pre-
construction activities and regulatory approval processes are underway; however,
construction and sales activities have not yet commenced as on October 31, 2025.
As of the date of this Draft Red Herring Prospectus, our project ‘Serene’ has
received registration under the Real Estate (Regulation and Development) Act,
2016 and has been launched for sale and would accordingly qualify as an Ongoing
Project. However, since the project-wise disclosures in this Draft Red Herring
Prospectus are presented as of October 31, 2025, Serene is classified as an
Upcoming Projects for the purposes of such disclosures in the Draft Red Herring
Prospectus. For details, see “Our Business – Our Projects – Upcoming Projects”
on page 231
“VC” A form of private equity financing provided by investors to startups or growing
businesses with high potential. VCs offer funding, strategy, and mentorship in
exchange for equity ownership.
Conventional and General Terms / Abbreviations
Term Description
“Alternative Investment Alternative investment funds as defined in, and registered under, the SEBI AIF
Funds or AIFs” Regulations
“A.Y.” or “AY” Assessment Year
“A/C” Account
“AGM” Annual General Meeting
“AHF” Affordable Housing Fund
“AS” or “Accounting
Accounting Standards as issued by the Institute of Chartered Accountants of India
Standard”
“ASSOCHAM” The Associated Chambers of Commerce and Industry of India.
“Associate” A person who is an associate of the issuer and as defined under the Companies
Act, 2013
“Banking Regulation Act” The Banking Regulation Act, 1949
“BFSI” Banking, Financial Services, and Insurance
15Term Description
“BHK” Bedroom, Hall, and Kitchen
“Bn” or “bn” Billion
“BSE” BSE Limited
“CAGR” Compound Annual Growth Rate
“Category I FPI” FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations
“Category II FPI” FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI
Regulations
“CBRE” Coldwell Banker Richard Ellis
“CCTV” Closed-Circuit Television
“CDSL” Central Depository Services (India) Limited.
“CEOs” Chief Executive Officer
“CII” Confederation of Indian Industry
“CIN” Corporate Identity Number.
“CMDA” Chennai Metropolitan Development Authority
“Companies Act, 1956” The Companies Act, 1956, read with the rules, regulations, clarifications and
modifications notified thereunder
“Companies Act, 2013” or The Companies Act, 2013, read with the rules, regulations, clarifications and
“Companies Act” modifications notified thereunder, as amended
“Competition Act” Competition Act, 2002, as amended and the rules and regulations made thereunder
“Contract Labour” The Contract Labour (Regulation and Abolition) Act, 1970
“COVID-19” A public health emergency of international concern as declared by the World
Health Organization on January 30, 2020 and a pandemic on March 11, 2020.
“Consolidated FDI Policy” The extant consolidated FDI Policy, effective from October 15, 2020, issued by
the DPIIT, and any modifications thereto or substitutions thereof, issued from time
to time.
“Control” Control as defined under the Takeover Regulations, and the term “Controlled”
shall be construed accordingly.
“Copyright Act” Copyright Act, 1957.
“CPC” Code of Civil Procedure, 1908.
“CRE” Commercial Real Estate
“CREDAI” Confederation of Real Estate Developers Association of India
“CSR” Corporate Social Responsibility.
“CST” Central Sales Tax
“CXOs” Chief Experience Officer
“CY” Calendar year.
“DBT” Direct Benefit Transfer
“Debt to Equity Ratio” Debt equity ratio is calculated as total borrowings divided by total equity.
“Depositories Act” The Depositories Act, 1996.
“Depositories” NSDL and CDSL
“DIN” Director Identification Number.
“DP or Depository A depository participant as defined under the Depositories Act
Participant”
“DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry (formerly Department of Industrial Policy and Promotion), GoI.
“DP ID” Depository Participant’s identity number.
“DTAA” Double Taxation Avoidance Agreements
16Term Description
“EBITDA” Earnings before interest, taxes, depreciation and Amortization excluding other
income.
“EBITDA Margin” EBITDA Margin is the percentage of EBITDA divided by revenue from
operations.
“ECR” East Coast Road
“EGM” or “EOGM” Extraordinary General Meeting.
“EMI” Equated Monthly Installment
“EPS” Earnings per share.
“ERP” Enterprise Resource Planning.
“ESI Act” Employees’ State Insurance Act, 1948
“ESIC” Employees’ State Insurance Corporation
“ESIS” Employees’ State Insurance Scheme.
“Euro” or “EUR” Euro, the official single currency of the participating member states of the
European Economic and Monetary Union of the Treaty establishing the European
Community.
“FAQ(s)” Frequently asked questions
“FCNR” Foreign currency non-resident account.
“FDI” Foreign Direct Investment.
“FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DPIIT through
notification dated October 15, 2020 effective from October 15, 2020
“FEMA” The Foreign Exchange Management Act, 1999, read with the rules and regulations
thereunder
“FEMA Non-debt The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Instruments Rules or the
FEMA NDI Rules or FEMA
Rules”
“FICCI” Federation of Indian Chambers of Commerce and Industry
“FMS” Faculty of Management Studies (University of Delhi)
“Financial Year” or Unless stated otherwise, the period of 12 months ending March 31 of that
“Fiscal” or “fiscal year” or particular year
“FY”
“FPIs” Foreign portfolio investors as defined in, and registered with, the SEBI under the
SEBI FPI Regulations
“Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of
Offender” the Fugitive Economic Offenders Act, 2018.
“FVCI” Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000)
registered with SEBI
“FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
“FY” Financial Year
“GCC” Global Capability Centers
“GDP” Gross Domestic Product.
“GFRG” Glass Fibre Reinforced Gypsum
“GIS” Geographic Information System
“Government” or “GOI” The Government of India.
“GST” Goods and Services Tax.
“HITEC” Hyderabad Information Technology and Engineering Consultancy
“HNIs” High Net-Worth Individuals
17Term Description
“HR” Human resources
“HUF(s)” Hindu Undivided Family(ies).
“IBC” Insolvency and Bankruptcy Code, 2016
“ICAI” Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards of the International Accounting
Standards Board.
“IGBC” Indian Green Building Council
“IIT” Indian Institute of Technology
“IIFT” Indian Institute of Foreign Trade
“IMF” International Monetary Fund.
“Income Tax Act” Income-tax Act, 1961
“Income Tax Rules” Income-tax Rules, 1962, as amended.
“Ind AS” The Indian Accounting Standards referred to in the Companies Act 2013 and
Companies (Indian Accounting Standard) Rules, 2015, as amended.
“Ind AS Rules” The Companies (Indian Accounting Standards) Rules, 2015 notified under Section
133 of the Companies Act, 2013, as amended
“Indian GAAP” Generally Accepted Accounting Principles in India.
“INR” or “Rupee” or “₹” or Indian Rupees
“Rs.”
“Ind AS 24” Indian Accounting Standard 24 issued by the ICAI.
“IPO” Initial Public Offering
“IRDAI” Insurance Regulatory and Development Authority of India.
“IRDAI Investment Insurance Regulatory and Development Authority of India (Investment)
Regulations” Regulations, 2016
“ISO” International Organization for Standardization.
“IST” Indian Standard Time.
“IT” Information Technology.
“IT Act” Information Technology Act, 2000
“ITC” Input Tax Credit
“ITeS” Information Technology Enabled Services
“JLL” Jones Lang LaSalle
“KESNIK” Kerala State Nirmithi Kendra
“LIDAR” Light Detection and Ranging
“LEED” Leadership in Energy and Environmental Design
“KPIs” Key Performance Indicators.
“MCA” The Ministry of Corporate Affairs, Government of India.
“MCLR” Marginal Cost of funds based lending rate
“MMR” Mumbai Metropolitan Region
“MOUHA” Ministry of Housing and Urban Affairs
“Mutual Funds” Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996.
“N.A.” or “NA” Not Applicable
“NACH” National Automated Clearing House.
“NAREDCO” National Real Estate Development Council
“NAV” Net Asset Value
“NBFC” Non-banking financial company
“NBFC-SI” Systemically important non-banking financial company
18Term Description
“NCR” National Capital Region
“NEFT” National Electronic Fund Transfer
“NHB” National Housing Bank
“NPCI” National Payments Corporation of India
“NRE accounts” NRI Non-Resident External account
“NR / Non-Resident” A person resident outside India, as defined under the FEMA and includes an NRI,
FPIs and FVCIs
“NRI” or “Non-resident A person resident outside India, who is a citizen of India as defined under the
Indian” Foreign Exchange Management (Deposit) Regulations, 2016 or an “Overseas
Citizen of India” cardholder within the meaning of Section 7(A) of the Citizenship
Act, 1955.
“NRK” Non-Resident Keralites
“NRO” Non-resident ordinary
“NRO accounts” Non-Resident Ordinary accounts.
“NSDL” National Securities Depository Limited.
“NSE” National Stock Exchange of India Limited.
“NSDP” Net State Domestic Product
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or
Corporate Body” indirectly to the extent of at least 60% by NRIs, including overseas trusts in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly as defined under the Foreign Exchange Management (Deposit)
Regulations, 2000, as amended from time to time. OCBs are not allowed to invest
in this Issue.
“p.a.” Per annum.
“P&L” Profit and Loss
“PAN” Permanent account number.
“PAT” Profit after tax.
“PCB(s)” Pollution Control Board(s).
“PE” Private Equity
“PIRI” Prime International Residential Index
“P/E Ratio” Price/Earnings Ratio.
“PMAY” Pradhan Mantri Awas Yojana
“PMAY-G” Pradhan Mantri Awas Yojana – Grameen
“PMAY-U” Pradhan Mantri Awas Yojana - Urban
“Provident Fund” Provident fund for employees managed by the Employee’s Provident Fund
Organisation in India.
“RBI” Reserve Bank of India.
“R&D” Research and Development
“Regulation S” Regulation S under the U.S. Securities Act.
“RERA” Real Estate (Regulation And Development) Act, 2016
“K-RERA” Kerala Real Estate Regulatory Authority
“Resident Indian” A person resident in India, as defined under FEMA
“REITs” Real Estate Investment Trusts
“RFID” Radio Frequency Identification
“RoNW” Return on Net Worth.
“RTGS” Real Time Gross Settlement.
“SCRA” Securities Contract (Regulation) Act, 1956.
19Term Description
“SCRR” The Securities Contracts (Regulation) Rules, 1957.
“SCSB” Self-Certified Syndicate Bank.
“SCORES” SEBI Complaints Redressal System, a centralized web-based complaints redressal
system launched by SEBI.
“SEBI” Securities and Exchange Board of India established under Section 3 of the SEBI
Act, as amended.
“SEBI Act” Securities and Exchange Board of India Act, 1992, as amended.
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended.
“SEBI BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
“SEBI SBEB Regulations” Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019, as amended.
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended.
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended.
“SEBI ICDR Master The SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circular” November 11, 2024
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations”
“SEBI RTA Master The SEBI master circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91
Circular” dated June 23, 2025
“SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations” Takeovers) Regulations, 2011
“SEBI VCF Regulations” Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996 as repealed by the SEBI AIF Regulations
“SEZ” Special Economic Zone
“Specified Securities” Specified securities in terms of Regulation 2(1)(eee) of the SEBI ICDR
Regulations.
“Sq. Ft.” or “sq. ft.” Square Feet.
“Sq. mtr.” or “sq. mtrs.” Square Meter.
“SRS” Sample Registration System
“State Government” The government of a state in India.
“STT” Securities transaction tax.
“SWAMIH” Special Window for Affordable and Mid-Income Housing
“TAN” Tax deduction account number.
“TDS” Tax deducted at source.
“TreDS” Trade Receivables Discounting System.
“Trade marks Act” Trade Marks Act, 1999
“UHNIs” Ultra High Net Worth Individuals
“U.S.” or “United States” or The United States of America, together with its territories and possessions, any
“USA” state of the United States of America and the District of Columbia.
“U.S. Securities Act” United States Securities Act of 1933, as amended.
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
20Term Description
“VAT” Value added tax.
“VC” Venture Capital
“VCFs” Venture capital funds as defined in and registered with the SEBI under the SEBI
VCF Regulations or SEBI AIF Regulations, as the case may be
“VMRDA” Visakhapatnam Metropolitan Region Development Authority
“VDP” Video Door Phone
“Year or calendar year” Unless the context otherwise requires, shall mean the twelve month period ending
December 31
“YoY” Year on Year
Key Performance Indicators (as defined in the Basis for the Issue Price section)
KPI Explanations
Financial KPI
“Revenue from Operations “ Represents the revenue generated by the Company from its operational activities
during a period.
“Revenue Growth YoY” Represents the rate by which the Company is able to grow its Revenue from
Operations between two reporting years.
“EBITDA” Represents profit generated from the operation of the Company in a reporting
period. Depicts the operational profitability and efficiency of our Company in the
reporting period.
“EBITDA Margin” Represents the operational profitability of the Company in correlation to the Total
Income of the Company
“Profit after Tax” Profit after tax provides information regarding the overall profitability of the
Company.
“PAT Margin” PAT Margin is an indicator of the overall profitability in correlation to the total
income of the Company.
“RoE” Represents the return generated on the equity deployed in the Company.
“Return on Capital employed Represents the return generated on the total capital employed in the business
(RoCE)” (including debt and equity)
“Debt To Equity Ratio” Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.
Operational KPI
“Attrition Rate (%) Represents the ability to retain employees with the Company.
“Saleable area of completed Represents the total portfolio of completed projects of the Company as on a date.
projects (in square feet)”
“Saleable area of ongoing Represents the portfolio of the ongoing projects as on a date.
projects (in square feet)”
“Number of completed Represents the total portfolio of completed projects of the Company as on a date.
projects”
“Number of ongoing Represents the total portfolio of ongoing projects of the Company as on a date.
projects”
“Gross collections (excluding Represents the gross cash flow that is generated from Customers.
GST) (in lakhs)”
“Sales value (excluding GST) Represents the total value of apartments for which sale agreements have been
(in lakhs)” executed with Customers.
“Sales area (saleable area in Represents the performance of the Company in effecting sales and executing sales
square feet)” agreement with Customers.
“Sales (Number of units)” Represents the performance of the Company in effecting sales and executing sales
agreement with Customers.
“Average sale price per Sq. Represents the average price realized for a square foot of saleable area sold.
Ft.” (in ₹)
21CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references to “India” in this Draft Red Herring
Prospectus are to the Republic of India its territories and possessions and all references herein to the
“Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the
Government of India, central or state, as applicable. All references to the “U.S.”, “US”, “U.S.A.” or “United
States” are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
In this Draft Red Herring Prospectus, for the purpose of restatement of financial information, the terms “we”,
“us”, “our”, “the Company”, “our Company”, “Issuer” and “Issuer Company”, unless the context otherwise
indicates or implies, refers to “Veegaland Developers Limited”.
In this Draft Red Herring Prospectus, for ease of reference, each of our Completed Projects, Ongoing Projects and
Upcoming Projects is referred to by a shortened name. Accordingly: (i) each of our Completed Projects, namely
“Veegaland Green Clouds”, “Veegaland Petunia & Begonia”, “Veegaland Kings Town”, “Veegaland Bluebell”,
“Veegaland Kings Fort”, “Veegaland Exotica”, “Veegaland Zinnia”, “Veegaland Bliss”, “Veegaland Thejus”
and “Veegaland Springbell”, are hereinafter referred to as “Green Clouds”, “Petunia & Begonia”, “Kings
Town”, “Bluebell”, “Kings Fort”, “Exotica”, “Zinnia”, “Bliss”, “Thejus” and “Springbell”, respectively;
(ii) each of our Ongoing Projects, namely “Veegaland Elanza”, “Veegaland Symphony”, “Veegaland Green
Capitol”, “Veegaland Maybell”, “Veegaland Green Heights”, “Veegaland Green Fort”, “Veegaland Queens
Park”, “Veegaland Casabella” and “Veegaland Flora”, are hereinafter referred to as “Elanza”, “Symphony”,
“Green Capitol”, “Maybell”, “Green Heights”, “Green Fort”, “Queens Park”, “Casabella” and “Flora”,
respectively; and (iii) each of our Upcoming Projects, namely “Veegaland Lluvia Garden”, “Veegaland Amora”,
“Veegaland Serene” and “Veegaland Fortune”, are hereinafter referred to as “Lluvia Garden”, “Amora”,
“Serene” and “Fortune”, respectively. Unless the context otherwise requires, references to such shortened names
in this Draft Red Herring Prospectus shall mean the corresponding residential projects undertaken or proposed to
be undertaken by our Company under the brand “Veegaland”.
In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers
to another gender and the word “million (mn)” means “Ten Lacs / Lakhs”, the word “billion (bn)” means “one
hundred crores” the word “Lac / Lakh” means “one hundred thousand”, and the word “Crore” means “one hundred
lakhs”.
Financial Data
Unless the context requires otherwise or as otherwise stated, the financial information in this Draft Red Herring
Prospectus is derived from our restated financial statements of our Company comprising the restated statements
of assets and liabilities as of September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, and the
restated statements of profit and loss (including other comprehensive income), the restated statements of cash
flows and the restated statement of changes in equity for the six-month period ended September 30, 2025 and for
the Fiscals 2025, 2024 and 2023, together with the summary of material accounting policies and explanatory
information thereon, derived from the audited financial statements as of and for the six-month period ended
September 30, 2025 and for the Fiscals 2025, 2024 and 2023, prepared in accordance with Ind AS and each
restated in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013,
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India, as amended from time to time. See “Summary of Financial Information” and
“Restated Financial Information” on pages 93 and 297 respectively.
22Our Company’s financial year commences on April 1 of each year and ends on March 31 of the next year.
Accordingly, all references in this Draft Red Herring Prospectus to a particular “financial year, fiscal(s), fiscal
year or FY”, unless stated otherwise, are to the 12-month period commencing on April 1 of the immediately
preceding calendar year and ending on March 31 of that particular calendar year. In this Draft Red Herring
Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding-off. All decimals have been rounded off to two decimal points.
Our Restated Financial Information have been prepared in accordance with Ind AS. There are significant
differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus, nor
do we provide a reconciliation of our financial statements to those of IFRS or any other accounting principles or
standards. If we were to prepare our financial statements in accordance with such other accounting principles, our
results of operations, financial condition and cash flows may be substantially different. For details in connection
with risks involving differences between Ind AS, US GAAP and IFRS, see “Risk Factors – Significant
differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which
investors may be more familiar with and may consider material to their assessment of our financial condition”
on page 71. Prospective investors should consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. The degree to
which the financial information included in this Draft Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices,
the Companies Act, 2013, Ind AS, the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India. Any reliance by persons
not familiar with Indian accounting policies and practices, the Companies Act, 2013, Ind AS, the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India on the financial disclosures presented in this Draft Red Herring Prospectus
should accordingly be limited.
Unless otherwise indicated, any percentage amounts, as set forth in this Draft Red Herring Prospectus, including
in the Sections titled“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 40, 223 and 375, respectively and elsewhere in this Draft Red
Herring Prospectus, have been calculated on the basis of the restated audited financial statements of our Company
included in this Draft Red Herring Prospectus.
Currency and Units of Presentation
All references to “Rupees”, “Rs.”, “INR” or “₹” are to Indian Rupees, the official currency of the Republic of
India.
All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States of America.
All figures in decimals (including percentages) have been rounded off to one or two decimals, or to the nearest
whole number. Our Company has presented certain numerical information in this Draft Red Herring Prospectus
in "lakh" units. One lakh represents 1,00,000 and one crore represents 1,00,00,000. In this Draft Red Herring
Prospectus, any discrepancies in any table between the total and the sums of the amounts listed therein are due to
rounding-off. However, where any figures that may have been sourced from third-party industry sources are
expressed in denominations other than lakh in their respective sources, such figures appear in this Draft Red
Herring Prospectus expressed in such denominations as provided in such respective sources. In this Draft Red
Herring Prospectus, (i) the sum or percentage change of certain numbers may not conform exactly to the total
figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the
total figure given for that column or row. Any such discrepancies are due to rounding off.
Non-GAAP Financial Measures
Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial
performance like Gross Margin, Gross Margin %, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, PAT Margin %, ROE, ROCE (“Non-GAAP Measures”), have been included in this Draft Red
23Herring Prospectus. We compute and disclose such Non-GAAP Measures and such other statistical information
relating to our operations and financial performance as we consider such information to be useful measures of our
business and financial performance. These Non-GAAP financial measures are supplemental measures of our
performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS
or US GAAP. Further, these Non-GAAP financial measures should not be considered in isolation or construed as
an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or
as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP.
In addition, these Non-GAAP financial measures are not standardized terms, hence a direct comparison of these
Non-GAAP financial measures between companies may not be possible. These Non-GAAP Measures and other
statistical and other information relating to our operations and financial performance may not be computed on the
basis of any standard methodology that is applicable across the industry and therefore may not be comparable to
financial measures and statistical information of similar nomenclature that may be computed and presented by
other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies and hence have limited usefulness as a
comparative measure. For details, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations-Reconciliation of Non-GAAP Financial Measures” on page 375.
For risk relating to our non-GAAP measures, see “Risk Factors – This Draft Red Herring Prospectus includes
certain Non-GAAP Measures, financial and operational performance indicators and other industry measures
related to our operations and financial performance. The Non-GAAP Measures and industry measures may
vary from any standard methodology that is applicable across the Real Estate segment and, therefore, may not
be comparable with financial or industry related statistical information of similar nomenclature computed and
presented by other companies” on page 78.
Industry and Market Data
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Assessment of Residential Construction Sector - With focus on Kerala” dated December 26, 2025
(“ICRA Report”) prepared and issued by ICRA Analytics Limited (“ICRA”), which has been exclusively
commissioned and paid for by our Company in connection with the Issue pursuant to an arrangement dated July
16, 2025.
ICRA is an independent agency which has no relationship with our Company, our Promoters and any of our
Directors or KMPs or SMPs or BRLM. The data included herein includes excerpts from the ICRA Report and
may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which
may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise
indicated, financial, operational, industry and other related information derived from the ICRA Report and
included herein with respect to any particular year refers to such information for the relevant calendar year. A
copy of the ICRA Report is available on the website of our Company at www.veegaland.com, until the Bid/Issue
Closing Date.
Unless otherwise indicated, all financial, operational, industry and other related information derived from the
ICRA Report and included herein with respect to any particular year, refers to such information for the relevant
year. Actual results and future events could differ materially from such forecasts, estimates, predictions, or such
statements. Although the industry and market data used in this Draft Red Herring Prospectus is reliable, industry
sources and publications may base their information on estimates and assumptions that may prove to be incorrect.
Further, industry sources and publications are also prepared based on information as of specific dates and may no
longer be current or reflect current trends. The extent to which industry and market data set forth in this Draft Red
Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies
used in compiling such data. There are no standard data gathering methodologies in the industry in which we
conduct our business, and methodologies and assumptions may vary widely among different industry sources.
There are no parts, data or information which may be relevant for the proposed Issue, that have been left out or
changed in any manner.
24The ICRA Report is subject to the following disclaimer:
All information contained in the Report has been obtained by ICRA Analytics Limited from sources believed by
ICRA Analytics Limited to be true, accurate and reliable and after exercise of due care and diligence by us.
Although reasonable care has been taken to ensure that the information therein is true, such information is
provided ‘as is’ without any warranty of any kind, and in particular, makes no representation or warranty, express
or implied, as to the accuracy, timeliness or completeness of any such information. All information contained
therein must be construed solely as statements of opinion and not any recommendation for investment. ICRA
Analytics Limited shall not be liable for any losses incurred by users from any use of the Report or its contents.
In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis
of all facts and information contained in the prospectus and the recipient must rely on its own examination and
the terms of the transaction, as and when discussed. For risks in relation to the ICRA Report, see “Risk Factors
– Industry information included in this Draft Red Herring Prospectus has been derived from the ICRA Report,
which was prepared by ICRA and exclusively commissioned and paid for by our Company for the purposes of
the Issue, and any reliance on information from the ICRA Report for making an investment decision in the
Issue is subject to inherent risks” on page 77.
In accordance with the SEBI ICDR Regulations, the section “Basis for the Issue Price” on page 151, includes
information relating to our listed peer companies, which has been derived from publicly available sources.
Exchange Rates
This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees,
at any particular rate or at all.
(in ₹)
Exchange rate as on
Currency
September 30, 2025*# March 31, 2025*# March 31, 2024*# March 31, 2023*#
1 US$ 88.79 85.58 83.37 82.22
Source: www.fbil.org.in
*If the RBI reference rate is not available on a particular date due to a public holiday, exchange rate of the previous working day has been
disclosed
#Rounded off to two decimal places.
25FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking
statements generally can be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “project”, “propose”, “will”, “seek to”, “will
continue”, “will pursue”, “will achieve”, “can”, “could”, “goal”, “continue” or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties, expectations and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. All statements in this Draft Red Herring Prospectus that are not statements of historical
fact constitute “forward-looking statements”. All statements regarding our expected financial conditions and
results of operations, business plans and objectives, strategies and goals and prospects are forward-looking
statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. This could be due to risks or
uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India which have an impact on its business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates,
equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic laws, changes in the incidence of any natural calamities and/ or violence, regulations and taxes and
changes in competition in the industries in which we operate. Certain important factors that could cause actual
results to differ materially from our expectations include but are not limited to, the following:
1. Our business is entirely concentrated in the state of Kerala, and our performance is therefore highly
dependent on residential real estate market conditions, regulatory developments, economic factors and
climatic events in Kerala, any of which could adversely affect our business, financial condition, results of
operations and cash flows.
2. The timely execution and completion of our Ongoing and Upcoming Projects involve significant risks and
uncertainties, and any delays, cost overruns or inability to complete such projects could adversely affect our
business, results of operations and financial condition.
3. Our dependence on independent contractors and other specialist for construction and project execution may
exposes us to risks relating to delays, cost overruns, quality issues and execution failures, which could
adversely affect our business, financial condition, results of operations and cash flows.
4. Our revenues, profitability and return ratios fluctuate significantly over periods due to the project-based and
milestone-linked nature of our real estate development business, which may make period-to-period
comparisons difficult.
5. We are subject to risks arising from increases in construction input costs, price volatility of key materials
and potential disruptions in supply chains, which may adversely affect project execution, profitability, cash
flows and financial condition.
6. Our projects are subject to risks relating to obtaining, maintaining and renewing statutory and regulatory
approvals and any delay, failure or withdrawal of such approvals could adversely affect our project timelines,
business and financial performance.
7. We cannot assure you that the Objects of the Issue will be achieved within the expected time frame, or at all,
and any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.
268. Our business is capital intensive and requires us to incur upfront investment for land acquisition construction,
regulatory approvals, and project management. Inability to fulfil our working capital requirements
adequately could adversely affect our business, results of operations and financial condition.
9. Demand for our residential projects is dependent on the availability and affordability of housing finance, as
well as changes in taxation and stamp duty, and any adverse changes could affect our sales, cash flows and
financial condition.
10. Our Company has entered into, and will continue to enter into, related party transactions and there can be no
assurance that such transactions will always be in the best interests of our minority shareholders and will not
have an adverse effect on our business, results of operations, financial condition, cash flows and prospects.
Certain information in “Summary of the Issue Document”, “Industry Overview”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 166,
223 and 375, respectively, have been obtained from the ICRA Report, which has been commissioned and paid for
by our Company. ICRA Report is available on the website of our Company at www.veegaland.com/ipo-offer-
documents.
For details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
page 40, 223 and 375, respectively. By their nature, certain market risk disclosures are only estimates and could
be materially different from what actually occurs in the future. As a result, actual gains or losses could materially
differ from those that have been estimated.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views of our Company as of the date of this Draft Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on our management’s beliefs
and assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, our Promoters, our Directors, the BRLM nor any of their respective affiliates have any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with
the SEBI ICDR Regulations, our Company and the BRLM will ensure that the Bidders in India are informed of
material developments until the time of the grant of listing and trading permission by the Stock Exchanges for the
Equity shares pursuant to the Issue.
27SUMMARY OF THE ISSUE DOCUMENT
The following is a general summary of the terms of the Issue and is not exhaustive, nor does it purport to contain
a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “The Issue”,
“Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Our Business”, “Restated Financial
Information”, “Outstanding Litigation and Material Developments”, “Issue Procedure”, and “Description of
Equity Shares and Terms of the Articles of Association” on pages 40, 91, 106, 132, 166, 223, 297, 423, 455 and
476 respectively
Summary of Business
We are a real estate development Company engaged in the planning, and sale of multi-storied residential apartment
projects in the state of Kerala, India. Our projects are developed across our mid-premium, premium, ultra-
premium, luxe-series and ultra-luxury residential segments and are implemented in accordance with the applicable
provision of RERA. We operate under our brand name ‘Veegaland Homes’ and as on date we have undertaken
projects in Kochi, Thiruvananthapuram, Kozhikode and Thrissur in the state of Kerala, India. As of October 31,
2025, we have a portfolio comprising 10 Completed Projects, 9 Ongoing Projects, and 4 Upcoming Projects in
the state of Kerala, India.
For further details, see “Our Business” beginning on page 223.
Summary of Industry
The global real estate industry was valued at Rs. 1,158 trillion in FY2024 and grew to Rs. 1,313 trillion in FY2025.
In comparison, the Indian real estate market stood at Rs 29.50 trillion in FY2024 and is projected to reach Rs
69.81 trillion by FY2030. Contributing approximately 7% to the national GDP in 2024, the real estate sector is
expected to expand substantially reaching 13% of GDP by CY2025 and 18% by CY2047, aligning with India’s
projected USD 26 trillion economy by its 100th year of independence. The overall market size is anticipated to
grow to USD 4.8 trillion (Rs 419.83 trillion) by CY2047.
Property prices in Kerala have been steadily rising. Kochi’s real estate momentum has accelerated over the past
five years, with property prices rising by more than 10.4% YoY in early 2025, signalling strong investor
confidence.
For further details, see “Industry Overview” beginning on page 166.
Names of our Promoters
Kochouseph Thomas Chittilappilly and K. Chittilappilly Trust are the Promoters of our Company. For further details,
see “Our Promoters and Promoter Group” on page 289.
Issue Size
The Issue comprises fresh issue of up to [●] Equity Shares of face value of ₹10/- each aggregating up to
₹25,000.00 lakhs.
The Issue has been authorized by our Board pursuant to the resolution passed at its meeting held on November
20, 2025, and by our Shareholders pursuant to a special resolution passed at their meeting held on November 22,
2025.
The Issue shall constitute [●]% of the post Issue paid up Equity Share capital of our Company, for further details,
see “The Issue” and “Issue Structure” on pages 91 and 450, respectively.
28Objects of the Issue
The Net Proceeds are proposed to be utilized in accordance with the details provided in the table below:
Particulars Amount (₹ in lakhs)
Funding a part of the expense to be incurred in the development of our Ongoing 11,159.56
Projects and Upcoming Projects
Acquisition of identified land parcel for development of residential real estate 1,849.03
projects
Funding unidentified acquisition of land and general corporate purposes(1) [●]
Net Proceeds (1) [●]
(1) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilised
for funding unidentified acquisition of land parcel for undertaking residential real estate projects and general corporate purposes shall not
individually exceed 25% of the Gross Proceeds respectively and will not collectively exceed 35% of the Gross Proceed.
For further details, see “Objects of the Issue” on page 132.
Aggregate pre-Issue shareholding of our Promoters and Promoter Group
The aggregate pre-Issue shareholding of our Promoters and Promoter Group as on the date of the Draft Red
Herring Prospectus, as a percentage of the pre-Issue paid-up Equity Share capital of our Company is set out below:
Sr. Percentage pre-Issue paid-up
Name of the Shareholder Number of Equity Shares
No. Equity Share capital (%)*
Promoters
1. Kochouseph Thomas Chittilappilly 2,26,98,500 67.25
2. K. Chittilappilly Trust 83,50,000 24.74
Sub-total (A) 3,10,48,500 92.00
Promoter Group
N.A.
Sub-total (B) Nil
Total (A+B) 3,10,48,500 92.00
*Rounding off to closest decimal.
Aggregate pre-Issue and post-Issue shareholding of Promoters, members of the Promoter Group and
additional top 10 shareholders as at the date of this Draft Red Herring Prospectus and at Allotment
The aggregate pre-Issue and post-Issue shareholding of our Promoters, members of the Promoter Group and
additional top 10 shareholders as at allotment is set out below.
Pre-Issue shareholding as at the date of
Post-Issue shareholding as at Allotment (3)
the DRHP
Number of At the lower end of the At the upper end of the
Sr. Equity Share price band (₹ [●]) price band (₹ [●])
No. Shares of
Shareholders holding Number of Share Number of Share
Face Value
(in %)(2)* Equity holding (in Equity holding (in
of ₹10/-
each(2) Shares (2) %)(2) Shares(2) %)(2)
Promoters
1. Kochouseph 2,26,98,500 67.25 [●] [●] [●] [●]%
Thomas
Chittilappilly
2. K. 83,50,000 24.74 [●] [●] [●] [●]%
Chittilappilly
Trust
Sub-Total (A) 3,10,48,500 92.00 [•] [•] [•] [•]%
Promoter Group(1)
N.A.
29Pre-Issue shareholding as at the date of
Post-Issue shareholding as at Allotment (3)
the DRHP
Number of At the lower end of the At the upper end of the
Sr. Equity Share price band (₹ [●]) price band (₹ [●])
No. Shares of
Shareholders holding Number of Share Number of Share
Face Value
(in %)(2)* Equity holding (in Equity holding (in
of ₹10/-
each(2) Shares (2) %)(2) Shares(2) %)(2)
Sub-Total (B) Nil - - - -
Additional top 10 Shareholders
1. Bijoy 1,69,000 0.50 [●] [●] [●] [●]
Ambattu
Bahuleyan
2. Kurian 1,56,000 0.46 [●] [●] [●] [●]
Thomas
3. Vinod S M 1,39,500 0.41 [●] [●] [●] [●]
4. Jayaraj 1,29,500 0.38 [●] [●] [●] [●]
Balakrishnan
5. Giri S Nair 99,500 0.29 [●] [●] [●] [●]
6. Rajaram R 93,000 0.28 [●] [●] [●] [●]
7. Varun 89,500 0.27 [●] [●] [●] [●]
Saranga
Kumar
8. George 65,000 0.19 [●] [●] [●] [●]
Sleeba
9. Jacob 65,000 0.19 [●] [●] [●] [●]
Kuruvilla A
10. K Vijayan 65,000 0.19 [●] [●] [●] [●]
Sub-Total (B) 10,71,000 3.17 [•] [●] [●] [●]
Total (A+B+C) 3,21,19,500 95.17 [●] [●] [●] [●]
1) None of the member of the Promoter Group hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus
2) Includes all options, if any, that have been exercised until date of Prospectus and any transfers of Equity Shares by existing shareholders
after the date of the pre-Issue and Price Band advertisement until the date of the Prospectus.
3) Based on the Issue price of ₹ [●] and subject to finalization of the basis of allotment.
*rounded off to closest decimal.
For further details, see “Capital Structure” on page 106.
Summary of Restated Financial Information
A summary of the financial information of our Company as derived from the Restated Financial Information as
of and for the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as
follows:
(in ₹ Lakhs unless indicated otherwise)
For the six-month
Particulars period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Share Capital 3,375.00 500.00 500.00 500.00
Net worth(1) 25,173.35 6,544.39 4,507.10 3,723.97
Revenue from Operations 12,415.85 19,237.53 11,076.76 10,891.16
Profit/ (loss) after tax 1,152.54 2,042.59 786.88 1,453.06
Basic Earnings per share(2) (in ₹)* 4.28 8.17 3.15 5.81
Diluted Earnings per share(3) (in 4.28 8.17 3.15 5.81
₹)*
Net Asset Value per Equity 74.59 130.89 90.14 74.48
Share(4)
Total Borrowings 4,857.33 17,696.99 12,022.65 12,214.76
*Not annualised for September 30, 2025
30Notes:
(1) Net worth means total equity i.e. Equity Share Capital + Other Equity as per the restated financial information.
(2) Basic EPS = profit /(loss) for the year attributable to owner of parent, as restated, attributable to equity shareholders divided by weighted
average no. of equity shares outstanding during the year/ period.
(3) Diluted EPS = profit /(loss) for the year attributable to owner of parent, as restated, attributable to equity shareholders divided by
weighted average no. of diluted equity shares outstanding during the year/ period.
(4) Net Asset Value per equity share = Net worth at the end of the year/period divided by total number of equity shares outstanding at the
end of year/ period.
For further details, see “Restated Financial Information” on page 297.
Qualifications of the Auditors which have not been given effect to in the Restated Financial Information
There are no qualifications included by our Statutory Auditors in the financial statements which have not been
given effect to in the Restated Financial Information.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters and our
KMPs and SMPs as on the date of this Draft Red Herring Prospectus is provided below:
(₹ in lakhs)
Number of
Disciplinary
Actions by the
Number of Number of Aggregate
Number of Number of SEBI or the
Name of Statutory or Material amount
Criminal Tax Stock Exchanges
Entity Regulatory Civil involved
Proceedings Proceedings against our
Proceedings Proceedings (1)
Promoters in the
last five financial
years
Company
Against our Nil 1 Nil Nil - 61.86
Company
By our Nil Nil Nil 2 - 26.09
Company
Directors*
Against our Nil Nil Nil 1 - Nil
Directors
By our Nil Nil Nil Nil - Nil
Directors
Promoters
Against our 1 2 Nil Nil Nil 11.31
Promoters
By our 1 Nil Nil Nil Nil 25.00
Promoters
KMPs**
Against our Nil Nil Nil Nil - Nil
KMPs
By our Nil Nil Nil Nil - Nil
KMPs
SMPs
Against our Nil Nil Nil Nil - Nil
SMPs
By our Nil Nil Nil Nil - Nil
SMPs
(1) To the extent ascertainable
* Excluding Directors who are our Promoters
** Excluding KMPs who are our Directors and Promoters
There are no outstanding litigation involving our Group Company which may have a material impact on our Company.
For further details on the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” and “Risk Factors” on page 423 and page 40 respectively.
31Risk factors
For details of the risks applicable to us, see “Risk Factors” on page 40. Bidders are advised to read the risk factors
carefully before making an investment decision in the Issue.
Set out below are the top 10 risk factors, in their order of materiality that could cause actual results to differ
materially from our expectations:
1. Our business is entirely concentrated in the state of Kerala, and our performance is therefore highly
dependent on residential real estate market conditions, regulatory developments, economic factors and
climatic events in Kerala, any of which could adversely affect our business, financial condition, results of
operations and cash flows.
2. The timely execution and completion of our Ongoing and Upcoming Projects involve significant risks and
uncertainties, and any delays, cost overruns or inability to complete such projects could adversely affect our
business, results of operations and financial condition.
3. Our dependence on independent contractors and other specialist for construction and project execution may
exposes us to risks relating to delays, cost overruns, quality issues and execution failures, which could
adversely affect our business, financial condition, results of operations and cash flows.
4. Our revenues, profitability and return ratios fluctuate significantly over periods due to the project-based and
milestone-linked nature of our real estate development business, which may make period-to-period
comparisons difficult.
5. We are subject to risks arising from increases in construction input costs, price volatility of key materials
and potential disruptions in supply chains, which may adversely affect project execution, profitability, cash
flows and financial condition.
6. Our projects are subject to risks relating to obtaining, maintaining and renewing statutory and regulatory
approvals and any delay, failure or withdrawal of such approvals could adversely affect our project timelines,
business and financial performance.
7. We cannot assure you that the Objects of the Issue will be achieved within the expected time frame, or at all,
and any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.
8. Our business is capital intensive and requires us to incur upfront investment for land acquisition construction,
regulatory approvals, and project management. Inability to fulfil our working capital requirements
adequately could adversely affect our business, results of operations and financial condition.
9. Demand for our residential projects is dependent on the availability and affordability of housing finance, as
well as changes in taxation and stamp duty, and any adverse changes could affect our sales, cash flows and
financial condition.
10. Our Company has entered into, and will continue to enter into, related party transactions and there can be no
assurance that such transactions will always be in the best interests of our minority shareholders and will not
have an adverse effect on our business, results of operations, financial condition, cash flows and prospects.
32Summary of contingent liabilities
The following is a summary table of our contingent liabilities as on September 30, 2025 and Fiscals 2025, 2024,
2023.
(₹ in Lakhs)
As at September 30,
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Contingent Liabilities 87.95 87.95 87.95 26.09
Income Tax 61.86 61.86 61.86 -
Provident Fund 26.09 26.09 26.09 26.09
For details, see “Restated Financial Information” on page 297.
Summary of Related Party Transactions
A summary of related party transactions entered into by our Company with related parties and as disclosed in the
Restated Financial Information for six-month period ended September 30, 2025 and for Fiscal 2025, 2024 and
2023 are as follows is set forth below:
1. Key Management personnel & Director
Name of KMP/Director Designation Remarks
Kochouseph Chittilappilly Whole-Time Director Up to September 30, 2025
K Vijayan Joint Managing Director Up to March 31, 2024
Director Up to March 31, 2025
B Jayaraj Whole-Time Director Up to March 31, 2024
Director With effect from April 1, 2024
Sheela Kochouseph Director Up to March 31, 2025
Bijoy AB Whole-Time Director With effect from September 1, 2023
Kurian Thomas Whole-Time Director With effect from September 1, 2023
Jacob Kuruvilla A Chief Financial Officer Up to March 31, 2025
Varun S Kumar Chief Financial Officer With effect from September 25, 2025
Akshay Anand Company secretary & With effect from September 25, 2025
Compliance Officer
2. Relative of Key Managerial Personnel & Director
Name of Relative of KMP/Director Relationship With KMP/Director
Binoy A B Brother of Bijoy A B
Jayakrishnan J Son of B Jayaraj
3. Members with Substantial Interest
K Chittilappilly Trust
4. Enterprise in which Key Managerial Personnel or their relative can exercise significant influence
Name of Enterprise Relationship With KMP/Director
K Chittilappilly Foundation A company in which Kochouseph Chittilappilly and B
Jayaraj are Directors
P. Rajkumar & Co. Firm in which son of B Jayaraj is a partner.
33Transaction with Related Parties
(₹ in Lakhs, unless otherwise stated)
For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
Kochous Whole Loan - - 7,656. 39.80 182.4 1.65 1,271. 11.67
eph Time Accepted 88 7 20
Chittilap Director
pilly
Kochous Whole Loan 17,56 141.45 1,156. 6.01 1,182. 10.68 2,695. 24.75
eph Time Repaid 2.06 88 47 45
Chittilap Director
pilly
Sheela Director(1 Loan - - - 910.2 8.22 180.9 1.66
Kochous ) Accepted 0 2
eph
Sheela Director(1 Loan - - 1,961. 10.19 910.2 8.22 830.9 7.63
Kochous ) Repaid 21 0 2
eph
Kochous Whole Remunera 21.00 0.17 42.00 0.22 42.00 0.38 42.00 0.39
eph Time tion
Chittilap Director
pilly
Kochous Whole Commissi 15.67 0.13 28.26 0.15 9.81 0.09 16.17 0.15
eph Time on
Chittilap Director
pilly
Kochous Whole Interest 524.4 4.22 998.5 5.19 826.8 7.46 760.6 6.98
eph Time Expense 5 5 7 6
Chittilap Director
pilly
Sheela Whole Interest - - 130.4 0.68 137.6 1.24 141.3 1.30
Kochous Time Expense 5 0 3
eph Director
B Director Remunera - - - 28.08 0.25 28.08 0.26
Jayaraj tion
Jacob Chief Remunera - - 14.40 0.07 14.40 0.13 14.40 0.13
Kuruvill Financial tion
a A Officer(1)
K Director(1 Remunera - - 9.00 0.05 12.00 0.11 21.96 0.20
Vijayan ) tion
Bijoy A Whole Remunera 19.47 0.16 39.40 0.20 18.57 0.17 - -
B Time tion
Director
Kurian Whole Remunera 23.32 0.19 43.04 0.22 21.31 0.19 - -
Thomas Time tion
Director
Varun S Chief Remunera 0.39 0.00 - - - - - -
Kumar Financial tion
Officer
Akshay Company Remunera 0.13 0.00 - - - - - -
Anand T Secretary tion
S &
Complian
ce Officer
34For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
Bijoy A Whole Staff Loan - - 0.89 0.00 0.39 0.00 - -
B Time Repaymen
Director t
K. Member Reimburs - - 10.05 0.05 - - - -
Chittilap with ement of
pilly Substanti Expenses
Trust al Interest
K. Member Sale of - - 1.75 0.01 - - - -
Chittilap with property
pilly Substanti and other
Trust al Interest assets
K. Member Accomod 0.77 0.01 - - - - - -
Chittilap with ation
pilly Substanti Charges
Trust al Interest
K Enterpris Rent 34.95 0.28 45.82 0.24 39.20 0.35 37.38 0.34
Chittilap e in which
pilly Key
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Reimburs - - 7.73 0.04 - - - -
Chittilap e in which ement of
pilly Key Expenses
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Purchase 1,758. 14.16 - - - - - -
Chittilap e in which of Land & 12
pilly Key Building
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Purchase 41.88 0.34 - - - - - -
Chittilap e in which of Plant &
pilly Key Machiner
Foundati Manageri y and
on al Office
Personnel Equipmen
has ts (excl
significan taxes)
35For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
t
influence
P. Enterpris Profession 1.05 0.01 2.25 0.01 1.53 0.01 - -
Rajkuma e in which al Fees
r & Co. Key (excl
Manageri taxes)
al
Personnel
has
significan
t
influence
Binoy A Relative Profession - - - - 0.16 0.00 - -
B of Key al Fees
Manageri
al
Personnel
Jayakris Relative Profession - - - - 0.23 0.00 - -
hnan J of Key al Fees
Manageri
al
Personnel
(1) Currently not a KMP.
For further details of the related party transactions and as reported in the Restated Financial Information, see
“Restated Financial Information” on page 297.
Financing Arrangements
There have been no financing arrangements whereby our Directors and their relatives have financed the purchase
by any other person of securities of our Company other than in the normal course of the business of the relevant
financing entity during a period of six months immediately preceding the date of this Draft Red Herring
Prospectus.
Weighted average price at which the Equity Shares were acquired by our Promoters in the one year
preceding the date of this Draft Red Herring Prospectus
The weighted average price at which the specified securities were acquired by our Promoters in the last one year
preceding the date of this Draft Red Herring Prospectus is given below:
Number of equity shares acquired in
Weighted average price
Name of the Promoter the one year preceding the date of this
per Equity Share (₹)*
Draft Red Herring Prospectus
Kochouseph Thomas Chittilappilly 2,13,88,800 80.88
K. Chittilappilly Trust 67,00,000 2.99
* As certified by Statutory Auditors pursuant to their certificate dated December 30, 2025.
36Average Cost of Acquisition of Equity Shares by our Promoters
The average cost of acquisition of Equity Shares by our Promoters as on the date of this Draft Red Herring
Prospectus, is as set forth below:
Name of the Promoter Number of Equity Shares held Average cost per Equity Share (₹)*
Kochouseph Thomas 2,26,98,500 77.76
Chittilappilly
K. Chittilappilly Trust 83,50,000 2.40
* As certified by Statutory Auditors pursuant to their certificate dated December 30, 2025.
Weighted average cost of acquisition of all shares transacted in (i) last one (1) year; (ii) last eighteen (18)
months and (iii) last three (3) years preceding the date of this Draft Red Herring Prospectus:
Cap Price is
WACA
‘X’ times the
per Range of acquisition price per
Weighted
Period Equity Equity Share: lowest price –
Average Cost
Share (in highest price (₹)
of
₹)*^#
Acquisition^#
Last one (1) year preceding the date of this Draft Red 62.30 [●] Nil^^-1000
Herring Prospectus
Last eighteen (18) months preceding the date of this 62.30 [●] Nil^^-1000
Draft Red Herring Prospectus
Last three (3) years preceding the date of this Draft 62.30 [●] Nil^^-1000
Red Herring Prospectus
* As certified by Statutory Auditors pursuant to their certificate dated December 30, 2025.
^The Board of Directors pursuant to a resolution dated August 27, 2025, and ordinary resolution dated September 22, 2025, passed by our
Shareholders, have approved the issuance of bonus Equity Shares in the ratio of four equity shares for every one equity share held, i.e.,
2,70,00,000 equity shares of face value of ₹ 10/- each were allotted on September 25, 2025. The highest price is not adjusted for Bonus Issue.
^^Represents costs of equity shares issued pursuant to bonus issue and gift which were issued at Nil consideration.
#Computed based on the Equity Shares acquired/allotted/purchased (including acquisition pursuant to transfer by way of gift and bonus issue).
Note: Please note that the details in the table above have been calculated for all the Equity Shares acquired by the Promoters and Promoter
Group. Our Company does not have any Shareholders entitled with right to nominate directors or any other right.
Details of price at which equity shares were acquired by our Promoters, members of the Promoter Group
and Shareholders with right to nominate directors or other rights in the last three years preceding the date
of this Draft Red Herring Prospectus
Save and except for below, our Promoters, the members of our Promoter Group, have not acquired any specified
securities in the last 3 years preceding the date of this Draft Red Herring Prospectus and the Company does not
have any shareholders entitled with right to nominate Directors or any other rights:
Acquisition
Number of
Name of Date of Face Value price per Nature of
Equity Shares
Shareholder acquisition (in ₹) Equity Share Transaction
acquired
(in ₹)
Promoters
Kochouseph March 19, 2025 15,00,000 10 Nil Gift
Thomas August 21,2025 17,30,000 10 1,000.00 Right Issue
Chittilappilly
September 25, 1,81,58,800 10 Nil Bonus Issue
2025
K. Chittilappilly August 21, 2025 20,000 10 1,000.00 Rights Issue
Trust September 25, 66,80,000 10 Nil Bonus Issue
2025
Promoter Group
N.A.
37Details of Pre-IPO Placement
Our Company does not propose to undertake any pre-IPO Placement.
An Issue of equity shares for consideration other than cash in the last one year
Except as stated below, our Company has not issued any Equity Shares for consideration other than cash in the
last one year preceding the date of this Draft Red Herring Prospectus.
Face Issue
value Price
Number of
per per Benefits
Date of Equity Reason for
Equit Equit Name of allottees accrued to
allotment Shares allotment
y y our Company
allotted
Share Share
(₹) (₹)
Septembe 2,70,00,00 10/- Nil Bonus Issue Sr. Name of allottee Number of Capitalizatio
r 25, 2025 0 in the ratio of No equity n of Reserves
4:1 i.e. 4 . shares & Surplus
fully Paid up 1 Bijoy Ambattu 1,35,200
Equity Bahuleyan
shares 2 Praveen Kumar P B 21,200
against 1 3 Mahesh 14,400
existing fully Kanakathuparambil
paid up Vijayan
Equity 4 George Sleeba 52,000
Shares held 5 Jayaraj Balakrishnan 1,03,600
by the
6 Jacob Kuruvilla A 52,000
existing
7 Giri S Nair 79,600
Shareholders
8 Kochouseph Thomas 1,81,58,80
.
Chittilappilly 0
9 K Vijayan 52,000
10 Vinod S M 1,11,600
11 Victor M 20,000
12 Asha Berline 28,400
13 Biju M P 36,400
14 Senthil Kumar S 28,400
15 Ranjith R 48,000
16 Dhanush Rajendran 28,400
17 Sreejith C P 31,200
18 Akhil Kumar K K 36,400
19 Jomon Mathew 48,000
20 Manoj C J 20,000
21 Deepak G 24,000
22 Sumesh K S 48,000
23 Suvin K V 17,200
24 Feba Halus 12,400
25 Nithin Roy K F 31,200
26 K. Chittilappilly Trust 66,80,000
27 Jaimon James 36,400
28 Tintu Shibu 20,800
29 Primal Sebastian 36,400
30 Abhinand S Vijay 36,400
31 Vinodkumar 28,400
Pallathupady Babu
32 Saneesh M C 50,400
33 Sandeep Lal K R 39,600
34 Gokul Babu S 26,000
35 Anil V Sukumaran 26,000
38Face Issue
value Price
Number of
per per Benefits
Date of Equity Reason for
Equit Equit Name of allottees accrued to
allotment Shares allotment
y y our Company
allotted
Share Share
(₹) (₹)
36 Midhu Siju 23,200
37 Siju K R 26,000
38 C Deepu 31,200
39 Smitha N G 28,400
40 Ananthu M 18,000
41 Manoj Kumar M 31,200
42 Rajaram R 74,400
43 Eby Xavier 18,000
44 Sudheer V D 38,800
45 Kurian Thomas 1,24,800
46 Krishnaprasad 36,400
47 Sandhya C P 20,800
48 Joshy S 13,600
49 Brijesh 21,200
50 Shaila P M 14,400
51 Ramesh S 17,600
52 Ashik V A 12,800
53 Rojers P N 20,400
54 Swapnil K S 10,000
55 Praveen P P 14,400
56 Vipin Das H 19,200
57 Kannan P 12,400
58 Tania 22,800
59 Alita Lijoy 8,800
60 Anjali K 12,400
61 Sreekutty A A 10,800
62 Libin Mathew 14,800
63 Arun E S 12,800
64 Varun Saranga Kuma 71,600
r
Split / Consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of Equity Shares in the last one year preceding the
date of this Draft Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not taken any exemption from complying with any provisions of the Securities Law from SEBI
as on the date of this Draft Red Herring Prospectus.
(The remainder of this page is intentionally left blank)
39SECTION II –RISK FACTORS
An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. The risks described in this section are those that we consider to be the most significant to our
business, results of operations and financial condition as of the date of this Draft Red Herring Prospectus. The risks described
below may not be exhaustive or the only ones relevant to us, the Equity Shares or the industry segments in which we currently
operate. Additional risks and uncertainties, not presently known to us or that we currently do not deem material may arise or
may become material in the future. Unless specified or quantified in the relevant risk factors below, we are not in a position
to quantify the financial implication of any of the risks mentioned below. If any or a combination of the following risks, or
other risks that are not currently known or are not currently deemed material, actually occur, our business, results of
operations, cash flows and financial condition could be adversely affected, the trading price of our Equity Shares could
decline, and investors may lose all or part of their investment. The risk factors have been presented below on the basis of their
materiality. Furthermore, some events may be material collectively rather than individually. Some events may not be material
at present but may have a material impact in the future. In making an investment decision, prospective investors must rely on
their own examination of us and our business and the terms of the Issue, including the merits and risks involved. Potential
investors should consult their tax, financial and legal advisors about the particular consequences of purchasing our Equity
Shares.
In order to obtain a complete understanding of our Company and our business, prospective investors should read this section
in conjunction with “Industry Overview”, “Our Business”, “Key Regulations and Policies in India”, “Restated Financial
Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
“Outstanding Litigation and Material Developments” on pages 166, 223, 248, 297, 375 and 423, respectively, as well as the
other financial and statistical information contained in this Draft Red Herring Prospectus.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates,
uncertainties and other factors, many of which are beyond our control. Our actual results could differ from those anticipated
in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere
in this Draft Red Herring Prospectus. For more details, see “Forward-Looking Statements” on page 26.
Our financial year ends on March 31 of each year, and references to a particular Financial Year or Fiscal are to the 12-month
period ended March 31 that year, unless the context indicates otherwise.
Unless otherwise stated or the context otherwise requires, the financial information as of, and for the six-month period ended
September 30, 2025 and financial years ended, March 31, 2025, March 31, 2024 and March 31, 2023 included in this section
have been derived from the Restated Financial Information included in this Draft Red Herring Prospectus on page 297. We
have also included various financial and operational performance indicators in this Draft Red Herring Prospectus, some of
which have not been derived from the Restated Financial Information. The manner of calculation and presentation of some of
these financial and operational performance indicators, and the assumptions and estimates used in such calculations, may
vary from those used by other companies in India and other jurisdictions.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Assessment of Residential Construction Sector - With focus on Kerala” dated December, 2025” (the “ICRA Report”)
prepared and issued by ICRA Analytics Limited (“ICRA”), appointed by us on July 16, 2025 and exclusively commissioned
and paid for by us in connection with the Issue. ICRA is an independent agency which has no relationship with our Company,
our Promoters or any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the ICRA Report
and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be
relevant for the proposed Issue), that have been left out or changed in any manner. Unless otherwise indicated, financial,
operational, industry and other related information derived from the ICRA Report and included herein with respect to any
particular year refers to such information for the relevant calendar year. A copy of the ICRA Report is available on the website
of our Company at www.veegaland.com/ipo-offer-documents/ until the Bid/Issue Closing Date. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation—Industry and Market
Data” on page 24.
Internal Risks
1. Our business is entirely concentrated in the state of Kerala, and our performance is therefore highly
dependent on residential real estate market conditions, regulatory developments, economic factors and
climatic events in Kerala, any of which could adversely affect our business, financial condition, results
of operations and cash flows.
As of October 31, 2025, all of our Completed, Ongoing and Upcoming Projects are located in the state
of Kerala, primarily across the urban micro-markets of Kochi, Thiruvananthapuram, Kozhikode and
40Thrissur. We do not currently have any Completed, Ongoing or Upcoming Projects outside Kerala as of
the date of this Draft Red Herring Prospectus. For further details of our projects, see “Our Business –
Business Operations – Projects” on page 227.
Given this geographic concentration, our business, financial condition, cash flows and results of
operations are closely linked to the performance and prevailing conditions of the residential real estate
markets in Kerala. The real estate markets in Kerala may be subject to market conditions, regulatory
developments and demand-supply dynamics that differ from those in other parts of India.
The residential real estate markets in Kerala are influenced by several factors beyond our control,
including local and regional economic conditions, employment levels, demographic trends, availability
and pricing of land, infrastructure development, interest rate movements, changes in government policies
and regulations (including those relating to land use, zoning, stamp duty, taxation and RERA
compliance), as well as supply and demand for residential properties. Any adverse changes in these
factors could reduce demand for our residential units, delay sales, affect pricing or impact absorption
levels across our Ongoing and Upcoming Projects.
In addition, Kerala is periodically exposed to natural and climatic events such as heavy monsoons, flood
and related disruptions, which may adversely affect construction activity, site accessibility, availability
of labour and materials, and buyer sentiment. Any prolonged disruption arising from such events could
lead to delays in project execution, increased costs or deferment of customer bookings.
Real estate development projects typically involve long gestation periods. The costs associated with
acquisition of land (whether through outright purchase or joint development arrangements with land
owners), construction and financing, as well as the achievable sale prices of units in our Ongoing and
Upcoming Projects, are determined based on prevailing and expected market conditions. If market
conditions in Kerala weaken or if we are required to sell residential units at prices lower than anticipated,
our profitability and cash flows may be adversely affected. Further, the real estate market for both land
and completed residential units is relatively illiquid, which may limit our ability to respond quickly to
adverse market developments.
While we have not experienced any material adverse impact on our profitability due to real estate market
conditions in Kerala during the six-month period ended September 30, 2025 and the Fiscals ended March
31, 2025, 2024 and 2023, there can be no assurance that similar conditions will prevail in the future. Any
significant downturn in the residential real estate market in Kerala could adversely affect our business,
financial condition, results of operations and cash flows.
2. The timely execution and completion of our Ongoing and Upcoming Projects involve significant risks
and uncertainties, and any delays, cost overruns or inability to complete such projects could adversely
affect our business, results of operations and financial condition.
Our business and financial performance is significantly dependent on the timely execution and
completion of our Ongoing and Upcoming Projects. As of October 31, 2025, we had 9 Ongoing Projects
and 4 Upcoming Projects, which together constitute as our total saleable area and form the primary source
of our future revenues and cash flows. Set out below are details of our Ongoing and Upcoming Projects
as on October 31, 2025.
% of % of
Saleable Saleable
Total
Number of Area Area
Type of Number of Number of Saleable
unit sold to booked by booked by
Project Projects Units Area* (in
customers customers customers
square feet)
(including (excluding
JDAs) JDA)
Ongoing 9 695^ 509 12,67,501^ 72.71 73.57
Projects
Upcoming 4 375 NA# 7,65,264** NA# NA#
Projects
41% of % of
Saleable Saleable
Total
Number of Area Area
Type of Number of Number of Saleable
unit sold to booked by booked by
Project Projects Units Area* (in
customers customers customers
square feet)
(including (excluding
JDAs) JDA)
Total 13 1,070 509 20,32,765 NA NA
*Saleable Area refers to the total area of a residential unit on which the consideration is charged to the purchaser and generally
includes the carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of common
areas such as corridors, lobbies, recreational facilities and service areas.
** Saleable Area of the Upcoming Projects has been estimated based on architectural drawings that are currently under various
stages of statutory approval, and may be subject to change in accordance with observations, conditions or modifications, if any,
required by the relevant approving authorities.
# Not Applicable since Upcoming Projects are not opened for bookings.
^Includes 7 units compring of 14,907 square feet of saleable area allocated to landowners under JDA in the Ongoing projects.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
Set out below are details of estimated completion timelines and construction progress of our Ongoing
Projects as on September 30, 2025:
Name of Estimated Date of % of completion of
Location
Project Completion (RERA) construction
Elanza Thrissur, Kerala November 30, 2026 78.74
Symphony Kozhikode, Kerala July 31, 2027 74.50
Green Capitol Thiruvananthapuram, Kerala June 30, 2028 59.85
Maybell Kochi, Kerala December 31, 2027 40.80
Green Heights Kochi, Kerala August 30, 2028 41.09
Green Fort Kochi, Kerala August 31, 2027 48.83
Queens Park Kochi, Kerala October 31, 2028 33.19
Casabella Kochi, Kerala June 30, 2029 22.93
Flora Kochi, Kerala November 30, 2029 25.28
For details of our Completed Projects, Ongoing Projects and Upcoming Projects, see “Our Business –
Our Projects” on page 227.
A significant portion of our future revenues, cash flows and operating performance is dependent on the
timely execution of our Ongoing Projects and the successful transition of our Upcoming Projects into
construction and sales phases. If we are not able to sell our project inventories in a timely manner, then
it may adversely affect our business, results of operations and financial condition.
Our Ongoing Projects are at different stages of construction, including foundation works, structural
execution, MEP installations and finishing activities, while our Upcoming Projects are in stages such as
land readiness, architectural design, statutory review, approval processes and pre-launch planning. Any
delays in progressing Ongoing Projects through execution milestones or in transitioning Upcoming
Projects into construction could defer revenue recognition, delay customer collections and adversely
impact our cash flows.
Real estate development involves long gestation periods and is subject to multiple risks and uncertainties,
many of which are beyond our control. These include acquiring clear and marketable title to land,
resolution of disputes (if any), availability of labour and construction materials, fluctuations in input
costs, securing financing on commercially viable terms, and timely receipt and continued validity of
statutory approvals and consents, including building permits, fire safety approvals, environmental
clearances and K-RERA registrations. Any delay, rejection or modification of approvals by regulatory
authorities may require changes to project designs or execution plans and could result in delays or
additional costs.
Further, revisions to approved plans or conditions imposed by regulatory authorities during construction
may necessitate rework, additional expenditure or changes in construction schedules. While we have not
experienced material adverse impacts on our projects due to such factors in the past six month ended
42September 30, 2025 and last three Fiscals, there can be no assurance that similar issues will not arise in
respect of our Ongoing Projects and Upcoming Projects
Our construction activities are also exposed to risks relating to labour availability and supply-chain
disruptions for key construction materials such as cement, steel and other inputs. Any shortage of labour,
increase in labour costs, delay in procurement of materials, or failure by third-party contractors,
subcontractors or consultants to perform their obligations in a timely or satisfactory manner could
adversely affect construction timelines, project costs and margins. While we have not experienced
material adverse impacts on our projects due to such factors in the past six month ended September 30,
2025 and last three Fiscals, there can be no assurance that similar issues will not arise in respect of our
Ongoing Projects or Upcoming Projects.
In addition, our projects may be affected by unforeseen events such as natural disasters, extreme weather
conditions, pandemics or other public health emergencies. For instance, the completion timeline for one
of our Completed Projects, Kings Fort, was extended due to COVID-19 related restrictions whereby
RERA had suomoto granted the said extention, as there were labour shortages, supply-chain disruptions
and temporary suspension of on-site construction activities due to pandemic. Similar events in the future
could adversely affect our project timelines and execution capabilities.
Delays in completing projects may also result in cost overruns. Prolonged construction periods can
increase overheads, financing costs and other project-related expenses. Cost overruns may arise due to
increases in construction material prices, labour costs, changes in project scope, design modifications or
additional regulatory requirements, which could adversely impact project profitability and our overall
financial performance. While we have not experienced material adverse impacts on our projects due to
such factors in the past six month ended September 30, 2025 and last three Fiscals, there can be no
assurance that similar issues will not arise in respect of our Ongoing Projects and Upcoming Projects.
Our reputation for timely execution and delivery of residential projects is important to our ability to
attract customers, maintain sales momentum, secure financing and obtain regulatory approvals. Persistent
delays, inability to complete projects or significant cost overruns could adversely affect customer
confidence and damage our reputation, which in turn could have an adverse effect on our business
prospects, financial condition, results of operations and cash flows. For further details of our Ongoing
Projects and Upcoming Projects, including their status and estimated timelines, see “Our Business – Our
Projects” on page 227.
3. Our dependence on independent contractors and other specialist for construction and project
execution may exposes us to risks relating to delays, cost overruns, quality issues and execution
failures, which could adversely affect our business, financial condition, results of operations and cash
flows.
We do not undertake construction activities in-house and engage third-party contractors and specialist
agencies, including architects and other consultants, for the construction, development, design and
execution of our projects. Our construction activities are carried out through independent civil
contractors, subcontractors and vendors, while architectural design, structural engineering, MEP design
and related services are undertaken by external consultants. Accordingly, our ability to complete projects
within estimated timelines, budgets and quality standards is significantly dependent on the performance
of such third-party contractors and consultants.
We typically select contractors and specialist agencies through tendering process based on parameters
such as prior experience, execution capability, manpower strength, technical expertise, safety practices
and commercial terms. However, there can be no assurance that such contractors and consultants will
continue to perform their obligations in a timely, cost-efficient or satisfactory manner. Any failure, delay
or sub-standard performance by such parties could result in construction delays, cost overruns, quality
issues, regulatory non-compliance or disputes, which could adversely affect our business, financial
condition, results of operations and reputation.
Set out below are details of cost incurred towards services received from contractors and specialist
agencies for the relevant periods:
43(₹ in lakhs, unless otherwise stated)
For six- % of % of
% of % of
month period total cost of
Fiscal total Fiscal Fiscal total
Particulars ended operat total
2025 operating 2024 2023 operatin
September ing operatio
cost g cost
30, 2025 cost n cost
Cost 4,016.72 42.84 6,552.15 31.66 3,928. 45.43 2,799. 27.49
incurred 48 28
towards
availing
services
from third
party
contractors
and
specialist
agencies
for our
Projects
Note: Operating cost includes purchase/development of land, construction materials, labours and direct expenses, employee
benefit expenses, finance costs, other expenses directly attributtal to our projects.
Further, our arrangements with third-party contractors and specialist agencies generally provide for
retention amounts to be withheld in the event of delays in completion or performance shortfalls.
However, such retention amounts are typically capped at a specified amount or a fixed percentage of the
relevant contract value. Consequently, any retention amounts recovered from defaulting contractors or
specialist agencies may not be sufficient to fully compensate us for losses arising from delays, cost
overruns, quality defects or other disruptions caused by such parties, and we may be required to absorb
such losses.
Any disruption in the availability or performance of our key contractors, including due to financial stress,
labour shortages, supply-chain disruptions, termination of arrangements or force majeure events, may
require us to appoint replacement contractors. This may result in additional costs, delays in execution or
disruption to construction schedules.
Our projects are also dependent on third-party architects and consultants for design development,
drawings, approvals support and construction supervision. Any delay in design finalisation, revisions
required by statutory authorities or non-availability of such consultants could adversely impact project
timelines.
None of our contractors, architects or specialist consultants are related parties to our Company,
Promoters, members of the Promoter Group or Directors. Accordingly, our engagements with such third
parties are on an arm’s length basis.
While we deploy internal site engineers, project managers and quality-control personnel to monitor
execution progress and conduct periodic reviews through consultants and management oversight
mechanisms, these controls may not fully mitigate the risks arising from third-party dependence. Further,
disputes relating to scope of work, billing, quality standards or payment timelines could result in claims,
litigation or work stoppages, which may adversely affect our business and cash flows.
Although, we have not experienced any material defaults or delays by third-party contractors or
consultants that have had a material adverse impact on our business during the six-month period ended
September 30, 2025 and past three Fiscals, there can be no assurance that similar issues will not arise in
the future. Any material disruption in contractor performance may adversely affect our ability to
complete projects within the expected timelines or budgets, which could have a material adverse effect
on our business, results of operations and financial condition.
444. Our revenues, profitability and return ratios fluctuate significantly over periods due to the project-
based and milestone-linked nature of our real estate development business, which may make period-
to-period comparisons difficult.
Our revenues from operations, profitability and return ratios have fluctuated across reporting periods and
may continue to vary in the future, which may make comparisons of our financial performance between
periods difficult. Our income in any particular period is dependent on several factors, including the
number, size and stage of completion of our development projects, the timing of execution of agreements
with customers, construction progress achieved during the relevant period, cost absorption levels and
prevailing market conditions.
Revenue from operations is recognised based on the fulfilment of performance obligations under
contracts with customers in accordance with Ind AS 115 and is linked to the percentage of completion
of construction activities. As a result, variations in construction timelines or the pace at which projects
progress through different execution stages may lead to material fluctuations in revenue recognised
during a particular period. For instance, our revenue from operations increased from ₹10,891.16 lakh in
Fiscal 2023 to ₹11,076.76 lakh in Fiscal 2024 and further to ₹19,237.53 lakh in Fiscal 2025. For the six-
month period ended September 30, 2025, revenue from operations amounted to ₹12,415.85 lakh,
representing approximately 64.54% of the revenue from operations for Fiscal 2025. These variations
would primarily reflect differences in construction progress and the stage of completion of projects
during the respective periods.
Our profitability has also fluctuated across periods due to changes in revenue recognition and estimated
project costs. EBITDA amounted to ₹2,421.98 lakh in Fiscal 2023, ₹1,672.23 lakh in Fiscal 2024 and
₹3,377.35 lakh in Fiscal 2025, and ₹1,891.56 lakh for the six-month period ended September 30, 2025.
These variations reflect changes in the mix of projects under execution, cost absorption levels during
different phases of construction and periodic revisions to estimated project costs.
Our PAT also varied across periods and stood at ₹1,453.06 lakh in Fiscal 2023, ₹786.88 lakh in Fiscal
2024 and ₹2,042.59 lakh in Fiscal 2025. PAT for the six-month period ended September 30, 2025 was
₹1,152.54 lakh. The moderation in PAT during Fiscal 2024 was primarily attributable to project-specific
factors such as stage of completion and sales momentum, while the increase in Fiscal 2025 reflects higher
revenue recognition from projects at more advanced stages of completion.
Our return ratios have similarly fluctuated. Return on Equity was 48.44% in Fiscal 2023, 19.12% in
Fiscal 2024 and 36.96% in Fiscal 2025, and 7.27% (not annualised) for the six-month period ended
September 30, 2025. Return on Capital Employed was 14.88% in Fiscal 2023, 9.85% in Fiscal 2024 and
13.75% in Fiscal 2025, and 6.21% (not annualised) for the six-month period ended September 30, 2025.
Movements in these ratios reflect changes in profitability, capital employed and equity base, as well as
the impact of capital deployment and construction progress across different stages of the project lifecycle.
Given the long gestation periods associated with real estate development and the progress-linked nature
of revenue recognition, our financial performance in any particular period may not be indicative of our
performance in future periods. Accordingly, our results of operations, cash flows and financial condition
may continue to vary significantly from period to period, and investors should not rely on period-to-
period comparisons as an indication of underlying trends in our business.
455. We are subject to risks arising from increases in construction input costs, price volatility of key
materials and potential disruptions in supply chains, which may adversely affect project execution,
profitability, cash flows and financial condition.
As noted in the ICRA industry report, construction cost inflation remains a key structural challenge for
the real estate sector. Rising prices of construction materials and inputs may exert pressure on project
margins, particularly in circumstances where developers are unable to fully pass on such increases to
customers due to competitive intensity, affordability constraints or prevailing market conditions.
Our real estate development operations require substantial quantities of construction materials and inputs,
including steel, cement, ready-mix concrete, aluminium, aggregates, bricks and blocks, electrical and
plumbing materials, tiles and fittings, elevators, firefighting systems and other mechanical, electrical and
plumbing components. These materials are largely procured from third-party suppliers, vendors and
contractors. The prices and availability of such inputs are subject to factors beyond our control, including
inflationary trends, fluctuations in commodity prices, transportation and logistics costs, supply demand
dynamics, changes in government taxes and levies, regulatory developments and disruptions in domestic
or global supply chains.
Our ability to execute projects within estimated timelines and budgets is dependent on our ability to
procure construction materials at commercially reasonable prices and in the required quantities. We
generally do not enter into long-term fixed-price supply arrangements and typically procure materials
through purchase orders issued in line with construction schedules and prevailing market conditions.
While this procurement approach provides flexibility and allows us to source materials competitively, it
also exposes us to risks arising from price volatility and supply disruptions.
Any inability or delay on the part of our suppliers to deliver materials in a timely manner, or any
disruption in logistics or supply chains, could adversely affect construction schedules. Such events may
result in delays in project execution, cost overruns, deferment of revenue recognition and adverse impacts
on our cash flows and financial condition. Further, any increase in duties, taxes or levies applicable to
construction materials could increase our input costs and adversely affect project profitability.
(₹ in lakhs, unless otherwise stated)
Particulars Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations
Operating cost 9,375.58 20,692.80 8,647.51 10,184.08
Change in (364.24) (6,757.60) (764.34) (2,615.39)
inventories
Cost of goods 9,011.34 13,935.20 7,883.17 7,568.69
sold
Cost of goods 72.58% 72.44% 71.17% 69.49%
sold as a
percentage of
Revenue from
Operations
Set out below are details of expenses incurred towards construction materials, labour and direct expenses:
(₹ in lakhs, unless otherwise stated)
Period Expenses incurred towards construction % of total expense
materials, labour and direct expenses
Six-months period 5,359.60 48.96
ended September 30,
462025
Fiscal 2025 10,265.65 61.12
Fiscal 2024 6,791.65 65.69
Fiscal 2023 6,792.06 74.95
While prices of certain construction materials, including steel, cement and ready-mix concrete,
experienced volatility during the six-month period ended September 30, 2025 and the three preceding
Fiscals, there were no shortages or supply disruptions during such periods that had a material adverse
impact on our business, results of operations or financial condition. However, there can be no assurance
that similar conditions will prevail in the future.
Any sustained increase in construction material prices, inability to procure materials at expected costs,
or delay or disruption in supply chains may adversely affect our project margins. Further, we may not
always be able to pass on increases in construction costs to customers due to market conditions,
contractual arrangements or regulatory considerations, which could adversely affect our profitability,
cash flows and profitability.
6. Our projects are subject to risks relating to obtaining, maintaining and renewing statutory and
regulatory approvals and any delay, failure or withdrawal of such approvals could adversely affect
our project timelines, business and financial performance.
The development and execution of our real estate projects are subject to obtaining and maintaining
multiple statutory, regulatory and governmental approvals at various stages of the project lifecycle. Any
delay or failure in obtaining such approvals or renewals, or withdrawal, suspension or modification of
existing approvals may require us to reschedule, suspend or discontinue construction activities in respect
of our Ongoing Projects and Upcoming Projects, which could adversely affect our operations, financial
condition, results of operations and cash flows.
As of October 31, 2025, we have 9 Ongoing Projects and 4 Upcoming Projects. Our Ongoing Projects
are under active construction and require continued compliance with applicable approvals, including
renewals or amendments, while our Upcoming Projects are in stages such as land readiness, architectural
design, statutory submissions or pre-launch planning. Construction activities may not commence, or may
be required to be halted, if any required approval is delayed, denied, withdrawn or lapses.
To successfully execute each project, we are required to obtain approvals and permits from multiple
authorities, which may include, among others, building plan sanctions, commencement certificates, fire
safety no-objection certificates, environmental clearances, pollution control board approvals, height and
aviation clearances (where applicable), municipal permissions, and registration under the applicable Real
Estate (Regulation and Development) Act (“RERA”), as well as occupation certificates upon
completion. Certain approvals are required to be obtained or renewed at different stages of project
execution and some approvals are subject to precedent and subsequent conditions that must be fulfilled
within prescribed timelines. For details relating to approvals required in respect of our business, see
“Government and Other Approvals” on page 429.
While we have not experienced any instances of suspension of construction activities due to failure to
obtain or renew approvals, or withdrawal of licenses or permissions, during the six-month period ended
September 30, 2025 and the three preceding Fiscals, there can be no assurance that similar issues will
not arise in the future. Our Upcoming Projects are still subject to finalization of development plans and
receipt of certain statutory approvals, and we may be required to modify project designs, layouts or
specifications based on observations or conditions imposed by the relevant authorities.
Delays in approval processes may occur due to factors beyond our control, including changes in
applicable laws, regulations, development control rules, zoning norms or environmental standards,
administrative delays by regulatory authorities, or additional information or compliance requirements
imposed during the review process. Any such delays or changes could result in extended project
timelines, deferment of revenue recognition, increased costs or reduced project feasibility.
47Further, in certain cases, we may be required to obtain approvals relating to land use, including
conversion of land use or confirmation of zoning permissibility. Difficulties in fulfilling such conditions,
or disputes relating to land title or land use, could delay or prevent commencement of construction.
Regulatory changes affecting our projects may also result in additional compliance costs or require
revisions to existing approvals.
If we are unable to obtain, maintain or renew the required approvals and permits in a timely manner, or
at all, or if any approvals are withdrawn or materially modified, we may be required to suspend
construction activities, revise project timelines, incur additional expenditure or abandon projects, which
could have a material adverse effect on our business, financial condition, results of operations and cash
flows.
7. We cannot assure you that the Objects of the Issue will be achieved within the expected time frame, or
at all, and any variation in the utilization of the Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval.
Our Company proposes to utilize the Net Proceeds towards the following objects:
Particulars Amount (in ₹ lakhs) Percentage of Net
Proceeds (%)
Funding a part of the expense to be incurred in the 11,159.56 [●]
development of our Ongoing Projects and
Upcoming Projects
Acquisition of identified land parcel for 1,849.03 [●]
development of residential real estate projects
Funding unidentified acquisition of land and [●]
[●]
general corporate purposes(1)
Net Proceeds(2) [●] 100.00
(1) The amount to be utilised for funding unidentified acquisition of land parcel for undertaking residential real estate projects
and general corporate purposes shall not individually exceed 25% of the Gross Proceeds respectively and will not collectively
exceed 35% of the Gross Proceed.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
The proposed utilization of the Net Proceeds is based on current business plans, current conditions and
other commercial and technical factors including interest rates and other charges, quotations received
from third-party vendors, which may be subject to change in light of changes in external circumstances
and other factors beyond our control. Our management will have broad discretion to revise our business
plans, estimates and budgets from time to time in compliance with applicable law. Consequently, our
funding requirements and deployment of funds may change, which may result in rescheduling of the
proposed utilization of the Net Proceeds (including any change in the amount or period of deployment),
subject to compliance with applicable law. For further details, see “Objects of the Issue” on page 132.
In case of an increase in actual expenses or shortfall in requisite funds, additional funds for a particular
activity will be met by any means available to us, including internal accruals and additional equity and/or
debt arrangements. If actual utilization towards the Objects of the Issue is lower than the proposed
deployment, such balance will be used for future growth opportunities, including funding other existing
objects, subject to compliance with applicable law. If the proposed utilization of the Net Proceeds is not
completed within a fiscal year, it shall be carried forward. Further, 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.
Any variation in the objects of the Issue shall be made in compliance with applicable law. In the event
of any such circumstances that require us to undertake variation in the disclosed utilization of the Net
Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any
delay or inability in obtaining such shareholders’ approval may adversely affect our business, results of
operations and financial condition. Further, our Promoters would be required to provide an exit
opportunity to shareholders who do not agree with our proposal to change the objects of the Issue or vary
48the terms of such contracts, at a price and manner as prescribed by SEBI. This may deter the Promoters
from agreeing to the variation of the proposed utilisation of the Net Proceeds, even if such variation is in
the interest of our Company. Further, we cannot assure you that the Promoters or the controlling
shareholders of our Company will have adequate resources at their disposal at all times to enable them
to provide an exit opportunity at the price prescribed by SEBI.
8. Our business is capital intensive and requires us to incur upfront investment for land acquisition
construction, regulatory approvals, and project management. Inability to fulfil our working capital
requirements adequately could adversely affect our business, results of operations and financial
condition.
Our business is inherently capital intensive due to the nature of real estate development and requires
substantial upfront investments for acquisition of land or development rights, construction activities,
statutory and regulatory approvals, project management and related infrastructure. A significant portion
of project-related expenditure is incurred at the initial stages of development, including land acquisition
and construction costs, prior to the receipt of completion certificates and before we are able to generate
or fully realize revenues from the sale of units. As a result, there is often a time lag between the incurrence
of costs and the receipt of cash inflows from customers, which may place pressure on our liquidity and
working capital position.
Our funding requirements are met through a combination of internal accruals, customer advances and
borrowings from banks and financial institutions. Accordingly, our business is exposed to risks
associated with availability, cost and terms of financing. Any tightening of credit conditions, withdrawal
or non-renewal of credit facilities, increase in interest rates or adverse changes in lending policies may
increase our financing costs or restrict our access to funds, which could adversely affect our ability to
fund Ongoing and Upcoing Projects, meet our debt servicing obligations and maintain adequate liquidity.
Our capital requirements and cash flows may be adversely impacted by factors beyond our control,
including delays in obtaining statutory and regulatory approvals, changes in applicable laws, policies or
development control regulations, disputes relating to land acquisition, title or development rights, and
delays caused by litigation or third-party claims. Such factors may result in deployment in additional
capital than estimated, extended project timelines and deferment of revenue recognition, thereby
adversely affecting our profitability and cash flows.
In addition, our construction costs are exposed to volatility in prices of key raw materials such as cement,
steel, ready-mix concrete and other building materials, as well as fluctuations in labour availability and
wage costs. Significant increases in construction input costs, shortages in supply or disruption in
contractor performance may result in escalation of project costs. To the extent such increases cannot be
passed on to customers through higher selling prices, our margins and profitability may be adversely
affected.
The actual amount and timing of our future capital requirements may differ from our estimates due to
various factors, including changes in project execution schedules, revisions to business plans in response
to prevailing economic or market conditions, regulatory changes, engineering or design modifications,
and unanticipated expenses. To the extent our funding requirements exceed our internal resources, we
may be required to raise additional debt or equity financing. There can be no assurance that such
financing will be available on acceptable terms or at all. Any dilution of equity or increase in leverage
could adversely affect the interests of our shareholders and our financial stability.
If we are unable to adequately manage our funding and working capital requirements, or if access to
capital becomes constrained or more expensive, our business operations, growth plans, financial
condition, results of operations and cash flows may be materially and adversely affected. In extreme
circumstances, prolonged liquidity constraints could also impact our ability to continue operations as a
going concern.
499. Demand for our residential projects is dependent on the availability and affordability of housing
finance, as well as changes in taxation and stamp duty, and any adverse changes could affect our
sales, cash flows and financial condition.
Sales of our residential projects are influenced by the ability of prospective customers to finance the
purchase of residential properties. The availability, cost and terms of housing finance play a significant
role in purchasing decisions. Historically, relatively low interest rates on housing loans and favourable
income tax benefits available to homebuyers have supported demand in the Indian residential real estate
market. Any increase in interest rates, tightening of credit conditions or reduction in tax incentives could
adversely affect the affordability of residential properties and weaken demand for our projects.
The Reserve Bank of India (“RBI”) regulates housing finance companies and banks and may, from time
to time, introduce or modify prudential norms, capital adequacy requirements, loan-to-value ratios or
other regulatory measures applicable to housing loans. Any such regulatory actions, or measures taken
by the Government of India (“GoI”) to restrict credit availability to the housing sector, could reduce the
availability of home loans or make such financing less attractive to potential customers. If housing loans
become less accessible or more expensive, demand for our residential units may be adversely affected,
which could impact our sales, collections, cash flows and results of operations.
As per ICRA Report, increases in home loan interest rates dampen buyer sentiment, particularly in the
mid-income segment, while broader economic slowdowns, job uncertainty in sectors such as IT and IT-
enabled services, or global economic disruptions may result in deferment of home purchase decisions
and weaken demand across residential market.
Demand for residential real estate is also sensitive to broader macro-economic conditions. Economic
slowdowns, inflationary pressures, changes in employment levels, or uncertainty in financial markets
may cause potential homebuyers to defer or cancel purchase decisions. Increased borrowing costs or
reduced household income may further constrain affordability and negatively affect demand for
residential properties, including our Ongoing and Upcoming Projects.
In addition, changes in fiscal and taxation policies may impact residential property transactions. Taxes
and levies such as goods and services tax (“GST”) on under-construction properties, stamp duty,
registration charges and property taxes directly influence the purchasing decision of the homebuyers.
Any increase in stamp duty or property taxes, withdrawal or reduction of income tax benefits on housing
loans, or introduction of new taxes or levies may increase transaction costs and reduce demand for
residential properties. Changes in stamp duty structures or the scope of instruments subject to stamp duty
could also affect our acquisition costs, sale values and profitability.
We are also subject to applicable property taxes and stamp duties in the jurisdictions in which we operate.
Any increase in such taxes, or introduction of additional levies, could increase our costs or affect pricing
and margins. If we are unable to pass on such increased costs to customers due to market conditions, our
business, results of operations and financial condition may be adversely affected.
Any adverse changes in housing finance availability, interest rates, taxation policies, stamp duty
structures or overall real estate market conditions could negatively impact demand for our residential
projects, delay sales, affect pricing and reduce absorption across our Ongoing and Upcoming Projects,
which in turn could have a material adverse effect on our business, results of operations, cash flows and
financial condition.
10. Our Company has entered into, and will continue to enter into, related party transactions and there
can be no assurance that such transactions will always be in the best interests of our minority
shareholders and will not have an adverse effect on our business, results of operations, financial
condition, cash flows and prospects.
Our Company has entered into transactions with several related parties in the ordinary course of our
business. All the Related Party Transactions have been carried out on arm’s length basis in accordance
with the Companies Act and other applicable regulations.
50The table below provides details of the arithmetic aggregate of categories of related party transactions
undertaken by us during the six month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and
Fiscal 2023;
Key Management personnel & Director
Name of KMP/Director Designation Remarks
Kochouseph Whole-Time Director Upto September 30, 2025
Chittilappilly
K Vijayan Joint Managing Director Upto March 31, 2024
Director Upto March 31, 2025
B Jayaraj Whole Time Director Upto March 31, 2024
Director With effect from April 1, 2024
Sheela Kochouseph Director Upto March 31, 2025
Bijoy AB Whole-Time Director With effect from September 1,
2023
Kurian Thomas Whole-Time Director With effect from September 1,
2023
Jacob Kuruvilla A Chief Financial Officer Upto March 31, 2025
Varun S Kumar Chief Financial Officer With effect from September 25,
2025
Akshay Anand Company secretary & Compliance With effect from September 25,
Officer 2025
Relative of Key Managerial Personnel & Director
Name of Relative of Relationship With KMP/Director
KMP/Director
Binoy A B Brother of Bijoy A B
Jayakrishnan J Son of B Jayaraj
Members with Substantial Interest
K Chittilappilly Trust
Enterprise in which Key Managerial Personnel or their relative can exercise significant influence
Name of Enterprise Relationship With KMP/Director
K Chittilappilly Foundation A company in which Kochouseph Thomas Chittilappilly
and B Jayaraj are Directors
P. Rajkumar & Co. Firm in which son of B Jayaraj is a partner.
Transaction with Related Parties
(₹ in Lakhs, unless otherwise stated)
For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
Kochous Whole Loan - - 7,656. 39.80 182.4 1.65 1,271. 11.67
eph Time Accepted 88 7 20
Chittilap Director
pilly
Kochous Whole Loan 17,56 141.45 1,156. 6.01 1,182. 10.68 2,695. 24.75
eph Time Repaid 2.06 88 47 45
51For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
Chittilap Director
pilly
Sheela Director(1 Loan - - - 910.2 8.22 180.9 1.66
Kochous ) Accepted 0 2
eph
Sheela Director(1 Loan - - 1,961. 10.19 910.2 8.22 830.9 7.63
Kochous ) Repaid 21 0 2
eph
Kochous Whole Remunera 21.00 0.17 42.00 0.22 42.00 0.38 42.00 0.39
eph Time tion
Chittilap Director
pilly
Kochous Whole Commissi 15.67 0.13 28.26 0.15 9.81 0.09 16.17 0.15
eph Time on
Chittilap Director
pilly
Kochous Whole Interest 524.4 4.22 998.5 5.19 826.8 7.46 760.6 6.98
eph Time Expense 5 5 7 6
Chittilap Director
pilly
Sheela Whole Interest - - 130.4 0.68 137.6 1.24 141.3 1.30
Kochous Time Expense 5 0 3
eph Director
B Director Remunera - - - 28.08 0.25 28.08 0.26
Jayaraj tion
Jacob Chief Remunera - - 14.40 0.07 14.40 0.13 14.40 0.13
Kuruvill Financial tion
a A Officer(1)
K Director(1 Remunera - - 9.00 0.05 12.00 0.11 21.96 0.20
Vijayan ) tion
Bijoy A Whole Remunera 19.47 0.16 39.40 0.20 18.57 0.17 - -
B Time tion
Director
Kurian Whole Remunera 23.32 0.19 43.04 0.22 21.31 0.19 - -
Thomas Time tion
Director
Varun S Chief Remunera 0.39 0.00 - - - - - -
Kumar Financial tion
Officer
Akshay Company Remunera 0.13 0.00 - - - - - -
Anand T Secretary tion
S &
Complian
ce Officer
Bijoy A Whole Staff Loan - - 0.89 0.00 0.39 0.00 - -
B Time Repaymen
Director t
K. Member Reimburs - - 10.05 0.05 - - - -
Chittilap with ement of
pilly Substanti Expenses
Trust al Interest
K. Member Sale of - - 1.75 0.01 - - - -
Chittilap with property
52For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
pilly Substanti and other
Trust al Interest assets
K. Member Accomod 0.77 0.01 - - - - - -
Chittilap with ation
pilly Substanti Charges
Trust al Interest
K Enterpris Rent 34.95 0.28 45.82 0.24 39.20 0.35 37.38 0.34
Chittilap e in which
pilly Key
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Reimburs - - 7.73 0.04 - - - -
Chittilap e in which ement of
pilly Key Expenses
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Purchase 1,758. 14.16 - - - - - -
Chittilap e in which of Land & 12
pilly Key Building
Foundati Manageri
on al
Personnel
has
significan
t
influence
K Enterpris Purchase 41.88 0.34 - - - - - -
Chittilap e in which of Plant &
pilly Key Machiner
Foundati Manageri y and
on al Office
Personnel Equipmen
has ts (excl
significan taxes)
t
influence
P. Enterpris Profession 1.05 0.01 2.25 0.01 1.53 0.01 - -
Rajkuma e in which al Fees
r & Co. Key (excl
Manageri taxes)
al
Personnel
has
53For the six-
month period
ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature Nature September 30,
of of 2025
Name
Relation Transact % of % of % of % of
ship ion Revenu Revenu Revenu Revenu
Amo Amo Amo Amo
e from e from e from e from
unt unt unt unt
Operat Operat Operat Operat
ions ions ions ions
significan
t
influence
Binoy A Relative Profession - - - - 0.16 0.00 - -
B of Key al Fees
Manageri
al
Personnel
Jayakris Relative Profession - - - - 0.23 0.00 - -
hnan J of Key al Fees
Manageri
al
Personnel
(1) Currently not a KMP.
For further details of the related party transactions and as reported in the Restated Financial Information,
see “Restated Financial Information” on page 297.
The transactions we have entered into may have involved, and any future transactions with our related
parties could potentially involve, conflicts of interest. All related party transactions that we may enter
into after listing on the Stock Exchanges will be subject to approval by our Audit Committee, our Board,
or our Shareholders, as required under the Companies Act and the SEBI Listing Regulations. Related
party transactions that our Company enters into in the future may involve conflicts of interest, which
shall be in compliance with applicable law but may be detrimental to the interest of our Company and
we cannot assure you that such transactions, individually or in the aggregate, will always be in the best
interests of our minority Shareholders and will not adversely affect our business, results of operations
and financial condition.
11. Our joint development arrangements may subject us to title, execution and counterparty risks, which
could adversely affect our business, results of operations and financial condition.
As part of our land sourcing and development strategy, we selectively undertake joint development
arrangements (“JDAs”), where the landowner contributes land and we undertake the development,
construction and marketing of the project in exchange for an agreed allocation of saleable area of the
project. These arrangements enable us to participate in identified locations without significant upfront
capital outlay for land acquisition, while retaining responsibility for project execution.
Set out below is the split between Saleable Area in Completed Projects and Ongoing Projects / Upcoming
Projects through outright land ownership and JDAs for our projects as of October 31, 2025:
Completed Projects Ongoing Projects Upcoming Projects*
Saleable
Mode of Saleable % of Total Saleable % of Total % of Total
Area
Acquisition Area (lakh saleable Area (lakh saleable saleable
(lakh sq.
sq. ft.) area sq. ft.) area area
ft.)
Outright 7.70 69.68 11.16 88.08 7.65 100
purchase
JDAs 3.35 30.32 1.51 11.92 – -
Total 11.05 100.00 12.67 100.00 7.65 100
54* Saleable area for Upcoing Project is on estimated basis.
Our Completed Project portfolio includes three projects developed under JDAs, namely (i) Petunia &
Begonia, (ii) Kings Town, and (iii) Zinnia, where the landowners were allocated 19,380 sq. ft., 28,755
sq. ft. and 15,403 sq. ft., respectively, out of the total saleable area of the respective projects. In our
Ongoing Projects portfolio, one project, Elanza, is being executed under a JDA, under which 14,907 sq.
ft. out of the total saleable area of 1,51,354 sq. ft. is allocated to the landowner.
While we conduct legal, technical and commercial due diligence prior to entering into JDAs, such
arrangements involve risks that are different from outright land ownership. Under JDAs, title to the land
typically remains with the landowner, and our rights are limited to development, marketing and sale of
our allocated share. Any defects in title, encumbrances, disputes or claims relating to the land, or failure
by the landowner to fulfil its obligations, could delay or prevent the execution of the project and may
require us to incur additional costs or abandon the project, which could adversely affect our business,
reputation, results of operations and financial condition.
Further, JDAs may impose contractual obligations on us, including development timelines,
specifications, handover commitments and performance guarantees. The successful execution of such
projects is dependent on continued cooperation from landowners, including timely execution of
documents, assistance in obtaining approvals (where applicable) and resolution of third-party claims, if
any. Any dispute, non-performance or termination of a JDA could result in project delays, litigation, loss
of development rights or financial exposure.
Although we have not incurred any material liabilities or losses during six month period ended September
30, 2025 and last three Fiscals arising from our JDAs, there can be no assurance that such risks will not
materialize in the future. In addition, projects executed under JDAs may offer us limited control in certain
circumstances as compared to projects developed on outright-owned land, which could affect execution
flexibility and timelines.
Accordingly, any material delays, disputes, title issues or termination of joint development arrangements
could have a material adverse effect on our business, financial condition, results of operations and cash
flows. For further details relating to our Completed, Ongoing and Upcoming Projects, see “Our Business
– Our Projects” on page 227.
12. Our proposed utilisation of the Net Proceeds for funding development and construction costs of our
projects and acquisition of land is based on management estimates and vendor quotations, and any
inability to procure materials, services or land in a timely manner or at commercially acceptable
prices, cost overruns, delays in execution or deviations from underlying assumptions may adversely
affect our project execution, business, financial condition, results of operations and cash flows.
We propose to utilise a portion of the Net Proceeds of the Issue towards part-funding the development
and construction costs of certain of our Ongoing Projects and Upcoming Projects, as well as towards
acquisition of identified and unidentified land, as described in the chapter titled “Objects of the Issue”
on page 132. The proposed utilisation of the Net Proceeds is based on management estimates, current
quotations and indicative pricing received from third-party contractors, suppliers and vendors, work
orders issued in respect of certain construction activities.
We have not entered into definitive long-term or fixed-price supply agreements for a substantial portion
of the construction materials, equipment and services required for the execution and completion of our
projects. Instead, our estimates are derived from quotations that are generally valid for limited periods
and are subject to revision due to changes in market conditions, fluctuations in input prices, availability
of materials, commercial negotiations, changes in specifications, site conditions, statutory requirements
or other technical and operational factors. Further, the total estimated project costs and funding
requirements under this object have not been appraised or independently verified by any bank, financial
institution or other independent financing agency.
The estimated costs and proposed deployment of the Net Proceeds are also dependent on various
assumptions, including assumptions relating to construction schedules, phasing of development,
55timelines for completion and approvals, and the scope of work to be undertaken. Any delays in
construction, changes in design or specifications, revisions required by statutory or regulatory authorities,
delays in receipt of approvals, or escalation in input, labour or financing costs could result in project
costs exceeding the estimates disclosed in this Draft Red Herring Prospectus.
Further, in respect of certain construction and development activities for which work orders have already
been issued, costs are being incurred on an ongoing basis. Any delays in execution, disputes with
contractors, supply chain disruptions or performance shortfalls by vendors may require renegotiation of
terms, appointment of replacement contractors or rescheduling of construction activities, which could
lead to additional costs or delays. In respect of activities yet to be undertaken, there can be no assurance
that vendors will honour existing quotations, extend quotation validity on commercially acceptable
terms, or be available to execute the works within the anticipated timelines.
In addition, a portion of the Net Proceeds is proposed to be utilised towards acquisition of identified and
unidentified land. The availability of suitable land parcels, timely completion of negotiations, receipt of
requisite approvals, clear title, and completion of documentation are subject to various factors beyond
our control. Any delay, inability or failure to consummate such acquisitions on expected terms, or at all,
could require us to revise our deployment plans, alter project timelines or deploy the Net Proceeds for
alternative permissible objects.
13. Our business is dependent on the experience and continued involvement of our Promoter, Directors,
Key Managerial Personnel and Senior Management, and our inability to attract and retain skilled
personnel could adversely affect our business, results of operations and financial condition.
Our success is substantially dependent on the experience, leadership and continued involvement of our
Promoter, Directors, Key Managerial Personnel (“KMP”) and Senior Management (“SMPs”), as well
as our ability to attract and retain personnel with technical and functional expertise across engineering,
project management, sales, customer relation, finance and regulatory functions. We rely on our senior
leadership for strategic direction, planning and execution of our residential development projects,
monitoring of construction progress, financial oversight and compliance with applicable laws and
regulations.
Our Promoter brings extensive experience in business leadership and real estate development and is
actively involved in guiding the strategic direction and growth of our Company. In addition, our
operations are supported by an experienced team of SMPs responsible for project execution, marketing
and sales, finance, customer relations and legal and regulatory functions. The loss of services of our
Promoter, any Director, KMP or SMPs, or our inability to retain their continued services, could disrupt
our operations, delay decision-making and adversely affect our business performance.
Our future performance also depends on our ability to attract, train and retain skilled technical personnel,
including engineers, project managers, site supervisors and other professionals required for the execution
of multiple projects across different locations. The real estate development industry is highly competitive
with respect to attracting and retaining experienced professionals, and we may face challenges in
recruiting suitable personnel in a timely manner or at competitive compensation levels.
If any of our senior personnel were to resign or otherwise be unable to continue in their current roles, we
may experience difficulty in identifying and onboarding suitable replacements within a reasonable
timeframe. Such transitions may require additional time and cost for recruitment and training and could
adversely affect project execution, operational efficiency and internal controls. We may also be required
to increase compensation, incentives or other benefits to retain existing employees or attract new talent,
which could increase our operating expenses.
The table below sets forth the attrition rate of our employees for the periods indicated:
Six-month period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Attrition 3.51% 4.41% 7.87% 3.31%
rate* (%)
56* It is computed by dividing the number of employees resigned during the period divided by the average number of employees.
While we endeavour to maintain continuity in our management team and have not experienced material
adverse impact on our operations due to employee attrition in the six-month period ended September 30,
2025 and the last three Fiscals, there can be no assurance that future attrition, particularly at senior or
technical levels, will not adversely affect our business.
As on the date of this Draft Red Herring Prospectus, we do not have key man insurance policies covering
our Promoter, Directors or Senior Management. Any inability to retain key personnel, attract skilled
employees or manage employee attrition levels could adversely affect our business, results of operations,
cash flows and financial condition. For further details, see “Our Management” on page 267.
14. We have contingent liabilities which, if they materialize, could adversely affect our business, financial
condition and results of operations.
As of the six-month period ended September 30, 2025 and as at the end of Fiscal 2025, Fiscal 2024 and
Fiscal 2023, we had certain contingent liabilities arising primarily in relation to statutory matters,
including provident fund and income tax. These contingent liabilities represent claims or demand that
are pending resolution and whose outcome is uncertain. If such contingencies crystallize, we may be
required to make payments that could adversely affect our cash flows, financial condition and results of
operations.
(₹ in lakhs)
Six-month period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Contingent liabilities
Provident Fund 26.09 26.09 26.09 26.09
Income Tax 61.86 61.86 61.86 -
Total 87.95 87.95 87.95 26.09
If any of these contingent liabilities were to materialize, in whole or in part, we may be required to make
significant payments, including interest and penalties, which could adversely impact our profitability,
cash flows and financial position. Further, adverse outcomes in such matters could also result in increased
scrutiny by regulatory authorities and reputational impact. For further details, see “Restated Financial
Information” on page 297.
15. We have incurred negative cash flows from operating activities in certain periods, and may continue
to experience volatility in our cash flows, which could adversely affect our liquidity, financial
condition and results of operations.
Our cash flows from operating activities have fluctuated across periods and were negative during certain
reporting periods. Set out below are details of our cash flows for the periods indicated:
(₹ in lakh)
Six months ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Net cash flow (1,774.51) (4,399.56) 882.73 4,215.62
from or (used
in) operating
activities
For the six-month period ended September 30, 2025 and Fiscal 2025, we reported negative cash flows
from operating activities despite recording profits before tax. This was primarily due to non-cash
adjustments and significant working capital outflows, including increases in land inventories for future
projects and trade receivables arising from ongoing construction activity and stage-wise billing under
customer agreements, as well as timing differences between revenue recognition under Ind AS 115 and
actual cash collections. For a detailed discussion of these variances, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Cash Flow” on page 411.
57Our operating cash flows are sensitive to several factors, including the pace of construction, customer
payment behavior, level of inventory under development, and timing of project milestones. In periods
where construction activity accelerates or customer collections are delayed, we may experience increased
working capital requirements, resulting in negative operating cash flows. Conversely, periods of project
completion or improved collections may result in positive operating cash flows. However, such outcomes
are not assured and may vary significantly from period to period.
Negative or volatile operating cash flows may require us to rely on external funding sources, including
borrowings, equity infusions or internal accruals, to meet our working capital requirements, service debt
obligations and fund ongoing project execution. There can be no assurance that such funding will be
available on commercially acceptable terms, or at all. Increased reliance on external financing could lead
to higher finance costs, impose restrictive covenants and adversely affect our financial condition and
results of operations. For details of our borrowings, see “Our Indebtedness” on page 365.
Continued negative cash flows from operating activities could constrain our liquidity, limit our ability to
undertake new projects, delay capital expenditure and adversely impact our ability to meet our
obligations as they fall due. Any such developments could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
16. Certain information in this Draft Red Herring Prospectus relating to our projects, including estimates
of saleable area, project timelines, configurations, funding requirements and proposed utilisation of
the Net Proceeds is based on assumptions and estimates and may differ from actual outcomes.
Certain information contained in this Draft Red Herring Prospectus in relation to our Ongoing Projects
and Upcoming Projects, including measurements relating to saleable area, estimated saleable area,
project configurations, expected launch dates and expected completion dates, is based on management
estimates, assumptions and current plans, and is subject to change.
Information relating to, inter alia, the estimated saleable area, description of amenities, funding
requirements and proposed utilization of the Net Proceeds of the Issue is derived from internal
assessments and project-level assumptions and has not been independently appraised or verified, except
to the extent required under applicable law.
For the purposes of this Draft Red Herring Prospectus, the expected date of completion refers to the
anticipated date of receipt of the occupation certificate. The saleable area of our Ongoing Projects and
Upcoming Projects has been calculated based on the applicable laws, regulations and development norms
currently in force in the market in which we operate. However, the saleable area may vary due to
regulatory observations, changes in approvals, modifications in project design or execution, or other
factors.
Further, the total area ultimately developed, the actual saleable area and the timing of bookings, sales or
completions of a project may differ from current estimates, and a project may not be fully sold, leased or
developed by the expected completion date. We may also revise our assumptions, estimates, development
plans and construction commencement or completion timelines due to changes in business strategy,
market conditions, regulatory requirements, availability of approvals, funding considerations or other
unforeseen events.
Additionally, information provided in relation to our Completed Projects, Ongoing Projects and
Upcoming Projects is not indicative of our future performance or results of operations. Our management
may revise plans, timelines or project strategies for commercial, regulatory, operational or strategic
reasons. Accordingly, management estimates, assumptions and forward-looking statements relating to
our projects are subject to inherent uncertainties, and actual outcomes may differ materially from those
described in this Draft Red Herring Prospectus.
5817. There are outstanding legal proceedings involving our Company, our Directors and our Promoters.
Any adverse outcome in such proceedings may adversely affect our reputation, business, results of
operations, cash flows and financial condition.
There are outstanding legal proceedings involving our Company, Directors and Promoters. These
proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry
officers and appellate tribunals.
A summary of the outstanding legal proceedings involving our Company, Directors and Promoters as on
the date of this Draft Red Herring Prospectus in accordance with requirements under the SEBI ICDR
Regulations, to the extent quantifiable, has been set out below.
(₹ in lakhs)
Number of
Disciplinary Actions
Number of Number of Aggregate
Number of Number of by the SEBI or the
Name of Statutory or Material amount
Criminal Tax Stock Exchanges
Entity Regulatory Civil involved
Proceedings Proceedings against our
Proceedings Proceedings (1)
Promoters in the last
five financial years
Company
Against our Nil 1 Nil Nil - 61.86
Company
By our Nil Nil Nil 2 - 26.09
Company
Directors*
Against our Nil Nil Nil 1 - Nil
Directors
By our Nil Nil Nil Nil - Nil
Directors
Promoters
Against our 1 2 Nil Nil Nil 11.31
Promoters
By our 1 Nil Nil Nil Nil 25.00
Promoters
KMPs**
Against our Nil Nil Nil Nil - Nil
KMPs
By our Nil Nil Nil Nil - Nil
KMPs
SMPs
Against our Nil Nil Nil Nil - Nil
SMPs
By our Nil Nil Nil Nil - Nil
SMPs
(1) To the extent ascertainable
* Excluding Directors who are our Promoters
** Excluding KMPs who are our Directors
There are no outstanding litigation involving our Group Company which may have a material impact on our Company.
Should any new developments arise, such as any rulings against us, we may need to make provisions in
our financial statements that could increase expenses and current liabilities. Further, an adverse outcome
in these proceedings may lead to a modification in our capital structure and may affect our reputation,
standing and future business, and could adversely affect our business, prospects, financial condition and
results of operations.
We cannot assure you that any of these proceedings will be decided in favour of our Company or that no
further liability will arise out of these proceedings. Furthermore, we may not be able to quantify all the
claims in which we are involved. Further, we cannot assure you that the provisions we have made will
be sufficient or that further litigation will not be brought against us in the future. Failure to successfully
defend these or other claims or if our current provisions prove to be inadequate, our business and results
59of operations could be adversely affected. Even if we are successful in defending such cases, we will be
subjected to legal and other costs relating to defending such litigation, and such costs could be
substantial. This could adversely affect our business, cash flows, financial condition, and results of
operation.
18. Our real estate projects have long gestation periods, and delays, cost overruns, regulatory constraints
or adverse changes in market conditions in relation to our Ongoing Projects and Upcoming Projects
could adversely affect our business, results of operations, financial condition and prospects.
Real estate development projects typically have long gestation periods and require significant time to
plan, construct and complete. There is generally a substantial time lag between the acquisition of land
and the generation of income or positive cash flows from the sale of residential units. During this period,
we may incur significant development, construction and financing costs before realizing revenues from
a project. If land is acquired during periods of higher land prices and the sale of completed units occurs
during periods of relatively lower property prices, our profitability could be adversely affected.
Our Ongoing Projects and Upcoming Projects may be subject to delays and cost overruns, and we cannot
assure investors that these projects will be completed within the originally estimated timelines or budgets.
The execution of real estate projects is subject to multiple risks, including changes in construction costs,
availability of labour and materials, performance of contractors, regulatory approvals, financing
conditions and unforeseen site-specific issues. Any delays in construction or increases in project costs
could result in reduced margins or losses for individual projects and could adversely affect our overall
financial performance.
The Real Estate (Regulation and Development) Act, 2016 (“RERA”), which was implemented to
regulate the real estate sector and protect the interests of homebuyers, imposes several obligations on
real estate developers, including mandatory registration of projects, restrictions on advertising and
acceptance of advances prior to registration, maintenance of separate escrow accounts for project-
specific collections and limitations on withdrawal of funds from such accounts, as well as requirements
to obtain customer consent for material changes to sanctioned plans. Compliance with these requirements
may restrict operational flexibility and affect project cash flows, particularly in the event of delays or
cost escalations.
During the development period of a project, changes may occur in national, state or local economic
conditions, regulatory frameworks, real estate market dynamics, competitive intensity, customer
preferences and perceptions regarding the location, pricing or amenities of a project. Such changes may
impact both the costs incurred and revenues realized from a project and may result in returns that are
lower than initially anticipated.
Further, real estate assets, including land, work-in-progress and unsold inventory, are relatively illiquid
in nature. There is typically a time gap between the acquisition of land and the completion and sale of
residential units, during which the market value of land or inventory may fluctuate due to economic
cycles or changes in market conditions. Our ability to mitigate risks arising from adverse market
movements during this period is limited. If market conditions deteriorate or property prices decline
during the development or sales phase of a project, the value of our land, inventory or completed units
may be adversely affected.
Although we have not experienced material adverse impacts arising from delays or cost overruns in
relation to our projects in the six-month period ended September 30, 2025 and the last three Fiscals, there
can be no assurance that similar issues will not arise in the future. Any delays in project completion, cost
overruns or adverse movements in real estate market conditions could adversely affect our business,
results of operations, financial condition and future prospects.
6019. Delays, defaults or cancellations by customers of our residential units could adversely affect our cash
flows, liquidity, working capital, profitability and financial condition.
We receive consideration from customers for sale of residential units in instalments linked to construction
milestones, in accordance with the terms of the respective agreements for sale and in accordance with
applicable laws. Accordingly, our cash flows are dependent on the timely payment of instalments by
customers. Delays in receipt of such payments or defaults by customers could adversely affect our
liquidity, working capital position and ability to fund ongoing construction and operational requirements.
As of October 31, 2025, the Compnay has sold 509 units, aggregating 9,21,552 square feet of saleable
area, representing 73.57% of the total saleable area excluding JDA across our Ongoing Projects. A
portion of our expected cash flows and revenue recognition is therefore dependent on the timely
collection of instalments and continued performance of obligations by such customers. Customers may
cancel bookings or default on milestone-linked payments for various reasons, including changes in
personal financial circumstances, availability or cost of housing finance, interest rate movements or
adverse market conditions.
Set out below are details relating to cancellations and related reversals for the periods indicated:
(₹ lakhs, unless otherwise stated)
Six-month ended September 30, Fiscal Fiscal Fiscal
Particulars
2025 2025 2024 2023
Total no. of 1 6 2 2
cancellation
Total Receivables 41.71 364.74 46.26 158.88
reversed
11.42 110.85 107.82 306.21
Total amount refunded
In accordance with the terms of our agreements for sale and prevailing industry practice, we generally
retain the right to cancel the allotment of the unit and forfeit a specified portion of the total consideration,
typically upto 10%, subject to applicable laws. However, upon cancellation, outstanding receivables in
excess of the forfeited amount may not be recoverable. Further, cancelled units may not be immediately
available for re-sale due to the time required to terminate existing agreements, complete regulatory and
documentation formalities and undertake renewed marketing efforts. Any delay in re-selling such units,
or the need to re-sell them at revised prices or with higher marketing expenditure, could adversely affect
our cash flows, sales velocity, project profitability and financial performance.
Additionally, certain receivables may remain outstanding due to documentation requirements or
temporary liquidity constraints faced by customers. Although such receivables are expected to be realized
in the normal course of business and have not been considered impaired as of the relevant periods, there
can be no assurance that our estimates regarding their recoverability will remain accurate or that delays
or defaults will not increase in the future.
Set out below are details of our trade receivables for the periods indicated:
Six-month ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Revenue from Operations 12,415.85 19,237.53 11,076.76 10,891.16
(₹ in lakh)
Trade receivables (₹ in 4,494.89 2,739.88 1,051.87 639.39
lakh)
Trade receivables (as a % of 36.20 14.24 9.50 5.87
Revenue from Operations)
If delays, defaults or cancellations increase beyond anticipated levels, we may be required to utilize
additional working capital, defer project expenditures or increase our borrowings, which could result in
higher finance costs and adversely affect our profitability, cash flows and financial condition. While we
61have not experienced any material adverse impact due to customer defaults or cancellation of booked
units during the past six-month period ended September 30, 2025 and three Fiscals, there can be no
assurance that such events will not occur in the future.
20. Our ongoing digital transformation initiatives, including migration of core systems and adoption of
new technologies, may not deliver the anticipated benefits and could disrupt our operations.
We are progressively enhancing our internal digital capabilities to support operational efficiency, data-
driven decision-making and scalable business processes. We currently rely on a suite of technology
applications across key operational functions, including In4 Suite for enterprise resource planning (ERP),
Salesforce for customer relationship management and post-sales service tracking, Zoho People for
human resources and payroll administration, AutoCAD for preparation and review of project drawings,
and Microsoft Office 365 for organisation-wide productivity and communication.
As part of our forward-looking digital transformation roadmap, we have initiated an organisation-wide
programme titled “Veega-NOVA”, aimed at streamlining processes, strengthening internal controls and
supporting operational scalability in line with our expanding development pipeline. To drive this
initiative, we have constituted a cross-functional digital transformation team. One of the key initiatives
under Veega-NOVA is the proposed migration of our ERP system to Oracle NetSuite, intended to enable
integrated workflows, centralized data visibility and improved automation across functions. The
programme also includes the development of live dashboards for real-time reporting, analytics and
management decision-making.
The implementation of new technology systems and migration of existing systems involve inherent
technical, operational and execution risks. Such initiatives may require significant time, management
attention and financial resources, and may result in temporary disruptions to business processes, data
migration challenges, system integration issues, delays in reporting or interruptions in day-to-day
operations. There can be no assurance that the migration to Oracle NetSuite or other initiatives under
Veega-NOVA will be completed within the expected timelines or budgets, or that they will function as
intended once implemented.
Further, the successful adoption of new systems depends on effective change management, employee
training, vendor performance and ongoing system support. Any failure to adequately train personnel,
resistance to change, system incompatibility or dependence on third-party vendors may limit the
effectiveness of such systems and reduce the anticipated operational benefits. In addition, the benefits
expected from these initiatives, including enhanced efficiency, improved controls and better decision-
making, may not materialize to the extent anticipated, or at all.
Our IT systems may also be vulnerable to cyber security incidents, data breaches, system failures,
software defects or external disruptions. Any such incidents could result in loss of data, delays in project
execution, compromise of sensitive information, reputational harm and additional remediation costs.
While we have not experienced any material adverse impact due to failures of our IT systems in the past,
there can be no assurance that such incidents will not occur in the future.
If we are unable to successfully implement, integrate or adapt to new technologies in a timely and cost-
effective manner, or if our existing systems become less competitive or obsolete, our operational
efficiency, internal controls, business scalability, results of operations and financial condition could be
adversely affected.
21. After the completion of the Issue, our Promoters and Promoter Group will continue to collectively
hold substantial shareholding in our Company.
As on the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group own an
aggregate of 92.00% of our issued, subscribed and paid-up Equity Share capital. Following the
completion of the Issue, our Promoters and Promoter Group will continue to hold [●] % of our post-Issue
Equity Share capital. For details of their shareholding pre-Issue and post-Issue, see “Capital Structure”
on page 106. By virtue of their shareholding, our Promoters and Promoter Group will have the ability to
exercise significant control over the outcome of the matters submitted to our shareholders for approval,
62including the appointment of Directors, the timing and payment of dividends and the approval of most
other actions requiring the approval of our shareholders. The interests of our Promoters and Promoter
Group in their capacity as our Shareholders could be different from the interests of our other shareholders.
Any such conflict may adversely affect our ability to execute our business strategy or to operate our
business.
22. Our ability to grow our business depends on identifying and acquiring suitable land parcels or
development rights, including through utilisation of a portion of the Net Proceeds, and any failure,
delay or restriction in doing so could adversely affect our operations, project pipeline, financial
condition and growth prospects.
Our ability to identify and acquire suitable land parcels or rights to develop land is a key factor in
sustaining and growing our real estate development business. This process involves various risks,
including identifying land with clear and marketable title, appropriate zoning and regulatory
permissibility, physical suitability for development, and locations that align with customer demand and
pricing expectations in the micro-markets in which we operate.
We follow an internal land evaluation and acquisition process that includes legal due diligence and title
verification, assessment of zoning and development regulations, evaluation of access and infrastructure
connectivity and financial feasibility analysis. Such assessments are based on information available to
us at the time of evaluation, which may be incomplete, inaccurate or subject to subsequent change. Any
decision based on such information may expose us to risks, including title disputes, regulatory
restrictions, delays in approvals or limitations on development potential, which could adversely affect
project feasibility, timelines and profitability.
The acquisition of land or development rights is also subject to competitive pressures. Increased demand
for land suitable for residential development in urban and semi-urban areas of Kerala, including Kochi,
Thiruvananthapuram, Kozhikode, Thrissur and adjoining regions, may result in heightened competition
from other real estate developers. Such competition may limit the availability of suitable land parcels or
increase acquisition costs, which could adversely affect project economics or restrict our ability to expand
our development pipeline.
Further, the use and development of land are subject to extensive regulation by municipal authorities and
other governmental agencies. Certain land parcel may be subject to reservations, acquisitions or
deductions for public purposes such as road widening, utilities or infrastructure development, which
could reduce the net saleable area. In addition, land may fall within eco-sensitive zones, buffer zones,
coastal regulation zones or other restricted areas, which may impose limitations or additional compliance
requirements on development activities under applicable laws and regulations. Regulatory restrictions or
changes in development control regulations may reduce permissible development potential or result in
additional costs or delays.
We may also be required to obtain approvals or clearances from multiple authorities, including municipal
authorities, fire and safety departments, environmental authorities and airport authorities, depending on
the location and characteristics of the land parcel. Such approvals may impose conditions, require
additional expenditure or restrict development parameters. Delays or failures in obtaining such approvals,
or changes in applicable laws or regulatory interpretations, could adversely affect our ability to develop
land parcels as planned.
Further, we intend to utilise a portion of the Net Proceeds for Acquisition of identified land parcel for
development of residential real estate projects, as well as for acquisition of unidentified land parcels or
development rights. There can be no assurance that we will be able to identify suitable land parcels or
development rights, successfully conclude such acquisitions, obtain requisite approvals or acquire such
land or rights on commercially acceptable terms or within the expected timelines. Any delay, failure or
inability to deploy the Net Proceeds towards such acquisitions may require us to revise our growth plans,
alter project timelines or deploy the Net Proceeds for alternative permissible purposes in accordance with
applicable laws, which could adversely affect our business, financial condition, results of operations and
growth prospects. For details, see “Objects of the Issue” on page 132.
63Except for one incidence i.e creation of provision in Fiscal 2024 for an amount of ₹ 225.75 lakhs against
the advances paid by the Company to the seller towards outright purchase of land, we have not faced any
material adverse impact relating to land acquisition during the six-month period ended September 30,
2025 and the three Fiscals ended March 31, 2025, 2024 and 2023 and there can be no assurance that
similar conditions will prevail in the future. Having regard to the nature of business, these include
amounts relating to projects that could take a substantial period of time to conclude. Any inability to
identify, acquire or secure suitable land parcels or development rights, or any restrictions on the use or
development of land acquired by us, could adversely affect our business, financial condition, results of
operations and growth prospects.
23. Our business is significantly dependent on demand for premium, ultra-premium and luxe residential
developments and our inability to anticipate or respond to customer preferences in these segments
could adversely affect our business, financial condition and results of operations.
Our real estate development business has historically been significantly dependent on the sale of
residential units in the premium and ultra-premium segments. The table below set forth, a summary of
revenue breakup based on project segment i.e. mid-premium, premium, ultra-premium, luxe-series and
ultra-luxury categories for the period indicated;
(₹ in lakhs, unless otherwise stated)
For six
month
Project period % of Fiscal % of Fiscal % of Fiscal % of
Segment ended Revenue 2025 Revenue 2024 Revenue 2023 Revenue
September
30, 2025
Mid- 1,140.82 9.19 910.99 4.74 69.88 0.63 1,926.92 17.69
premium
Premium 6,081.31 48.98 11,044.49 57.41 10,313.75 93.11 9,309.24 85.48
Ultra- 5,144.35 41.43 6,957.05 36.16 693.13 6.26 - -
premium
Luxe- 49.37 0.40 - - - - - -
series
Ultra- - - 325.00 1.69 - - (345.00)* (3.17)
luxury
Total 12,415.85 100.00 19,237.53 100.00 11,076.76 100.00 10,891.16 100.00
*Negative figure relates to reversal of revenue on account of cancellation and the unit have been subsequently sold in Fiscal 2025.
Going forward, we intend to increase our focus on the Luxe series segment positioned between the
premium and ultra-luxury segments and is designed to address demand for larger apartment
configurations, enhanced privacy features, improved ventilation and amenity integration. Accordingly, a
substantial portion of our revenues, cash flows and future growth prospects are dependent on sustained
demand in these higher-value residential segments.
Demand for our residential properties is influenced by several factors, including income levels,
availability and cost of housing finance, macroeconomic conditions, interest rate movements, taxation
policies, wealth creation trends and overall consumer confidence. These segments are also more sensitive
to economic slowdowns and volatility, as potential buyers may defer or cancel discretionary purchases
during periods of uncertainty. Any slowdown in demand for our residential properties could adversely
affect sales velocity, pricing realisations, project cash flows and overall profitability.
Our ability to successfully develop and sell residential units in the premium, ultra-premium and luxe
segments depends on our ability to understand and respond to evolving customer preferences, including
expectations relating to design, layout, specifications, amenities, location, privacy, sustainability features
and overall lifestyle offerings. While we seek to differentiate our projects through planning, design and
execution, there can be no assurance that our assessment of customer preferences will remain accurate
over time or that our projects will continue to align with changing market expectations.
64Further, our intended increased focus on the Luxe series segment may expose us to additional risks. The
Luxe segment typically caters to a narrower customer base compared to mass or mid-income housing
and may experience longer sales cycles, higher price sensitivity during market downturns and increased
competition from other developers offering comparable products. If demand for Luxe series projects
does not materialise as anticipated, or if customers perceive competing developments to offer better value
or features, we may experience slower absorption, pressure on pricing or increased inventory levels.
Any failure to anticipate shifts in customer preferences, deliver projects in line with expected
specifications and quality standards, or effectively position our offerings in competitive micro-markets
could result in reduced demand for our projects. This may lead to delays in sales, lower realizations,
increased marketing costs or inventory overhang. In addition, if customers in the premium, ultra-
premium or luxe segments defer purchases or switch to competing developments, our business, financial
condition, results of operations and future prospects could be adversely affected.
24. We may face challenges in expanding our operations beyond our existing geographical markets, and
any failure to successfully enter or scale operations in new or adjoining regions could adversely affect
our business, results of operations, cash flows and financial condition.
Our operations are currently concentrated in specific urban micro-markets within the state of Kerala.
While we may, from time to time, evaluate opportunities to expand into additional cities, districts or
micro-markets within Kerala or adjoining regions, such expansion involves inherent risks and
uncertainties. We may not be able to successfully replicate or leverage our experience, brand recognition,
execution capabilities or operational efficiencies developed in our existing markets when entering new
geographical areas.
Real estate markets in new regions may differ significantly from our current markets in terms of customer
preferences, price sensitivity, demand patterns, competitive intensity, regulatory frameworks, approval
processes, taxation structures, labour availability and construction practices. Our familiarity with local
authorities, contractors, consultants and suppliers in our existing markets may not translate into similar
efficiencies in new locations. Further, local developers operating in such markets may have established
relationships, access to land parcels, deeper understanding of local regulations and customer behaviour,
and stronger brand presence, which could place us at a competitive disadvantage.
Expansion into new geographical areas may also require us to incur additional costs, including costs
relating to market assessment, land identification and due diligence, regulatory compliance and
approvals, marketing and brand-building initiatives, and establishment of local operational teams. We
may also be required to modify our project design, construction methodologies, pricing strategies and
sales approaches to align with local conditions and customer expectations. Any failure to accurately
assess demand, pricing dynamics, regulatory requirements or execution challenges in new markets could
result in delays, cost overruns, slower absorption, lower-than-expected sales or reduced profitability.
In addition, as we enter new markets, we may need to increase spending on marketing and promotional
activities to establish brand recognition and generate customer traction, as reliance on referrals and
existing customer networks may be limited in such regions. We may also face challenges in attracting,
training and retaining skilled personnel, consultants and contractors in unfamiliar markets, which could
further affect project execution and timelines.
We intend to strengthen our presence within our existing core markets of Kochi, Thrissur,
Thiruvananthapuram and Kozhikode, while selectively evaluating opportunities to expand into
neighbouring districts within Kerala that demonstrate sustained end-user demand, favourable
demographic trends and long-term urban growth potential. However, we cannot assure that we will be
able to successfully identify, enter or scale operations in such markets, or that any such expansion will
be executed within the anticipated timelines or generate the expected returns.
Accordingly, any inability to successfully identify, enter or scale operations in additional geographical
markets, or any adverse developments arising from such expansion efforts, could adversely affect our
business, results of operations, cash flows and financial condition.
6525. Any delay in the implementation or deployment of the Net Proceeds towards the Objects of the Issue
may adversely affect our business, results of operations, cash flows and financial condition.
We propose to deploy the Net Proceeds for the intended Objects of the Issue in accordance with the
estimated schedule of implementation and deployment of funds as set forth in the table below:
(₹ in lakhs)
Estimated Estimated deployment of
Total
Amount utilization Net Proceeds in
Particulars estimated
deployed from Net
cost Fiscal 2026 Fiscal 2027
Proceeds
Funding a part of the 80,619.30 26,190.97 11,159.56 - 11,159.56
expense to be incurred in
the development of our
Ongoing Projects and
Upcoming Projects
Acquisition of identified 2,250.53 401.50 1,849.03 - 1,849.03
land parcel for
development of residential
real estate projects
Funding unidentified [●] [●] [●] - [●]
acquisition of land and
general corporate
purposes(1)
Net Proceeds (2) [●] [●] [●] - [●]
(1) The amount to be utilised for funding unidentified acquisition of land and general corporate purposes shall not individually
exceed 25% of the Gross Proceeds respectively and will not collectively exceed 35% of the Gross Proceed.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
For further details, see “Objects of the Issue” on page 132.
In the event that the Net Proceeds earmarked for the Objects of the Issue are not fully utilized within the
periods contemplated in the proposed schedule, the unutilized portion may be deployed in subsequent
periods as determined by our Board of Directors, in accordance with applicable laws. Further, if the
actual expenditure for any of the Objects exceeds the estimated amount, such additional funds will be
met through internal accruals and/or additional debt or equity arrangements. Conversely, if the actual
utilization for any Object is lower than estimated, the surplus may be used towards general corporate
purposes, subject to compliance with the limits prescribed under the SEBI ICDR Regulations.
There can be no assurance that the proposed Objects of the Issue will be implemented within the
estimated timelines or that the deployment of the Net Proceeds will yield the intended benefits. Any
delay, cost overrun or shortfall in utilization of the Net Proceeds, or failure to achieve the expected
outcomes from the Objects of the Issue, may adversely affect our business, results of operations, cash
flows and financial condition.
26. The real estate industry in which we operate is competitive and fragmented, and increased competition
may adversely affect our business, results of operations and financial condition.
We operate in the residential real estate development sector in the state of Kerala, which is highly
competitive and fragmented. We primarly face competition from real estate developers operating across
various cities and micro-markets in Kerala. Our competitors include established listed developers as well
as several regional developers and unorganized players operating in the residential segment. For details,
see “Industry Overview” on page 166.
The residential real estate sector has relatively lower entry barriers compared to industrial or
infrastructure construction, which has resulted in the entry of new developers and increased competition
from existing players. Many of these competitors undertake projects in the same cities and micro-markets
in which our projects are located. Given the fragmented nature of the industry, we may not always have
66complete visibility into competing supply, including projects being planned or developed by unorganized
or smaller developers, which may result in underestimation of market supply and increased pricing
pressure.
As per ICRA Report, the industry is also witnessing intensifying competition and market consolidation,
with large, well-capitalised developers expanding across geographies. Such competitive pressures may
lead to pricing pressure, higher marketing costs and margin compression, particularly for regional
developers, and may adversely affect profitability across the sector.
We also compete with other developers for acquisition of land and development rights, skilled
manpower, contractors, consultants, channel partners and customers. Certain competitors may have
greater financial resources, larger land banks, stronger brand recognition, longer operating history, or
access to capital at more favourable terms, which may enable them to price projects more competitively,
incur higher marketing expenditure or absorb short-term cost increases. Increased competition could
result in pressure on pricing, slower sales absorption, higher customer acquisition costs and reduced
margins.
Our ability to compete successfully depends on several factors, including project location, design,
pricing, execution timelines, quality, brand perception and access to funding. If we are unable to maintain
or enhance our competitive position, or if competitive pressures intensify in our operating markets, our
business prospects, results of operations, cash flows and financial condition could be adversely affected.
27. We are subject to extensive statutory or governmental regulations, including the Real Estate
(Regulation and Development) Act, 2016, and a change in laws, rules, regulations and legal
uncertainties, including the withdrawal of certain benefits or adverse application of tax laws or any
non-compliance of any applicable law, may adversely affect our business, results of operations and
financial condition.
Our business operations are subject to extensive regulation by central, state and local authorities in India,
including regulations applicable to the real estate sector. As of October 31, 2025, all of our Ongoing
Projects are registered under the Real Estate (Regulation and Development) Act, 2016 (“RERA”). The
real estate sector in India is heavily regulated, and compliance with applicable laws, rules and regulations
is critical to the conduct of our business.
RERA was introduced in May 2017 with the objective of regulating the real estate industry, enhancing
transparency, protecting the interests of homebuyers and imposing accountability on real estate
developers. RERA and the rules and regulations made thereunder impose several obligations on
developers, including mandatory registration of real estate projects, restrictions on advertising and
acceptance of advances prior to registration, maintenance of separate escrow accounts for project-wise
collections, limitations on withdrawal of funds from such escrow accounts, periodic disclosures to
regulatory authorities and obtaining customer consent for certain changes to RERA registrationdetails.
In addition, state governments, including the Government of Kerala where all our projects are located,
have notified rules under RERA which are applicable to our projects.
The RERA framework has been Introd”ced ’elatively recently and was amended in December 2021. As
a result, there is limited judicial precedent and interpretational clarity on certain provisions of RERA and
the rules framed thereunder. While we believe that we are in compliance with the applicable provisions
of RERA and, as of the date of this Draft Red Herring Prospectus, we have not received any notices,
penalties or adverse observations from the Kerala Real Estate Regulatory Authority (“K-RERA”), there
can be no assurance that our interpretation of the applicable provisions will not differ from future judicial
pronouncements, regulatory clarifications or enforcement actions. Any such divergence may require us
to undertake corrective or remedial measures, incur additional costs, face penalties or experience delays
in project execution.
Further, our business is also subject to other applicable laws and regulations relating to land acquisition,
development controls, environmental approvals, building permits, fire safety, labour laws, taxation and
stamp duty, among others. Changes in existing laws, the introduction of new laws, withdrawal of existing
benefits, adverse application or interpretation of tax laws, or any failure to comply with applicable legal
67or regulatory requirements could increase our compliance burden, affect project feasibility, delay
execution or adversely impact our business, results of operations, cash flows and financial condition. For
further details on the regulatory framework applicable to our business, see “Key Regulations and
Policies” on page 248.
28. We may be subject to third-party indemnification, compensation or liability claims, which could
adversely affect our business, results of operations, financial condition and reputation
Certain agreements entered into by us with third parties, including agreements for sale executed with
purchasers of residential units, contain indemnity, compensation and liability provisions. In addition,
applicable laws and regulations, including the RERA, the rules framed thereunder impose statutory
obligations on real estate developers to compensate allottees or third parties for losses arising from
defaults, deficiencies, delays or breaches attributable to the real estate developer.
In the event any purchaser, allottee, housing society or other third party successfully invokes such
contractual indemnities or statutory compensation provisions against us, we may be required to pay
monetary compensation, damages, penalties or interest, or undertake remedial measures. Such liabilities
could result in unplanned cash outflows and may adversely affect our financial condition and results of
operations.
We may also be exposed to claims arising from alleged defects in construction, deviations from
sanctioned plans, delays in completion, quality issues or deficiencies in services, including claims
initiated under RERA. In addition, we may face third-party liability claims in respect of injury to persons
or damage to property occurring at our project sites or completed developments.
There have been no instances during the six-month period ended September 30, 2025 and last three Fiscal
where we have received claims resulting from defects in our developments, including claims under
RERA that have had a material adverse impact on our business, results of operations or financial
condition. However, there can be no assurance that such claims will not arise in the future.
Any adverse determination in respect of indemnification, compensation or liability claims, or the cost of
defending such claims, could adversely affect our business, results of operations, financial condition and
reputation. For details relating of applicable regulations, see “Key Regulations and Policies” on page
248.
29. 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 Issue as set forth in “Objects of the Issue” on page 132. The
funding requirements mentioned as a part of the objects of the Issue are based on internal management
estimates, and have not been appraised by any bank or financial institution. This is based on current
conditions and is 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.
30. In the event that we are unable to acquire lands for which we have entered into agreements for
purchase or similar arrangements with land owners for acquiring development rights, or such
agreements are held to be invalid or expire, we may not be able to acquire the land and may also lose
advances paid towards acquisition of such lands.
As part of our land or development rights acquisition process, we enter into agreements for purchase or
similar arrangements with third parties prior for transfer or conveyance of title to parcels of land to ensure
that the sellers of the land satisfy certain conditions within the stipulated time frame specified under these
agreements. For instance, the owners of the land may be required to provide to us all of the original deeds
68and documents in relation to the land. Upon entering into such arrangements, we are required to pay
these landowners certain advances towards the purchase of the lands. These arrangements also provide
that the lands must be conveyed in our favour within a prescribed period of time. In the event that we are
not able to acquire the lands covered by these arrangements, we may not be able to recover all, or part of
the advance monies related to these lands. Further, in the event that these arrangements are either invalid
or have expired, we may lose the right to acquire these lands and also may not be able to recover the
advances made in relation to the land. Also, any indecisiveness or delay on our part to fulfil our
obligations under these arrangements may jeopardize our ability to acquire these lands before these
agreements expire.
Except for one incidence i.e creation of provision in Fiscal 2024 for an amount of ₹ 225.75 lakhs against
the advances paid by the Company to the seller towards outright purchase of land, we have not faced any
material adverse impact relating to land acquisition during the six-month period ended September 30,
2025 and the three Fiscals ended March 31, 2025, 2024 and 2023 and there can be no assurance that
similar conditions will prevail in the future. Having regard to the nature of business, these include
amounts relating to projects that could take a substantial period of time to conclude. Any inability to
identify, acquire or secure suitable land parcels or development rights, or any restrictions on the use or
development of land acquired by us, could adversely affect our business, financial condition, results of
operations and growth prospects.
Further, as disclosed in “Objects of the Issue - Acquisition of identified land parcel for development of
residential real estate projects and Funding unidentified acquisition of land” on page 143, we intend
to utilise a portion of the Net Proceeds of the Issue for acquisition of identified land parcels as well as
for acquisition of unidentified land. There can be no assurance that such acquisitions will be completed
within the expected timelines or on commercially acceptable terms, and any delay, failure or inability to
deploy the Net Proceeds for such purposes could require us to revise our growth plans or project
timelines, which could adversely affect our business, financial condition, results of operations and growth
prospects.
31. 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 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, lightning, floods, and other reasons.
Additionally, 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. As on date of this DRHP, we have not faced any
material instances of equipment failure, impact from falling objects, collision, work accidents, fire, or
explosion, including hazards that may cause injury and loss of life. 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 and financial condition may be adversely affected. Further, we may incur
additional costs for reconstruction of our projects 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 and financial condition
32. There have been certain instances of delays and non-compliances with respect to statutory corporate
filings and managerial appointments in the past, which could expose us to regulatory actions, penalties
and reputational risk.
There have been certain instances of delayed filings of statutory e-forms with the Ministry of Corporate
Affairs (“MCA”) by our Company and payment of additional fees by our Company during the six-month
69period ended September 30, 2025 and the three Fiscals. These delays primarily related to filings in
connection with corporate actions such as appointment or change in designation of directors and key
managerial personnel, creation and satisfaction of charges, shifting of registered office, board and
shareholders’ resolutions and appointment of cost auditors.
Set out are the brief details of such delayed filing.
Normal Additional
Form Purpose Due Date Date of Filing
Fees (₹) Fees (₹)
Appointment of
CRA-2 July 27, 2023 July 28, 2023 600 1,200
cost auditor
CHG-1 Creation of charge September 1, 2023 October 5, 2023 600 4,500
Change in
DIR-12 designation of October 1, 2023 October 6, 2023 600 1,200
Director
Change in
DIR-12 designation of May 1, 2024 May 16, 2024 600 1,200
Director
Satisfaction of
CHG-4 March 24, 2024 October 8, 2024 600 7,200
charge
CHG-1 Creation of charge October 11, 2024 November 8, 2024 600 3,600
Shifting of
INC-22 July 16, 2025 August 14, 2025 600 1,200
Registered Office
Conversion of the
INC-27 October 14, 2025 October 24, 2025 600 1,200
Company
Appointment of
DIR-12 July 1, 2017 December 2, 2025 600 7,200
CFO
Resignation of November 26,
DIR-12 December 2, 2025 600 7,200
CFO 2018
Appointment of
DIR-12 September 8, 2019 December 3, 2025 600 7,200
CFO
Resignation of
DIR-12 April 30, 2025 December 3, 2025 600 7,200
CFO
Board resolution
for approving of
September 10,
MGT-14 financial December 1, 2025 600 7,200
2014
statements and
Director’s report
Shareholders’
November 27,
MGT-14 resolution for October 30, 2013 600 7,200
2025
borrowing powers
Board resolution
for change in
MGT-14 August 31, 2017 December 2, 2025 600 7,200
designation from
Director to CMD
Board resolution to
MGT-14 take note of interest June 4, 2014 December 1, 2025 600 7,200
of director
In respect of such delayed filings, our Company has made the requisite filings along with payment of
applicable additional fees and penalties prescribed under the Companies Act, 2013 and the rules framed
thereunder.
Further, under Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, our Company was required to appoint a whole-
time Company Secretary upon crossing the prescribed paid-up share capital threshold; however, our
Company inadvertently did not appoint a whole-time Company Secretary until September 13, 2019.
70Section 203 of the Companies Act, 2013 prescribes monetary penalties on the company and its officers in
default for such non-compliance, including penalties for continuing defaults.
In order to regularise the aforesaid non-compliance, our Company has, on a suo motu basis, filed
adjudication application before the Registrar of Companies, Kochi, for adjudication of penalties in relation
to such defaults under the Companies Act, 2013. These adjudication proceeding is pending as on the date
of this Draft Red Herring Prospectus. There can be no assurance regarding the outcome of such proceeding,
including the quantum of penalties, if any, that may be imposed on our Company and its officers.
Although our Company has since appointed a whole-time Company Secretary and is currently compliant
with the applicable provisions of the Companies Act, 2013, there can be no assurance that regulatory
authorities will not initiate enforcement actions, impose penalties or take adverse views in relation to such
past non-compliances. Any such regulatory action, penalties or adverse findings could have an adverse
effect on our business, financial condition, results of operations and reputation. Further, there can be no
assurance that delays or inadvertent non-compliances will not occur in the future, which could similarly
expose us to regulatory scrutiny or penalties.
33. Any future bonus issuances of Equity Shares are dependent upon adequate availability of reserves.
Lack of adequate reserves may restrict our ability to enhance liquidity of Equity Shares.
We have, in the past, undertaken bonus issuances of Equity Shares. However, any future bonus issuances
are subject to compliance with applicable laws and regulations and are dependent on the availability of
adequate distributable reserves. The availability of such reserves is influenced by our financial
performance, profitability, accumulated losses, accounting policies and statutory requirements.
There can be no assurance that we will have sufficient distributable reserves in the future to declare or
issue bonus Equity Shares. In the absence of adequate reserves, we may be unable to undertake bonus
issuances even if our shareholders or the market expect such corporate actions. Our inability to issue
bonus Equity Shares could limit our flexibility in implementing capital restructuring measures aimed at
enhancing the liquidity of the Equity Shares.
34. Our individual Promoter has provided guarantees in connection with our borrowing and the
revocation of all or any of such guarantees may adversely affect our business, results of operations
and financial condition.
Our individual Promoter, Kochouseph Thomas Chittilapilly, has provided a personal guarantees in
connection with the credit facilities sanctioned to our Company. Such guarantee provides credit support
to our borrowings and is an important factor considered by our lenders while extending credit facilities
to us.
In the event that any such guarantee is revoked, withdrawn or otherwise ceases to be available, our
lenders may require us to provide alternative credit support, additional collateral or guarantees, or may
reduce, suspend or cancel the relevant credit facilities and require repayment of amounts outstanding
thereunder. There can be no assurance that we will be able to arrange alternative guarantees or security
on terms acceptable to our lenders or within the required timelines.
If we are unable to procure alternative credit support, we may be required to seek alternative sources of
financing, which may not be available on commercially reasonable terms or at all, or may involve higher
costs, more restrictive covenants or reduced operational flexibility. Any such developments could
adversely affect our liquidity, cash flows, profitability, margins and financial condition.
Accordingly, the revocation, withdrawal or unavailability of all or any of the personal guarantees
provided by our Promoter in connection with our borrowings could have a material adverse effect on our
business, results of operations and financial condition.
7135. Our financing arrangements contain certain restrictive covenants, and non-compliance with any of
the covenants of our financing agreements could trigger an event of default.
As of September 30, 2025, our total sanctioned borrowings were ₹9,271.00 lakhs out of which ₹4,857.33
lakhs is outstanding. Since the interest rates on certain of our borrowings may be subject to changes
based on the benchmark rate of the respective lenders, such borrowings may be subject to renegotiation
and/or escalation on a periodic basis. The agreements governing certain of our debt obligations include
terms that, in addition to certain financial covenants, restrict our ability to, inter alia, without the prior
consent of lenders:
• Formulate any scheme of amalgamation or reconstruction;
• Approach capital market for mobilizing additional resources either in the form of debt or equity;
• change in practice with regard to remuneration of Directors subject tio certain conditions detaied
therein;
• Undertake any new project, implement any scheme of expansion/diversification or capital
expenditure or acquired fixed assets (except normal replacements indicated in fund flow
statement submitted to and approved by the bank) if such investment results into breach of
financial covenants or diversion of working capital funds to financing of long-term assets
• Enter into borrowing arrangement either secured or unsecured with any other bank, financial
institution, company or otherwise or accept deposits which increases indebtness beyond our
permitted limits.
• Undertake any guarantee or letter of comfort in the nature of guarantee on behalf of any other
company
• Any transfer of the controlling interest or make any drastic change in the management set-up
including resignation of promoter directors.
We have received consents from our lenders, where required, for the Issue.
Further, any adverse operating results by us or adverse trends in the industry generally may result in a
downgrade of our credit ratings, which in turn may lead to an increase in our borrowing costs and
constrain our access to financing, as a result, may adversely affect our business growth.
36. We are subject to risks arising from interest rate fluctuations, which could reduce our profitability
and adversely affect our business, cash flows, financial condition and results of operations.
Our operations are partly funded by debt and increases in interest rate and a consequent increase in the
cost of servicing such debt may adversely affect our cash flows, results of operations and financial
condition. The interest rate for certain loan amounts availed by us is expressed as benchmark rate and
interest spread per annum, which is variable. As of September 30, 2025, our total sanctioned borrowings
were ₹ 9,271.00 lakhs out of which ₹4,857.33 lakhs is outstanding and a total outstanding of ₹ 4,621.05
lakhs was subject to variable interest rates. Changes in prevailing interest rates affect our interest expense
in respect of our borrowings, and may have an adverse effect on our business, results of operations, cash
flows and financial condition. The table below sets out our interest expenses, including as a percentage
of total expenses for the periods indicated.
Six-month period
ended September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Particulars
Amount % of Amount % of Amount % of Amount % of
(₹ total (₹ total (₹ total (₹ total
lakhs) expenses lakhs) expenses lakhs) expenses lakhs) expenses
Interest on 189.58 1.73 399.03 2.38 970.32 9.39 913.66 10.08
term loans
Interest on 59.65 0.54 7.20 0.04 0.02 0.00 3.32 0.04
working
capital
For a description of interest typically payable under our financing agreements, see “Financial
Indebtedness” on page 365.
72Although we may in the future exercise any right available to us under our financing arrangements to
terminate the existing debt financing arrangement on the respective reset dates and enter into new
financing arrangements or re-finance onerous debt obligations, there can be no assurance that we will be
able to do so on commercially reasonable terms or that these agreements, if entered into, will protect us
adequately against interest rate risks. Further, if such arrangements do not protect us adequately against
interest rate risks, they would result in higher costs. For details, see “Financial Indebtedness” on page
365.
37. We rely on certain registered and pending trademarks for our brand identity, and any inability to
protect, maintain or enforce our intellectual property rights could adversely affect our business,
reputation and results of operations.
Our brand identity and reputation are important to our business and marketing efforts, particularly in
relation to the development, promotion and sale of our real estate projects. As on the date of this Draft
Red Herring Prospectus, our Company uses following registered trademark :
Class of
Date of Issue Particulars of the Mark Trade Mark No.
Registration
January 2, 3545431 36
2018
January 2, 3545432 37
2018
In addition, as on the date of this Draft Red Herring Prospectus, we have applied for registration of certain
trademarks under the Trademarks Act, 1999, across Classes 36, 37 and 42. The details of such trademarks
are set out below;
Date of Particulars of the Application Class of Status
Application Mark Number Registration
May 9, 2017 3545433 42 Opposed
July 2, 2024 6507268 36 Formalities
chk pass
July 2, 2024 6507269 37 Formalities
chk pass
July 2, 2024 6507270 36 Formalities
chk pass
July 2, 2024 6507271 37 Formalities
chk pass
July 2, 2024 6507272 42 Formalities
chk pass
July 2, 2024 6507273 42 Formalities
chk pass
There can be no assurance that these trademark applications will be successfully registered, or that
registration, if granted, will be free from conditions, limitations or further opposition. Any refusal, delay
73or adverse outcome in relation to such pending applications may restrict our ability to use such marks
exclusively or to prevent third parties from using similar or identical marks.
Further, the protection of intellectual property rights in India may involve significant costs and
management time, and may not be sufficient to prevent unauthorised use, infringement, dilution or
misappropriation of our trademarks by third parties. If we are unable to adequately protect or enforce our
intellectual property rights, or if third parties succeed in claiming superior rights over any of our
trademarks, we may be required to rebrand our projects, incur additional marketing and legal expenses,
or face restrictions on the use of our existing brand identity, which could adversely affect customer
perception, brand recall and our competitive position.
As on date, our trademark ‘ ’ bearing application number 3545433 made under class 42
of the Trade Marks Act, 1999, has been opposed and there can be no assurance that these trademark
applications will be successfully registered. We may also be subject to further claims of infringement or
opposition proceedings except for opposition aforementioned, from third parties in relation to our
trademarks, whether or not such claims have merit. Any such claims or proceedings could result in
significant costs, diversion of management time and resources, and potential restrictions on our use of
the relevant trademarks. While we have not experienced any material adverse impact on our business
due to intellectual property related disputes in the past, there can be no assurance that such disputes will
not arise in the future.
While we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty as to whether we are infringing on any existing third-party intellectual property
rights. Further, any failure to maintain, protect or enforce our intellectual property rights, or any adverse
outcome in relation to pending trademark applications or disputes, could have an adverse effect on our
business, results of operations, financial condition and reputation
38. We may be subject to, illegal encroachments on the land parcels owned by us. Challenges pertaining
to clearance of encroachment could have a material adverse effect on our business, results of
operations and financial condition.
We may be subject to, illegal encroachments on the land parcels owned by us could have a material
adverse effect on our business, results of operations and financial condition. We may be required to incur
additional costs and face delays in our project development schedule in order to clear such
encroachments. Disputes relating to land title can take several years and considerable expense to resolve
if they become the subject of legal proceedings and their outcome can be uncertain. If we are unable to
resolve such disputes, the title to and/ or interest in, such land may be affected. While we have not
experienced any instances of faulty or disputed title, unregistered encumbrances or adverse possession
rights in the past which has adversely impacted our financial results, an inability to obtain good title to
any plot of land may adversely affect the development of a project for which such plot of land is critical,
and this may result in the write-off of expenses incurred in relation to such development. As a result, our
business, results of operations and financial condition could be materially and adversely affected. For
further details of our Ongoing and Upcoming Projects, please see “Our Business- Our Projects” on page
number 227.
39. 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.
We maintain insurance cover as of September 30, 2025, in respect of our construction activities, project
sites, labour, materials in transit, office premises and equipment, in accordance with industry practice
and applicable statutory requirements. In addition, our contractors are required to maintain workmen’s
compensation insurance, contractor’s all-risk insurance and third-party liability coverage. These
insurance arrangements are intended to mitigate certain financial risks associated with construction
activities, site operations and post-handover obligations.
74Set out below is of our insurance coverage as on September 30, 2025 in relation to our total assets:
Particulars As on September 30, 2025
Net value of assets* (in ₹ lakhs) 40,042.71
Insurance coverage (in ₹ lakhs) 55,673.12
Percentage of insurance coverage to net value 139.03%
of assets
* Net value of assets is calculated as total assets less other intangible assets less intangible asset under
development less deferred tax assets (net).
As on September 30, 2025, we have not made any material insurance claims. However, our projects may
suffer physical damage or loss due to fire, accidents or other causes, which may not be fully covered
under our insurance policies. Certain risks, such as earthquakes, floods, other natural disasters, terrorism,
acts of war or force majeure events, may either not be fully insurable or may not be insurable at
commercially reasonable premiums.
Further, we may be subject to claims arising from construction defects, design issues or other liabilities
in relation to our projects. Insurance proceeds, whether under policies maintained by us or by our
contractors, may be insufficient to cover the full extent of losses or expenses incurred, including
increased reconstruction costs due to inflation, changes in building regulations, environmental
compliance requirements or other factors.
In the event of an uninsured loss or a loss exceeding insured limits, we may lose part or all of the capital
invested in, and anticipated revenues from, the affected project. Any requirement for us to fund such
losses from internal resources or additional borrowings could have a material adverse effect on our
business, results of operations, cash flows and financial condition.
We do not maintain insurance coverage against all possible risks and liabilities. For instance, we do not
have key managerial personnel insurance. Our insurance policies are subject to periodic renewal, and
while none of our insurance policies are due for renewal as of the date of this Draft Red Herring
Prospectus, there can be no assurance that such policies will be renewed in a timely manner, on
commercially acceptable terms or at all in the future.
40. Non-compliance with, or changes in, safety, health and environmental laws and regulations could
adversely affect our projects, business and financial condition.
We are subject to a wide range of safety, health and environmental laws and regulations in the
jurisdictions in which we operate, including those relating to construction site safety, labour welfare, fire
safety, environmental protection, air and water discharge norms, amongst others. Compliance with such
laws is required at various stages of project development, including planning, construction and post-
completion.
We believe that our projects are generally in compliance with applicable safety, health and environmental
laws and regulations. These laws and regulations and their resulting obligations, under which we and our
contractors, sub-contractors and other 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 real estate and construction businesses. If we are unable to continue to deliver projects 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 and financial condition.
Further, there have been no instances of non-compliance with such safety, health and environmental laws
during the six-month period ended September 30, 2025 and the three preceding Fiscals that have had a
material adverse impact on our business, results of operations or financial condition. However, statutory
authorities may in the future allege non-compliance, impose penalties or require remedial measures from
us.
7541. The average cost of acquisition of Equity Shares acquired by our Promoters may be less than the Issue
Price.
The average cost of acquisition of Equity Shares acquired by our Promoters may be less than the Issue
Price. The details of the average cost of acquisition of Equity Shares held by our Promoters as on the
date of this Draft Red Herring Prospectus are set out below:
S. Name of the Number of Equity Face Value Average cost of acquisition per
No. Promoter Shares held (₹) Equity Share (₹)*
1. Kochouseph Thomas 2,26,98,500 10 77.76
Chittilappilly
2. K. Chittilappilly Trust 83,50,000 10 2.40
* As certified by Statutory Auditors pursuant to their certificate dated December 30, 2025.
For details regarding Equity Shares held by our Promoters in our Company, see “Capital Structure” on
page 106.
42. We have outstanding dues to our creditors, including Micro, Small and Medium Enterprises, and any
failure or delay in payment of such dues could adversely affect our reputation, business, cash flows
and financial condition.
We have certain outstanding dues payable to our creditors in the ordinary course of business, including
amounts payable to Micro, Small and Medium Enterprises (“MSMEs”) and other trade creditors. As of
the September 30, 2025, our outstanding dues to creditors excluding the unbilled dues to creditors
aggregated ₹500.27 lakh. For details, see “For further details on the outstanding litigation proceedings,
see “Outstanding Litigation and Material Developments - Outstanding dues to creditors” on page 423.
Our ability to make timely payments to such creditors is dependent on our cash flows, working capital
management and timing of collections from customers. Any delay or failure in discharging our
obligations towards such creditors, including MSMEs, could expose us to interest liabilities, penalties or
other consequences under applicable laws, including the Micro, Small and Medium Enterprises
Development Act, 2006. In addition, non-payment or delayed payment of dues could adversely affect
our relationships with suppliers and contractors, disrupt procurement of materials or services, and impact
our reputation and operational efficiency.
Further, any deterioration in our liquidity position or cash flows could affect our ability to settle such
dues as and when they fall due. Any adverse action by creditors, including initiation of legal proceedings,
suspension of supplies or enforcement of contractual rights, could have a material adverse effect on our
business operations, cash flows and financial condition.
43. Failure to successfully implement our business strategies and development plans could materially and
adversely affect our business, results of operations and financial condition.
Our business strategy involves the continued development of residential real estate projects across
identified urban micro-markets in the state of Kerala, along with a calibrated expansion of our project
portfolio across additional locations, product segments and development phases. Our growth plans
include launching new projects, expanding our presence across existing and new micro-markets,
increasing the scale of ongoing developments and strengthening our forward project pipeline. The
successful execution of these strategies is subject to various risks and uncertainties.
As we expand our operations, we may face challenges in executing projects within estimated timelines
and budgets, managing multiple projects at different stages of development and maintaining consistent
standards of quality, design and execution. Expansion also places increased demands on our management
bandwidth, internal systems, project planning processes, procurement arrangements and contractor
coordination. Any inability to manage these aspects effectively could result in delays, cost overruns,
operational inefficiencies or quality-related issues, which could adversely affect our business and
reputation.
76Further, growth initiatives involve risks relating to market acceptance of new projects, pricing and
absorption levels, effectiveness of marketing strategies, availability of skilled manpower, and
coordination with third-party contractors, consultants and suppliers. We may incur costs in connection
with land acquisition, design development, approvals, marketing and mobilisation that exceed our
estimates, or experience delays in project launches or construction progress. In addition, the introduction
of new projects in close proximity to existing developments may result in cannibalisation of demand or
slower absorption in certain projects.
Expansion into new micro-markets may also expose us to unfamiliar regulatory environments, local
market dynamics, customer preferences and competitive conditions. Any failure to effectively implement
our business strategies, manage growth, control costs, achieve planned project timelines or secure
anticipated customer demand could adversely affect our business, results of operations, cash flows and
financial condition. There can be no assurance that our growth initiatives will achieve the intended results
or that unforeseen factors will not materially affect the execution of our development plans.
44. 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 operations. Our internal audit functions make an evaluation of the adequacy and
effectiveness of internal systems on an ongoing basis so that our operations adhere to our policies,
compliance requirements and internal guidelines. We periodically test and update our internal processes
and systems and there have been no past material instances of failure to maintain effective internal
controls and compliance system. However, we are exposed to operational risks arising from the potential
inadequacy or failure of internal processes or systems, and our actions may not be sufficient to ensure
effective internal checks and balances in all circumstances. We take reasonable steps to maintain
appropriate procedures for compliance and disclosure and to maintain effective internal controls over our
financial reporting so that we produce reliable financial reports and prevent financial fraud. As risks
evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal
controls requires human diligence and compliance and is therefore subject to lapses in judgment and
failures that result from human error.
Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit
us and our employees and intermediaries from bribing, being bribed or making other prohibited payments
to government officials or other persons to obtain or retain business or gain some other business
advantage. We participate in collaborations and relationships with third parties whose actions could
potentially subject us to liability under these laws or other local anti-corruption laws. While our code of
conduct requires our employees and intermediaries to comply with all applicable laws, and we continue
to enhance our policies and procedures in an effort to ensure compliance with applicable anti-corruption
laws and regulations, these measures may not prevent the breach of such anti-corruption laws, as there
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 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. Although, there have not been any such instances such non-compliance of anti-corruption
laws, financial frauds and bribery in the past, there can be no assurance that such instances will not occur
in future.
45. Industry information included in this Draft Red Herring Prospectus has been derived from the ICRA
Report, which was prepared by ICRA and exclusively commissioned and paid for by our Company for
the purposes of the Issue, and any reliance on information from the ICRA Report for making an
investment decision in the Issue is subject to inherent risks.
Certain sections of this Draft Red Herring Prospectus include information that is based on or derived
from the ICRA Report, which was prepared by ICRA and exclusively commissioned and paid for by our
Company for the purposes of the Issue pursuant to an arrangement dated July 16, 2025. ICRA is not
related to our Company, our Promoters, our Directors, Key Managerial Personnel, Senior Management
77or the Book Running Lead Manager. A copy of the ICRA Report will be available on the Company’s
website at www.veegaland.com/ipo-offer-documents/ from the date of this Draft Red Herring Prospectus
until the Bid/Issue Closing Date.
In view of the foregoing, you should consult your own advisors and undertake an independent assessment
of information in this Draft Red Herring Prospectus based on, or derived from, the ICRA Report before
making any investment decision regarding the Issue. Also see, “Certain Conventions, Use of Financial
Information and Market Data and Currency of Presentation—Industry and Market Data” and
“Industry Overview” on pages 24 and 166, respectively.
46. This Draft Red Herring Prospectus includes certain Non-GAAP Measures, financial and operational
performance indicators and other industry measures related to our operations and financial
performance. The Non-GAAP Measures and industry measures may vary from any standard
methodology that is applicable across the Real Estate segment and, therefore, may not be comparable
with financial or industry related statistical information of similar nomenclature computed and
presented by other companies.
Certain Non-GAAP Measures and certain other industry measures relating to our operations and financial
performance have been included in this Draft Red Herring Prospectus. We compute and disclose such
Non-GAAP Measures, financial and operational performance indicators and other industry related
statistical information relating to our operations and financial performance as we consider such
information to be useful measures of our business and financial performance, and because such measures
are frequently used to evaluate the operational performance of entities in the Indian real estate industry,
many of which provide such Non-GAAP Measures, financial and operational performance indicators and
other industry related statistical information.
These Non-GAAP Measures, financial and operational performance indicators and other industry related
statistical information relating to our operations and financial performance may not necessarily be
defined under, or presented in accordance with, Ind AS and may not have been derived from the Restated
Financial Information. These Non-GAAP Measures, financial and operational performance indicators
and other industry related statistical information may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial
measures and industry related statistical information of similar nomenclature that may be computed and
presented by other companies in India and other jurisdictions. Such supplemental financial and
operational information is therefore of limited utility as an analytical tool and should not be viewed as
substitutes for performance or profitability measures under Ind AS or as indicators of our operating
performance, financial condition, cash flows, liquidity or profitability. Investors are cautioned against
considering such information either in isolation, or as a substitute for an analysis, of the Restated
Financial Information.
Further, we track certain financial and operational performance indicators, including Revenue Growth
YoY, EBITDA, EBITDA Margin, Net Profit Margin, Return on Capital Employed, Return on Equity,
Debt to Equity Ratio, (collectively, the “Key Performance Indicators” or “KPI”). The KPIs are
supplemental measures of our operations and financial performance and are not required by, or presented
in accordance with, Ind AS, Indian GAAP, IFRS or U.S. GAAP, and are prepared with internal systems
and tools that are not independently verified by any third party and 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, including the metrics we publicly disclose. If the internal systems and tools we
use to track these metrics under count 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 measures for the applicable period of measurement, there are inherent
challenges in measuring how our business operate. 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.
78Further, there can be no assurance that our KPIs will be higher than our comparable listed industry peers
in the future. An inability to improve, maintain or compete, or any reduction in such KPIs in comparison
with the listed comparable industry peers may adversely affect the market price of the Equity Shares.
Also see, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Non-GAAP Measures” on page 397.
47. While most of our Directors have prior experience serving in listed companies, our Company has not
previously operated as a listed entity, and ensuring compliance with applicable listing-related
regulatory requirements may require enhanced governance processes and management attention.
All of our Directors except Varriam Kandi Vijayakumar have prior experience of serving listed
companies. Such experience provides valuable familiarity with listed-company governance practices,
regulatory compliance requirements and stakeholder engagement.
However, our Company has not previously operated as a listed entity. Upon listing of our Equity Shares,
we will be subject to enhanced regulatory, disclosure and compliance requirements under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and
other applicable laws. Ensuring compliance with such requirements will require strengthening of internal
controls, governance frameworks, reporting systems and processes across the organisation.
While our Directors and Senior management possess relevant industry and managerial experience, the
transition to operating as a listed company may require additional time, resources and management
attention to ensure full and timely compliance with applicable regulatory obligations and evolving
governance standards. Any failure to effectively implement or maintain appropriate governance
frameworks, internal controls or compliance mechanisms, or any delays in adapting to the requirements
applicable to listed entities, could result in regulatory action, penalties, reputational harm and could
adversely affect our business, results of operations, cash flows and financial condition.
48. Our Company cannot assure payment of dividends on Equity Shares in the future.
Our Company has not declared dividends in the six months ended September 30, 2025 and Fiscals 2025,
2024 and 2023 and from October 1, 2025 until the date of this Draft Red Herring Prospectus. Our ability
to pay dividends in the future will depend on a number of factors identified in the dividend policy of our
Company, liquidity position, profits, capital requirements, financial commitments and other relevant or
material factors considered relevant by our Board. The declaration and payment of dividends will be
recommended by the Board of Directors and approved by the shareholders, at their discretion, subject to
the provisions of our Articles of Association and applicable law, including the Companies Act 2013. We
may retain all future earnings, if any, for use in the operations and expansion of the business. We cannot
assure you that we will be able to pay dividends in the future. Additionally, our ability to pay dividends
may also be restricted by the terms of financing arrangements that we may enter into. See “Dividend
Policy” on page 296.
49. Our Promoters, our Directors and Key Managerial Personnel have interests in our business other
than the reimbursement of expenses incurred or normal remuneration or benefits.
We have entered into related party transactions with our Promoters for, among other things purchase of
immovable property, rent, intrest expense, loan,. For details, see “Restated Financial Information —
Note 37 – Related Party Disclosures” on page 358. We enter into certain related party transactions in
the ordinary course of our business, and we cannot assure you that such transactions will not adversely
affect our financial condition and results of operations.
Further, our Promoter Director and Key Managerial Personnel have interests in our Company to the
extent of the Equity Shares held by them and any remuneration or other benefits received by our Promoter
Director and Key Managerial Personnel in their capacity as Directors or employees of our Company.
Such interests may differ from or conflict with the interests of our other shareholders. While we believe
that appropriate corporate governance practices and oversight mechanisms are in place, there can be no
assurance that these interests will not influence business decisions in a manner adverse to our Company
or our public shareholders.
7950. Fraud or improper conduct could harm our reputation and disrupt project completion and adversely
affect our business and results of operations.
The real estate development industry in India is susceptible to risks of fraud, corruption and other
improper or unethical practices due to the scale of operations, involvement of multiple third parties and
the complexity of project execution. Our business operations involve engagement with a wide range of
employees, contractors, subcontractors, consultants, vendors, suppliers and customers across various
stages of project development, which may expose us to risks of fraud or improper conduct.
Such conduct may include, among other things, bribery or corrupt practices in relation to procurement,
regulatory approvals or inspections, deliberate use or supply of sub-standard or non-compliant
construction materials, poor workmanship, misrepresentation, theft, embezzlement or diversion of funds,
collusion with third parties, falsification of records or unauthorised transactions by employees,
contractors or other counterparties. Although we have not faced incident in the past, we may be exposed
to risks arising from fraudulent acts or defaults by customers, including delayed payments, misuse of
funds, misrepresentation or contractual disputes.
Any such fraudulent or improper conduct, whether detected or not, could result in project delays, cost
overruns, quality defects, safety incidents or non-compliance with applicable laws, building standards or
contractual obligations. This could lead to increased remediation and rectification costs, termination or
replacement of contractors, disruption of construction schedules, delay in completion and handover of
projects.
Adverse publicity or allegations relating to fraud, corruption or unethical conduct involving our projects,
employees, contractors or other business associates could impair our ability to market and sell our
projects, attract customers, retain skilled employees, engage reputable contractors or secure financing
from lenders and investors. Although we have implemented internal controls and procedures to mitigate
such risks, there can be no assurance that these measures will be effective in preventing or detecting all
instances of fraud, corruption or improper conduct in a timely manner. Failure to adequately prevent,
detect or respond to such incidents could materially and adversely affect our business, reputation,
financial condition and results of operations.
51. The Government of India or state governments may exercise rights of compulsory purchase or eminent
domain over our or our land, which could adversely affect our business.
The right to own property in India is subject to restrictions that may be imposed by the GoI. In particular,
the GoI, 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 is for a “public purpose,” after providing compensation to the owner.
However, the compensation paid pursuant to such acquisition may not be adequate to compensate the
owner for the loss of such property. 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.
Additionally, we may face difficulties in interpreting and complying with the provisions of the Land
Acquisition Act due to limited jurisprudence on them or if our interpretation differs from or contradicts
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 projects in which we are investing or may invest in the future may adversely affect our business,
financial condition or results of operations.
52. Any future delay or non-compliance in payment of statutory dues by our Company could expose us to
penalties and adversely affect our business, financial condition and results of operations.
There have been no delays in payment of statutory dues by our Company during the six-month period
ended September 30, 2025 and the three Fiscals ended March 31, 2025, 2024 and 2023. Our Company
has been compliant with applicable statutory payment obligations, including dues under labour laws, tax
laws, during the such period.
80However, our operations remain subject to various central, state and local laws and regulations relating
to payment of statutory dues, including those under the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952, the Employees’ State Insurance Act, 1948, the Income-tax Act, 1961, applicable
professional tax laws and goods and services tax laws. Any failure to comply with such statutory
requirements in the future, including delays in payment, incorrect computation or non-payment of dues,
could result in interest, penalties, prosecution or other enforcement actions by the relevant authorities.
Any such adverse action or non-compliance could result in financial liabilities, diversion of management
time and resources, reputational harm and could adversely affect our business, financial condition and
results of operations. There can be no assurance that we will not be subject to scrutiny, assessments or
changes in interpretation of applicable laws by regulatory authorities in the future.
External Risks
53. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, results of operations, financial condition and cash flows.
Economic and political factors that are beyond our control, influence forecasts and directly affect
performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies
of the Government of India, inflation, deflation, foreign exchange fluctuations, consumer credit
availability, fluctuations in commodities markets, consumer debt levels, unemployment trends and other
matters that influence consumer confidence, spending and tourism. Increasing volatility in financial
markets may cause these factors to change with a greater degree of frequency and magnitude, which may
negatively affect our stock prices.
54. Changing laws, rules and regulations and legal uncertainties, including adverse application of
corporate and tax laws, may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes, including the instances mentioned below, may adversely affect our business, results of
operations and prospects, to the extent that we are unable to suitably respond to and comply with any
such changes in applicable law and policy.
The Government of India has implemented a major reform in Indian tax laws, namely the GST. The
indirect tax regime in India has undergone a complete overhaul. The indirect taxes on goods and services,
such as central excise duty, service tax, central sales tax, state value added tax, surcharge and excise have
been replaced by GST, with effect from July 1, 2017. The GST regime continues to be subject to
amendments and its interpretation by the relevant regulatory authorities is constantly evolving. We
cannot assure you that the relevant regulatory authorities will not make any material tax demands under
GST on us in the future which could adversely impact our business, results of operations financial
condition, cash flows, and the price of the Equity Shares. Earlier, distribution of dividends by a domestic
company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company. However,
the Government has amended the Income Tax Act, 1961 (“Income Tax Act”) to abolish the DDT regime.
Accordingly, any dividend distribution by a domestic company is subject to tax in the hands of the
investor at the applicable rate. Additionally, the domestic company is required to withhold tax on such
dividends distributed at the applicable rate. However, nonresident shareholders may claim benefit of an
applicable tax treaty, read with the Multilateral Convention to Implement Tax Treaty Related Measures
to Prevent Base Erosion and Profit Shifting (Multilateral Instrument), if and to the extent applicable,
subject to satisfaction of certain conditions. We may or may not grant the benefit of a tax treaty (where
applicable) to a non-resident shareholder for the purposes of withholding tax pursuant to any corporate
action including dividends.
Investors are advised to consult their own tax advisors and to carefully consider the potential tax
consequences of owning, investing or trading in our Equity Shares. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
81consuming as well as costly for us to resolve and may affect the viability of our current business or
restrict our ability to grow our business in the future.
Additionally, the Government of India has introduced (a) the Wages Code; (b) the Code on
Social Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working
Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 (collectively, the “Labor Codes”)
which consolidate, subsume and replace numerous existing central labour legislations. We have not yet
fully assessed the impact that these or similar laws might have on our business operations, which could
potentially limit our ability to expand in the future. For instance, the Social Security Code
standardizes social security benefits for employees, which were previously divided under various acts
with differing scopes and coverage. Additionally, the Wages Code restricts the portion of wages that can
be excluded from calculations for employment benefits (such as gratuity and maternity benefits) to a
maximum of 50% of the total wages paid to employees. The Labor Codes have come into force from
November 21, 2025.
The Parliament of India has passed the Bharatiya Nyaya Sanhita Bill, 2023, the Bharatiya Nagarik
Suraksha Sanhita Bill, 2023 and the Bharatiya Sakshya Bill, which have replaced the Indian Penal Code,
1860, the Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively, with effect
from July 1, 2024. The effect of the provisions of these on us and the litigations involving us cannot be
predicted with certainty at this stage.
55. A downgrade in credit ratings of India may affect the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or
fiscal policy or a decline in India’s foreign exchange reserves, all which are outside the control of our
Company. Our borrowing costs and our access to the debt capital markets depend significantly on the
credit ratings of India.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such financing is available, including raising any overseas additional
financing. A downgrading of India’s credit ratings may occur, for reasons beyond our control such as,
upon a change of government tax or fiscal policy. This could have an adverse effect on our ability to
fund our growth on favourable terms or at all, and consequently adversely affect our business and
financial performance and the price of the Equity Shares.
56. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly the emerging Asian market countries. Although, economic conditions are different
in each country, investors’ reactions to developments in one country can have adverse effects on the
securities of companies in other countries, including India. Currencies of a few Asian countries have in
the past suffered depreciation against the U.S. dollar owing to various factors. A loss of investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian
financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability
could also have a negative impact on the Indian economy. Financial disruptions may occur and could
harm our business, future financial performance and the prices of our Equity Shares. Concerns related to
a trade war between large economies may lead to increased risk aversion and volatility in global capital
markets and consequently have an impact on the Indian economy. For example, China is one of India’s
major trading partners and a slowdown in the Chinese economy or adverse developments in the
relationship between the two countries could have an adverse impact on the trade relations between the
two countries. Any significant financial disruption could have an adverse effect on our business, financial
condition and results of operation. The global credit and equity markets have from time to time,
experienced substantial dislocations, liquidity disruptions and market corrections. In response to such
developments, legislators and financial regulators in the United States and other jurisdictions, including
India, may implement a number of policy measures designed to add stability to the financial markets.
However, the overall impact of these and other legislative and regulatory efforts on the global financial
markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current
82difficult conditions in the global credit markets continue or if there is any significant financial disruption,
such conditions could have an adverse effect on our business, future financial performance and the
trading price of our Equity Shares.
57. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual
Bidders are not permitted to withdraw their Bids after Bid/ Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the
Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual
Bidders can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue
Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from
the Bid/ Issue Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares,
including material adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operations or financial condition may arise between the
date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity
Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares
Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.
58. The determination of the Price Band is based on various factors and assumptions and the Issue Price
may not be indicative of the market price of the Equity Shares after the Issue. 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. You may be unable to resell the Equity
Shares you purchase in the Issue at or above the Issue Price or at all.
The determination of the Price Band is based on various factors and assumptions and will be determined
by our Company in consultation with the BRLM through the Book Building Process. The Price Band
will be based on various factors, including factors described in “Basis for Issue Price” on page 151 and
the Price Band and the Offer Price may not be indicative of the market price for the Equity Shares after
the Issue. The market price of the Equity Shares may fluctuate as a result of, among other things, the
following factors:
• quarterly variations in our results of operations;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors;
• changes in research analysts’ recommendations;
• announcements by us or our competitors of acquisitions, strategic alliances, joint operations or
capital commitments;
• announcements by third-parties or governmental entities of claims or proceedings against us;
• new laws and governmental regulations applicable to our industry;
• additions or departures of Directors, Key Managerial Personnel and Senior Management;
• a downgrade in the Government’s credit rating;
• changes in exchange rates;
• fluctuations in stock market prices and volumes; and
• general economic and stock market conditions.
You may be unable to resell the Equity Shares you purchase in the Issue at or above the Issue Price or at
all.
59. If inflation rises in India, increased costs could result in a decline in profits.
Inflation rates in India have been volatile in recent years, and such volatility may continue. India has
experienced high inflation relative to developed countries in the recent past. In recent months, consumer
and wholesale prices in India have exhibited increased inflationary trends, as the result of crude oil prices,
83international commodity prices, and domestic consumer and supplier prices. While the RBI has enacted
certain policy measures designed to curb inflation, these policies may not be successful. Continued high
rates of inflation may increase our expenses related to salaries or wages payable to our employees and
other expenses.
Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our customers, whether entirely or in part, and may adversely affect our business, results of
operations and financial condition. In particular, we might not be able to control the increase in our
expenses related to salaries or wages payable to our employees or increase the price of our services to
pass the increase in costs on to our customers. In such case, our business, results of operations and
financial condition may be adversely affected.
60. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.
Certain provisions in Indian law 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. Such provisions may discourage or prevent
certain types of transactions involving actual or threatened change in control of our Company. Under the
SEBI Takeover Regulations, an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that the 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 our 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 because of the SEBI Takeover Regulations.
61. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Issue.
In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares
will not be granted until after certain actions have been completed in relation to this Issue and until our
Equity Shares have been issued and allotted. Such approval will require the submission of all other
relevant documents authorizing the issuance of the Equity Shares. In accordance with current regulations
and circulars issued by SEBI, the Equity Shares are required to be listed on the Stock Exchanges within
a prescribed time. Accordingly, we cannot assure you that the trading in the Equity Shares will commence
in a timely manner or at all and there could be a failure or delay in listing and trading of the Equity Shares
on the Stock Exchanges, which would adversely affect your ability to sell the Equity Shares.
62. The Issue Price of our Equity Shares, our enterprise value to EBITDA ratio and our market
capitalization to total revenue ratio may not be indicative of the trading price of our Equity Shares
upon listing on the Stock Exchanges subsequent to the Issue and, as a result, you may lose a
significant part or all of your investment.
While our market capitalization is subject to the determination of the Issue Price, which will be
determined by our Company, in consultation with the BRLM, through the book building process, our
enterprise value to EBITDA ratio, and market capitalisation to total Revenue from Operations ratio for
the six months period ended September 30, 2025 and Fiscal 2025 is set out below;
For six-month period ended
Particulars Fiscal 2025
September 30, 2025
Enterprise Value to EBITDA Ratio* [●] [●]
Market Capitalisation to revenue from [●] [●]
operations ratio^
*To be updated at the time of filing of the Prospectus.
^ Market capitalization to the higher band or lower band of the price.
84Accordingly, the Issue Price, multiples and ratio may not be indicative of the market price of the Equity
Shares on listing or thereafter. The factors that could affect the market price of the Equity Shares include,
among other, broad market trends, our financial performance and results post-listing, and other factors
beyond our Company’s 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.
63. Investors may have difficulty in enforcing foreign judgments against our Company or our
management.
Our Company is incorporated under the laws of India and most of our Directors reside in India.
Furthermore, significant portion of our assets, and the assets of our Key Managerial Personnel and
Directors, are located in India. As a result, it may be difficult to effect service of process outside India
upon us and our Directors or to enforce judgments obtained in courts outside India against us or our
Directors, including judgments predicated upon the civil liability provisions of the securities laws of
jurisdictions outside India. Recognition and enforcement of foreign judgments is provided for under
Section 13 and Section 44A of the Code of Civil Procedure, 1908 (“Civil Code”). India has reciprocal
recognition and enforcement of judgments in civil and commercial matters with only a limited number
of jurisdictions, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong.
In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements
of the Civil Code. The Civil Code only permits the enforcement of monetary decrees, not being in the
nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees
from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings
in execution in India. Therefore, a final judgment for the payment of money rendered by any court in a
nonreciprocating territory for civil liability, whether or not predicated solely upon the general laws of the
non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment
in such a jurisdiction against us, our officers or Directors, it may be required to institute a new proceeding
in India and obtain a decree from an Indian court. However, the party in whose favour such final judgment
is rendered may bring a fresh suit in a competent court in India based on a final judgment that has been
obtained in a non-reciprocating territory within three years of obtaining such final judgment.
Furthermore, there are considerable delays in the disposal of suits by Indian courts. It is unlikely that an
Indian court would award damages on the same basis or to the same extent as was awarded in a final
judgment rendered by a court in another jurisdiction if the Indian court believed that the amount of
damages awarded was excessive or inconsistent with public policy in India. In addition, any person
seeking to enforce a foreign judgment in India is required to obtain prior approval of the Reserve Bank
of India (the “RBI”) to repatriate any amount recovered pursuant to the execution of the judgment.
64. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to
attract foreign investors, which may adversely affect the trading price of the Equity Shares. Further,
Restrictions on foreign direct investments and external commercial borrowings in the real estate sector
may hamper our ability to raise additional capital. Further, foreign investors are subject to certain
restrictions on transfer of shares.
While the Government has permitted foreign direct investments of up to 100% without prior regulatory
approval in the construction-development projects (including development of townships, construction of
residential or commercial premises, roads or bridges, hotels, resorts, hospitals, educational institutions,
recreational facilities, city and regional level infrastructure, subject to compliance with prescribed
conditions detailed in the Foreign Direct Investment Policy issued by the Department for Promotion of
Industry and Internal Trade (“DPIIT”) dated October 15, 2020 (“FDI Policy”), it has also imposed
certain restrictions or conditionalities on such investments pursuant to press notes, circulars, rules and
regulations, including Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEM Non-
debt Instruments Rules, 2019”) issued by the RBI or the DPIIT or the Ministry of Finance, Government
of India, from time to time, as the case may be. For details, see “Restrictions on Foreign Ownership of
Indian Securities” on page 475. In accordance with the FEM Non-debt Instruments Rules, 2019,
participation by non-residents in the Issue is restricted to participation by: (i) FPIs, under Schedule II of
the FEM Non-debt Instruments Rules, 2019, may participate in the Issue subject to limit of the total
holding by each FPI or an investor group is below 10% of the post-Issue paid-up equity capital of our
Company on a fully-diluted basis or less than 10% of the paid-up value of each series of debentures or
85preference shares or share warrants issued by our Company and the total holdings of all FPIs put together,
including any other direct and indirect foreign investments in our Company shall not exceed 24 per cent
of paid-up equity capital on a fully diluted basis or paid up value of each series of debentures or
preference shares or share warrants. The said limit of 10 percent and 24 percent shall be called the
individual and aggregate limit, respectively, and the aggregate limit for FPI investment currently not
exceeding 100% (sectoral limit) with respect to its paid-up equity capital on a fully diluted basis or such
same sectoral cap percentage of paid up value of each series of debentures or preference shares or share
warrants; and (ii) NRIs only on non-repatriation basis under Schedule IV of the FEM Non-debt
Instruments Rules, 2019. Further, other non-residents such as FVCIs are not permitted to participate in
the Issue, and as per the FDI Policy, Overseas Corporate Bodies cannot participate in this Issue, however,
OCBs which are incorporated outside India and are not under the adverse notice of RBI can make fresh
investments as incorporated non-resident entities in accordance with the FDI Policy and FEM (NDI)
Rules, 2019. For more information on bids by FPIs and Eligible NRIs, see “Issue Procedure” on page
455.
Under the foreign exchange regulations currently in force in India, transfer of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under
any of the exceptions referred to above, then the prior approval of the RBI will be required. Furthermore,
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 and/or departments are responsible for granting approval for
foreign investment.
Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance
certificate from the income tax authority. Furthermore, this conversion is subject to the shares having
been held on a repatriation basis and, either the security having been sold in compliance with the pricing
guidelines or, the relevant regulatory approval having been obtained for the sale of shares and
corresponding remittance of the sale proceeds.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT,
which has been incorporated as the proviso to Rule 6(a) of the FEMA Non-debt Instrument Rules, 2019
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 the Equity Shares is situated in or is a citizen of any such
country, can only be made through the Government approval route, as prescribed in the Consolidated
FDI Policy dated October 15, 2020 and the FEMA Rules.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid
restriction/purview under the Press Note No. 3, such subsequent change in the beneficial ownership will
also require approval of the Government of India. We cannot assure investors that any required approval
from the RBI or any other government agency can be obtained on any particular terms or conditions or
at all. Further, under current Master Directions - External Commercial Borrowings, Trade Credits and
Structured Obligations issued by the RBI dated March 26, 2019, companies are required to abide by
restrictions including minimum maturity, permitted and non-permitted end-uses, maximum all in-cost
ceiling. Our inability to raise additional capital as a result of the aforementioned restrictions and any
other restrictions could adversely affect our business and prospects. For further information, see
“Restrictions on Foreign Ownership of Indian Securities” on page 475.
65. Investors can be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares
or dividend paid thereon.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares held as investments in an Indian company are generally taxable in India. A securities transaction
86tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any
capital gain exceeding ₹100,000, 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 rate of 10% (plus applicable surcharge and cess). This beneficial provision is, inter
alia, subject to payment of STT. Furthermore, any gain realized on the sale of listed equity shares in an
Indian company, held for more than 12 months, which are sold using any platform other than a recognized
stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India
at the rate of 10% (plus applicable surcharge and cess), without indexation benefits. Furthermore, any
gain realized on the sale of the 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 at the rate of15%
(plus applicable surcharge and cess), subject to STT being paid at the time of sale of such shares.
Otherwise, such gains will be taxed at the applicable rates.
Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases
where relief from such taxation in India is provided under a treaty between India and the country of
which the seller is resident and the seller is entitled to avail benefits thereunder. Generally, Indian tax
treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries
may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity
Shares. We cannot predict whether any tax laws or other regulations impacting it will be enacted or
predict the nature and impact of any such laws or regulations or whether, if at all, any laws or regulations
would have an adverse effect our business, financial condition and results of operations. Investors are
advised to consult their own tax advisors and to carefully consider the potential tax consequences of
owning the Equity Shares.
66. Rights of shareholders under Indian laws may be different from laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian legal principles related to corporate
procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that
would apply to a company in another jurisdiction. Shareholders’ rights including in relation to class
actions, under Indian law may not be as extensive as shareholders’ rights under the laws of other countries
or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian
company than as shareholders of an entity in another jurisdiction.
67. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could in turn adversely affect our business.
The Competition Act prohibits any anti competition agreement or arrangement, understanding or action
in concert between enterprises, whether formal or informal, which causes or is likely to cause an
appreciable adverse effect on competition in India. 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 provision of services, shares the market or source of
production or provision of services in any manner by way of allocation of geographical area, type of
goods or services or number of consumers in the relevant market or in any other similar way or directly
or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse effect
on competition.
The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination
regulation (merger control) provisions under the Competition Act require acquisitions of shares, voting
rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based
thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission of India, or
CCI. Any breach of the provisions of Competition Act, may attract substantial monetary penalties.
The Competition Act aims to, among other things, prohibit all agreements and transactions, which may
have an appreciable adverse effect in India. Consequently, all agreements entered into by us could be
within the purview of the Competition Act. Furthermore, the CCI has extra-territorial powers and can
investigate any agreements, abusive conduct or combination occurring outside of India if such
agreement, conduct or combination has an appreciable adverse effect in India. We are not currently party
to any outstanding proceedings, nor have we ever received any notice in relation to non-compliance with
87the Competition Act. Any enforcement proceedings initiated by the CCI in future, or any adverse
publicity that may be generated due to scrutiny or prosecution by the CCI may affect our business,
financial condition and results of operations.
68. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measures and Graded Surveillance Measures by the Stock Exchanges in
order to enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to
enhance market integrity and safeguard the interests of investors, including Additional Surveillance
Measures (“ASM”) and Graded Surveillance Measures (“GSM”). ASM and GSM are imposed on
securities of companies based on various objective criteria such as significant variations in price and
volume, concentration of certain customer accounts as a percentage of combined trading volume, average
delivery, securities which witness abnormal price rise not commensurate with financial health and
fundamentals such as earnings, book value, fixed assets, net worth, price / earnings multiple, market
capitalization etc.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as
other factors which may result in high volatility in price, low trading volumes, and a large concentration
of customer accounts as a percentage of combined trading volume of our Equity Shares. The occurrence
of any of the above-mentioned factors or other circumstances may trigger any of the parameters
prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM
framework or any other surveillance measures, which could result in significant restrictions on trading
of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may include
requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting
off, limiting trading frequency, reduction of applicable price band, requirement of settlement on gross
basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the
surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading
may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the
reputation of our Company.
69. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations
following the completion of the Issue. Furthermore, our Equity Shares may not result in an active or
liquid market and the price of our Equity Shares may be volatile and you may be unable to resell your
Equity Shares at or above the Issue Price or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Issue. We cannot guarantee that an active
trading market will develop or be sustained after the offering. Nor can we predict the prices at which the
Equity Shares may trade after the listing.
The Issue Price of our Equity Shares may not be indicative of the market price for the Equity Shares after
the Issue. If you purchase the Equity Shares in our initial public offering, you may not be able to resell
them at or above the Issue Price. We cannot assure you that the Issue Price of the Equity Shares, or the
market price following our initial public offering, will equal or exceed prices in privately negotiated
transactions of our shares that may have occurred from time to time prior to our initial public offering.
The market price of the Equity Shares may decline or fluctuate significantly due to a number of factors,
some of which may be beyond our control, including:
• announcements about our earnings that are not in line with analyst expectations;
• the public’s reaction to our press releases, other public announcements in relation to us or our
affiliates and filings with the regulator;
• significant liability claims, complaints from our customers, shortages or interruptions in the
availability of raw materials, or reports of incidents of tampering of raw materials;
• changes in senior management or key personnel;
• macroeconomic conditions in India;
• fluctuations of exchange rates;
• the operating and stock price performance of comparable companies;
88• changes in our shareholder base;
• changes in our dividend policy;
• issuances, exchanges or sales, or expected issuances, exchanges or sales;
• changes in accounting standards, policies, guidance, interpretations or principles;
• changes in the regulatory and legal environment in which we operate; and
• market conditions in the construction and development industry and the domestic and
worldwide economies as a whole.
Any of these factors may result in large and sudden changes in the volume and trading price of Equity
Shares. In the past, following periods of volatility in the market price of a company’s securities,
shareholders have often instituted securities class action litigation against that company. If we were
involved in a class action suit, it could divert the attention of management, and, if adversely determined,
have an adverse effect on our business, results of operations and financial condition.
70. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by us
may dilute your shareholding and any sale of Equity Shares by our Promoter may adversely affect the
trading price of the Equity Shares.
Any future issuance of the Equity Shares or securities linked to the Equity Shares by our Company,
including issuance of Equity Shares to eligible employees (as defined in the ESOP Schemes), may dilute
your shareholding. Any such future issuance of the Equity Shares or future sales of the Equity Shares by
any of our significant shareholders may also adversely affect the trading price of the Equity Shares and
impact our ability to raise funds through an offering of our securities. Any perception by investors that
such issuances or sales might occur could also affect the trading price of the Equity Shares.
Additionally, the disposal, pledge or encumbrance of the Equity Shares by any of our significant
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 our existing
Shareholder (i.e. our Promoter) will not dispose of further Equity Shares after the completion of the Issue
(subject to compliance with the lock-in provisions under the SEBI ICDR Regulations) or pledge or
encumber its Equity Shares. Any future issuances could also dilute the value of shareholder’s investment
in the Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also
be issued at prices below the Issue Price. We may also issue convertible debt securities to finance our
future growth or fund our business activities. In addition, any perception by investors that such issuances
or sales might occur may also affect the market price of our Equity Shares.
71. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of
our financial condition.
Our Restated Financial Information for the six months ended September 30, 2025 and Fiscals 2025, 2024
and 2023, have been prepared and presented in conformity with Ind AS. Ind AS differs in certain
significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective
investors may be familiar in other countries. If our financial statements were to be prepared in accordance
with such other accounting principles, our results of operations, cash flows and financial position may
be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements and consult their own professional advisers for an understanding
of the differences between these accounting principles and those with which they may be more familiar.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures
presented in this Draft Red Herring Prospectus should be limited accordingly.
72. Property litigation is common in India and may be prolonged over several years which could have an
adverse impact on our financials and operations.
Property litigation particularly litigation with respect to land ownership is common in India (including
public interest litigation) and is generally time consuming and involves considerable costs. If any
89property in which we have invested is subject to any litigation or is subjected to any litigation in future,
it could delay a development project and/or have an adverse impact, financial or otherwise, on us.
73. The real estate industry in India has witnessed significant downturns in the past, and any significant
downturn in the future could adversely affect our business, financial condition and results of
operations.
Economic developments within and outside India adversely affected the property market in India and
our overall business in the recent past. The global credit markets have experienced, and may continue to
experience, significant volatility and may continue to have an adverse effect on the availability of credit
and the confidence of the financial markets, globally as well as in India.
Even though the global credit and the Indian real estate markets have shown signs of recovery, market
volatility and economic turmoil may continue to exacerbate industry conditions or have other unforeseen
consequences, leading to uncertainty about future conditions in the real estate industry. These effects
include, but are not limited to, a decrease in the sale of, or pricing for, our projects, delays in the release
of certain of our projects in order to take advantage of future periods of more real estate demand and the
inability of our contractors to obtain working capital. We cannot assure you that the government’s
responses to the disruptions in the financial markets will restore consumer confidence, stabilize the real
estate market or increase liquidity and availability of credit. Any significant downturn in future would
have an adverse effect on our business, financial condition and results of operations.
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90SECTION III – INTRODUCTION
THE ISSUE
The details of the Issue are summarized below:
Particulars Details of Equity Shares
Issue of Equity Shares of face value of ₹10/- Up to [●] Equity Shares of face value of ₹10/- each for cash, at
each(1)(2) a price of ₹[●] per Equity share, aggregating up to ₹25,000.00
lakh
Of which:
A) QIB Portion(2)(3)(5) Not more than [●] Equity Shares of face value of ₹10/- each,
aggregating up to ₹ [●] lakh
Of which:
(i) Anchor Investor Portion Up to [●] Equity Shares of face value of ₹10/- each
(ii) Net QIB Portion (assuming Anchor Up to [●] Equity Shares of face value of ₹10/- each
Investor Portion is fully subscribed)
Of which:
Mutual Fund Portion [●] Equity Shares of face value of ₹10/- each
Balance for all QIBs including Mutual [●] Equity Shares of face value of ₹10/- each
Funds
B) Non–Institutional Portion(2)(4) Not less than [●] Equity Shares of face value of ₹10/- each,
aggregating up to ₹[●] lakh
Of which:
a) One-third of the Non-Institutional [●] Equity Shares of face value of ₹10/- each
Portion available for allocation to
Bidders with an application size
between ₹2.00 lakh to ₹10.00 lakh
b) Two-third of the Non-Institutional [●] Equity Shares of face value of ₹10/- each
Portion available for allocation to
Bidders with an application size of more
than ₹10.00 lakh
C) Retail Portion(5) Not less than [●] Equity Shares of face value of ₹10/- each,
aggregating up to ₹ [●] lakh
Pre-Issue and Post-Issue Equity Shares
Equity Shares outstanding prior to the Issuer 3,37,50,000 Equity Shares of face value of ₹10/- each
(as on the date of this Draft Red Herring
Prospectus)
Equity Shares outstanding after the Issue* [●] Equity Shares of face value of ₹10/- each
Use of Net proceeds For details about the use of Net Proceeds, please see “Objects
of the Issue” on page 132.
Notes:
(1) The Issue has been authorized by a resolution of our Board dated November 20, 2025 and has been authorized by a special resolution
of our Shareholders, dated November 22, 2025.
For details, see “Other Regulatory and Statutory Disclosures – Authority for the Issue” on page 433.
(2) Subject to valid Bids being received at or above the Issue 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 of Bidders, as applicable at the
discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to applicable laws. See “Terms
of the Issue–Minimum Subscription” on page 448. Undersubscription, if any, in the QIB Portion (excluding the Anchor Investor
Portion) will not be allowed to be met with spill-over from other categories or a combination of categories.
(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 be accordingly reduced for the Equity Shares allocated to Anchor
Investors. 40% of the Anchor Investor Portion will be reserved as follows: (i) 33.33% for domestic Mutual Funds; and (ii) 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 Issue Price. In case the aggregate demand from Life Insurance
Companies and Pension Funds is less than 6.67%, the remaining Equity Shares will be added to the portion allocated to domestic Mutual
91Funds. In case of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity Shares will be added back
to the Net QIB Portion. See “Issue Procedure” on page 455. 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
Issue Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available
for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other
than Anchor Investors) in proportion to their Bids. See “Issue Procedure” on page 455.
(4) The Equity Shares available for allocation to Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third
of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 2.00 lakh
and up to ₹10.00 lakh, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with
application size of more than ₹10.00 lakh, provided that the unsubscribed portion in either of the aforementioned sub-categories may
be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allocation to each Non-Institutional Bidder shall
not be less than the applicable minimum application size, subject to the availability of Equity Shares in the Non-Institutional Portion,
and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. For details, please refer to the section titled “Issue
Procedure” on page 455. Further, 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 ₹5.00 lakh, shall use the UPI
Mechanism. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹2.00 lakh and up to ₹5.00 lakh,
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.
(5) Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion (for application sizes of more than ₹2.00
lakh and up to ₹10.00 lakh) and the Anchor Investor Portion, if any, shall be made on a proportionate basis, subject to valid Bids being
received at or above the Issue Price, as applicable. Allocation to Retail Individual Bidders shall not be less than the minimum Bid Lot,
subject to availability of Equity Shares in the Retail Portion, and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
For further details, see “Issue Structure”, “Terms of the Issue” and “Issue Procedure” on pages 450, 444 and 455, respectively.
Pursuant to Rule 19(2)(b) of the SCRR, the Issue is being made for at least [●]% of the post-Issue paid-up Equity
Share capital of our Company.
For further details, including grounds for rejection of bids, please see “Terms of the Issue”, “Issue Structure”
and “Issue Procedure” on pages 444, 450 and 455 respectively.
92SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated
Financial Information as at and for the six-month period ended September 30, 2025 and Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023. The summary of financial information presented below
should be read in conjunction with the “Restated Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 297 and 375, respectively.
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93RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
As at As at As at As at
Particulars Sept 30, March 31, March 31, March 31,
2025 2025 2024 2023
I. ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment 2,249.16 254.59 172.86 170.25
(b) Other Intangible Assets 0.98 - - -
(c) Intangible asset under development 1.62 - - -
(d) Financial Assets
(i) Other Financial Assets 1,163.37 1,120.99 1,047.55 984.19
(e) Deferred Tax Assets (Net) 17.06 30.97 - -
(f) Other Non-Current Assets 137.99 148.48 84.56 53.49
(2) Current Assets
(a) Inventories 22,278.11 21,913.87 15,156.27 14,391.93
(b) Financial Assets
(i) Trade Receivables 4,494.89 2,739.88 1,051.87 639.39
(ii) Cash and Cash Equivalents 4,241.60 3,668.37 2,920.65 2,551.60
(iii) Other Balances with Banks - 0.57 1.06 1.86
(iv) Other Financial Assets 3,630.02 1,422.59 884.02 483.04
(c) Current Tax Asset (Net) - - 15.18 0.44
(d) Other Current Assets 1,847.57 1,364.91 767.15 325.73
TOTAL ASSETS 40,062.37 32,665.22 22,101.17 19,601.92
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 3,375.00 500.00 500.00 500.00
(b) Other Equity 21,798.35 6,044.39 4,007.10 3,223.97
(2) Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1,520.49 10,418.02 8,520.57 1,153.26
(ii) Other Financial Liabilities 265.66 481.79 716.60 901.27
(b) Deferred Tax Liabilities (Net) - - 33.82 47.44
(c) Other Non-Current Liabilities 151.03 261.67 503.58 804.57
(d) Provisions 347.61 282.13 245.08 192.94
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 3,336.84 7,278.97 3,502.08 11,061.50
(ii) Trade Payables
a. Total outstanding dues of Micro Enterprises and 178.49 59.39 162.89 59.05
Small Enterprise; and
b. Total outstanding dues of creditors other than Micro 401.64 612.99 391.04 270.59
Enterprises and Small Enterprise
(iii) Other Financial Liabilities 772.60 593.02 542.18 286.07
(b) Other Current Liabilities 7,688.78 5,415.59 2,970.96 1,096.47
(c) Provisions 7.40 6.27 5.27 4.79
(d) Current Tax Liability (Net) 218.48 710.99 - -
TOTAL EQUITY AND LIABILITIES 40,062.37 32,665.22 22,101.17 19,601.92
94RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in Lakhs, unless otherwise stated)
Six
Year Year Year
months
ended ended ended
Particulars ended
March March March
Sept 30,
31, 2025 31, 2024 31, 2023
2025
I. Revenue from Operations 12,415.85 19,237.53 11,076.76 10,891.16
II. Other Income 97.94 384.35 384.62 117.15
III. Total Income (I+II) 12,513.79 19,621.88 11,461.38 11,008.31
(a) Operating Cost 9,375.58 20,692.80 8,647.51 10,184.08
(b) Changes in Inventories (364.24) (6,757.60) (764.34) (2,615.39)
(c) Employee Benefits Expenses 382.40 594.02 450.96 446.49
(d) Finance Costs 295.42 503.55 508.85 432.92
(e) Depreciation and Amortisation Expenses 28.75 47.28 40.61 42.45
(f) Other Expenses 1,228.49 1,715.31 1,455.02 571.15
Total Expenses 10,946.40 16,795.36 10,338.61 9,061.70
V. Profit Before Tax (III-IV) 1,567.39 2,826.52 1,122.77 1,946.61
VI. Tax Expense
Current tax 393.01 846.93 348.25 430.38
Deferred tax 21.84 (63.00) (12.36) 63.17
Total Tax Expense 414.85 783.93 335.89 493.55
V II. Profit for the period/ year (V-VI) 1,152.54 2,042.59 786.88 1,453.06
VIII. Other Comprehensive Income/ (Loss)
(A). Items that will not be reclassified to profit or loss
(i) Re-Measurements of the Defined Benefit Plan (31.51) (7.09) (5.01) (6.56)
(ii) Income Tax relating to items that will not be reclassified 7.93 1.79 1.26 1.65
to Profit or Loss
(B). Items that will be reclassified to profit or loss - - - -
IX. Total Comprehensive Income for the period/ year 1,128.96 2,037.29 783.13 1,448.15
X. Restated earnings per equity share (Nominal value of Rs. 10 per
share)
(Not Annualised)
Basic (Rs.) 4.28 8.17 3.15 5.81
Diluted (Rs.) 4.28 8.17 3.15 5.81
95RESTATED STATEMENT OF CASH FLOWS
(₹ in lakhs)
Year Year Year
Six months
ended ended ended
Particulars ended Sept
March March March
30, 2025
31, 2025 31, 2024 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES
Profit before Tax 1,567.39 2,826.52 1,122.77 1,946.61
Adjustments for:
Depreciation and Amortisation expenses 28.75 47.28 40.61 42.45
Provision for Doubtful Debts - - 86.37 -
Provision for Land advance - - 225.75 -
Interest Expense 295.42 503.55 508.85 432.92
Provision for Gratuity 6.72 10.61 9.44 8.22
Provision for Leave Encashment 30.40 25.69 19.32 19.29
Loss on Disposal/Discarding of Assets (Net) - 4.43 - -
Finance Income on Security Deposit (7.28) (13.41) (12.38) (7.49)
Unwinding of Fair Valuation Gain 45.20 76.12 64.70 0.79
Amortisation of Financial Asset 6.83 13.67 13.71 8.75
Interest Income (40.79) (111.09) (233.64) (91.57)
Provisions / Liabilities no longer payable written back - (160.26) (61.18) -
Provision for warranty - 23.00 45.91 69.00
OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL 1,932.64 3,246.11 1,830.23 2,428.97
CHANGES
Changes in Working Capital :
Decrease / (Increase) in Trade Receivables (3,962.44) (1,601.64) (498.85) 1,043.43
Decrease / (Increase) in Other Financial Assets (3.05) (597.46) (448.62) 1,329.55
Decrease / (Increase) in Other Assets (479.00) (670.34) (711.96) 247.14
Decrease / (Increase) in Inventories (364.24) (6,757.60) (764.34) (2,615.39)
Decrease / (Increase) in Other Bank Balances 0.55 0.50 0.60 (1.86)
Increase / (Decrease) in Trade Payables (92.25) 187.34 281.55 (43.43)
Increase / (Decrease) in Other Financial Liabilities (36.53) (183.97) 75.37 992.44
Increase / (Decrease) in Other Liabilities 2,117.35 2,126.60 1,508.80 1,194.26
Increase / (Decrease) in Provisions (2.02) (28.34) (27.06) (23.22)
Cash from/ (used in) operations (888.99) (4,278.80) 1,245.72 4,551.89
Income Tax paid (885.52) (120.76) (362.99) (336.27)
Net Cash from/ (used in) Operating activities (A) (1,774.51) (4,399.56) 882.73 4,215.62
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment and Intangible Assets (2,025.92) (140.67) (43.22) (30.19)
Sale proceeds of Property, Plant and Equipment and Intangible Assets - 7.22 - 3.80
Interest received 8.74 109.94 230.50 91.57
Net cash from/ (used in) Investing activities (B) (2,017.18) (23.51) 187.28 65.18
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of share capital including securities premium 17,500.00 - - -
Reserve
Increase/(Decrease) in Borrowings (12,839.79) 5,674.19 (192.03) (1,479.06)
Finance Cost (295.29) (503.40) (508.76) (433.01)
Net cash generated from/ (used in) Financing activities (C) 4,364.92 5,170.79 (700.79) (1,912.07)
Net increase/(decrease) in Cash and Cash Equivalents (A+B+C) 573.23 747.72 369.22 2,368.73
Cash and Cash Equivalents as at the beginning of the period/ year 3,668.37 2,920.65 2,551.43 182.87
Cash and Cash Equivalents at the end of the period/ year 4,241.60 3,668.37 2,920.65 2,551.60
96GENERAL INFORMATION
Veegaland Developers Limited
XXXV/564, 4th Floor, K C F Tower
Bharat Matha College Road
Kakkanadu, Thrikkakara
Ernakulam – 682 021 Kerala, India
Email: mail@veegaland.in
Website: www.veegaland.com
For further details, including in relation to changes in the name and the Registered Office of our Company, see
“History and Certain Corporate Matters” on page 261.
Corporate Identity Number: U45201KL2007PLC021107
Registration Number: 021107
Address of Registrar of Companies
Our Company is registered with the ROC located at the following address:
Registrar of Companies
Corporate Bhawan, BMC Road, Thrikkakara
Kochi – 682 021, Kerala, India
Email: roc.ernakulam@mca.gov.in
Board of Directors of our Company
The following table sets out the details of our Board as on the date of this Draft Red Herring Prospectus:
Name And Designation DIN Address
Kochouseph Thomas Chittilappilly 00020512 Chittilappilly House, Bye Pass Road, Opposite- Ahalya
Whole-time Director Eye Hospital, Vennala, Ernakulam – 682 028, Kerala,
India
Bijoy Ambattu Bahuleyan 10279582 04-B, Mon Paradise, Sahrudaya Road, Near Indian
Whole-time Director Bank, Eroor South P O, Ernakulam – 682 306, Kerala
Kurian Thomas 10279590 Vengathanam House, Florican Road, Karaparamba,
Whole-time Director Kozhikode – 673 010, Kerala, India
Jayaraj Balakrishnan 00027479 Jayahari, Indira Junction, Padamugal, Vazhakkala,
Non-Executive Director Kakkanad, Ernakulam – 682 030, Kerala, India
George Joseph 00253754 Melazhakath House, Alanickal Estate Road, Arakulam
Chairman & Non-Executive P O, Idukki – 685 591, Kerala, India
Independent Director
Saraladevi Mecheriparambil 08417393 Nandanam, YMJ Road, Palarivattom S. O, Ernakulam
Non-Executive Independent Director – 682 025, Kerala, India
Varriam Kandi Vijayakumar 01898943 Nameela, Thrikkumarakudam Road, Ayyanthole,
Non-Executive Independent Director Thrissur, Ayyanthole – 680 003, Kerala, India
For brief profile and further details of our Board of Directors, see “Our Management” on page 267.
Company Secretary and Compliance Officer
Akshay Anand T S is the Company Secretary and Compliance Officer of our Company. The contact details are
as follows:
97XXXV/564, 4th Floor, K C F Tower
Bharat Matha College Road
Kakkanadu, Thrikkakara
Ernakulam – 682 021 Kerala, India
Telephone: +91 484 2584000
Email: cs@veegaland.in
Website: www.veegaland.com
Investor Grievances
Investors can contact our Company Secretary and Compliance Officer, the Book Running Lead Manager
or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems, redressals of
complaints, 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.
All Issue related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The
Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid
cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI
Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI
ID in case of UPI Bidders using the UPI Mechanism.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with
a copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the
SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar, 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 Book
Running Lead Manager where the Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Manager to the Issue
Cumulative Capital Private Limited
B 309-311, 215 Atrium
Nr. Courtyard Marriott Hotel
Andheri Kurla Road, Andheri East
Chakala MIDC, Mumbai – 400 093
Maharashtra, India
Tel: +91 9819 662 664 / 98709 24935
E-mail: veegaland.ipo@cumulativecapital.group
Investor grievance e-mail: investor@cumulativecapital.group
Website: www.cumulativecapital.group
Contact person: Swapnilsagar Vithalani / Hetal Gajra
SEBI registration no.: INM000013129
Statement of responsibilities
Cumulative Capital Private Limited is the sole Book Running Lead Manager to the Issue and all the
responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by them
and hence a statement of inter-se allocation of responsibilities is not required.
98Legal Counsel to the Issue
Vidhigya Associates, Advocates
105 & 310, A Wing, Kanara Business Centre
Ghatkopar East, Mumbai – 400 075
Maharashtra, India
Telephone: +91 84240 30160
Email: rahul@vidhigyaassociates.com
Website: www.vidhigyaassociates.com
Contact Person: Rahul Pandey
Registrar to the Issue
MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
C-101, Embassy 247,
L.B.S. Marg, Vikhroli (West),
Mumbai 400 083, Maharashtra, India.
Telephone: +91 810 811 4949
Email: veegalanddevelopers.ipo@in.mpms.mufg.com
Investor grievance email: veegalanddevelopers.ipo@in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
Website: www.in.mpms.mufg.com
SEBI Registration no.: INR000004058
Statutory Auditor to our Company
M/s Varma & Varma, Chartered Accountants
Sreeraghavam, Kerala Varma Tower
Bldg. No. 53/2600 B, C, D, & E, Off.
Kunjanbava Road, Vyttila, Ernakulam – 682 019
Kerala, India
Email: kochi@varmaandvarma.com
Firm registration number: 004532S
Peer review number: 021051
Telephone: +91 484230 2223
Contact Person: Vijay Narayan Govind
Membership Number: 203094
Changes in Auditors
There has been no change in the statutory auditors of the Company in the last three years preceding the date of
this Draft Red Herring Prospectus.
Bankers to our Company
Axis Bank Limited
X/110 -E-1 Valiyakulangara Buildings,
Sea Port, Airport Road,
Opp CSEZ, Kakkanad, Ernakulam
Kerala - 682 037, India
Telephone: +91 96450 11611
Contact Person: Venugopal S V
Website: www.axis.bank.in
Email: brhd1161@axisbank.com
The Federal Bank Limited
Corporate & Institutional Banking Department,
1st Floor, Federal Towers,
99Bank Junction, Aluva – 683 101
Ernakualm, Kerala, India
Telephone: +91 80757 94159, +91 484 263 4130
Contact Person: Aravind A
Website: www.federal.bank.in
Email: aravind.a@federalbank.co.in
HDFC Bank Limited
Building No 32/1182,
Near City Silks, Palarivattom Jn,
Ernakulam – 682 025, Kerala, India
Telephone: +91 98952 11940
Contact Person: Rakesh Kunnath
Website: www.hdfc.bank.in
Email: rakesh.k2@hdfc.bank.in
ICICI Bank Limited
ICICI Bank Limited,
No 37/1147, Ground Floor,
PWD Road, Mavelipuram,
Kakkanad – 682 030
Kerala, India
Telephone: +91 79071 53742
Contact Person: Aparna Lakshmanan
Website: www.icicibank.com
Email: aparna.lakshmanan@icicibank.com
State Bank of India
Commercial Branch
1st Floor, Byepass Junction
Vankarath Towers,
Padivattom, Cochin – 682 024
Kerala, India
Telephone: +91 98478 02778
Contact Person: Gopalakrishnan Chittur Easwar
Website: www.sbi.bank.in
Email: sbi.04062@sbi.co.in
The South Indian Bank Limited
The South Indian Bank Ltd,
SIB House, Mission Quarters,
T.B Road, Thrissur – 680 001
Kerala, India
Telephone: +91 487 242 0020, + 91 98469 64810
Contact Person: Arathi AP
Website: https://www.southindianbank.bank.in
Email: cbg.ernakulam@sib.bank.in; arathiap@sib.bank.in
Bankers to Issue, Escrow Collection Bank, Public Issue Bank, Refund Bank and Sponsor Bank
The Bankers to the Issue will be appointed prior to filing of the Red Herring Prospectus with the RoC.
Syndicate Members
The Syndicate Members will be appointed prior to filing of the Red Herring Prospectus with the RoC.
100Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 on the website of
SEBI, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB
Branches with which a Bidder (other than an Anchor Investor), not bidding through Syndicate/Sub Syndicate or
87 through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website,
and at such other websites as may be prescribed by SEBI from time to time.
Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders Bidding using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appear 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.
Applications through the UPI Mechanism in the Issue can be made only through the SCSBs mobile applications
(apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which are live for
applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) submitted under 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
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and updated from time to
time or any such other website as may be prescribed by SEBI from time to time. For more information on such
branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the
SEBI www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time
to time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Issue using the stock broker 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/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/Rtadp.aspx and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, or such other websites as
updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
101www.bseindia.com/Static/Markets/PublicIssues/Rtadp.aspx and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, or such other websites as
updated from time to time.
Grading of the Issue
No credit agency registered with SEBI has been appointed for grading for the Issue.
Expert
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated November 28, 2025 from our Statutory Auditors, M/s Varma &
Varma, Chartered Accountants to include their name as required under section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in
respect of Examination Report dated November 20, 2025 on our Restated Financial Information and their report
dated December 26, 2025 on the Statement of Special Tax Benefits in this Draft Red Herring Prospectus and such
consent has not been withdrawn as on the date of filing of this Draft Red Herring Prospectus.
Our Company has received written consent dated November 28, 2025, from Binu Balakrishnan Architects,
Independent Architect, to include their name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent and in his capacity as the Independent Architect.
Our Company has received written consent dated December 24, 2025 from Himanshu Gajra & Co., independent
Practicing Company Secretary, to include his name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in his capacity as the independent practicing company
secretary
However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within
the meaning under the U.S. Securities Act, as amended (the “U.S. Securities Act”).
Monitoring Agency
Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring
agency for monitoring the utilization of the Gross Proceeds from the Fresh Issue prior to the filing of the Red
Herring Prospectus. For details in relation to the proposed utilisation of the Net Proceeds, see the section titled
“Objects of the Issue” on page 132.
Appraising Entity
None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As the Issue is of Equity Shares, credit rating is not required.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Debenture trustees
As the Issue is of Equity Shares, the appointment of debenture trustees is not required.
102Filing of Draft Red Herring Prospectus / Red Herring Prospectus / Prospectus
A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI Intermediary Portal at
https://siportal.sebi.gov.in, in accordance with regulation 25 (8) of SEBI ICDR Regulations and SEBI Master
Circular dated June 21, 2023 and shall be submitted to SEBI on cfddil@sebi.gov.in in accordance with the
instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division
of Issues and Listing – CFD”. Further, physical copies of this Draft Red Herring Prospectus may be filed with the
Securities and Exchange Board of India 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 (E)
Mumbai – 400 051, Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act, 2013 would be filed with the RoC and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 would be filed with the RoC through the electronic portal at
http://www.mca.gov.in/mcafoportal/login.do.
Book Building process
“Book building” refers to the process of collection of Bids from investors on the basis of the Red Herring
Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and
minimum Bid Lot will be decided by our Company in consultation with the BRLM, and advertised in all editions
of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national
daily newspaper, [•] editions of [•], (a widely circulated Malayalam regional daily newspaper, Malayalam being
the regional language of Kerala, where our Registered office is located) each with wide, at least two Working
Days prior to the Bid/ Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of
uploading on their website. The Issue Price shall be determined by our Company in consultation with the BRLM,
after the Bid/ Issue Closing Date. For details, see “Issue Procedure” on page 455.
All Bidders, other than Anchor Investors, shall participate in the Issue mandatorily through the ASBA
process by providing the details of their respective ASBA Accounts in which the corresponding Bid Amount
will be blocked by the SCSBs and Sponsor Banks, as the case may be. Anchor Investors are not permitted
to participate in the Issue through the ASBA process. UPI Bidders may participate through the ASBA
process by either (a) providing the details of their respective ASBA Account in which the corresponding
Bid Amount will be blocked by the SCSBs or, (b) through the UPI Mechanism. Non-Institutional Investors
with an application size of up to ₹ 5.00 lakh shall use the UPI Mechanism and shall also provide their UPI
ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting
Depository Participants and Registrar and Share Transfer Agents.
In accordance with the SEBI ICDR Regulations, QIBs Bidding in the Net QIB Portion and Non-
Institutional Bidders bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size
of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders (subject to the Bid Amount being up to ₹2.00 lakh) can revise their Bids during the
Bid/Issue Period and withdraw their Bids until the Bid/ Issue Closing Date. Anchor Investors cannot
withdraw their Bids after the Anchor Investor Bidding Date. Further, allocation to QIBs in the Net QIB
Portion and Non-Institutional Investors will be on a proportionate basis and allocation to Anchor Investors
in the Anchor Investor Portion will be on a discretionary basis.
For further details, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” on pages 444, 450, and
455 respectively.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Issue. In this regard, our Company has appointed the BRLM to manage this Issue and procure Bids for this
Issue.
103The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and are
subject to change from time to time. Bidders are advised to make their own judgment about an investment through
this process prior to submitting a Bid.
Bidders should note the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment within three Working Days of the Bid/Issue
Closing Date or such other time period as prescribed under applicable law; and (ii) the final approval of the RoC
after the Prospectus is filed with the RoC.
Illustration of Book Building Process and the Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Issue” and
“Issue Procedure” on page 444 and 455.
Underwriting Agreement
After determination of the Issue Price and allocation of Equity Shares but prior to the filing of the Red Herring
Prospectus or Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting which is
determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company intends to enter into
the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Issue.
Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are several and
are subject to certain conditions 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 the filing of the Red Herring
Prospectus or Prospectus with the RoC, as applicable.)
Name, address, telephone number and Indicative Number of Equity Shares Amount
email address of the Underwriters to be underwritten underwritten
(₹ Lakh)
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
Total [●] [●]
The above-mentioned amount is indicative and will be finalised after determination of the Issue Price and
finalisation of the Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations given by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or are registered as brokers with the
Stock Exchange(s). The Board of Directors/ 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 the proportion of their underwriting commitments
set forth in the table above.
Notwithstanding the above table, each of the Underwriters shall be severally responsible for ensuring payment
with respect to the Equity Shares allocated to Bidders 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
104extent of the defaulted amount in accordance with the Underwriting Agreement.
The Underwriting Agreement has not been entered into as on the date of this Draft Red Herring Prospectus. The
Underwriting Agreement shall be entered into on or after the Pricing Date but prior to filing of the Prospectus
with the RoC. The extent of underwriting obligations and the Bids to be underwritten in the Issue shall be as per
the Underwriting Agreement.
(The remainder of this page is intentionally left blank)
105CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Draft Red Herring Prospectus is as set forth below:
Sr. Particulars (Amount in ₹ except share data)
No. Aggregate nominal value Aggregate value
at Issue Price*
A. AUTHORISED SHARE CAPITAL(1)
7,50,00,000 Equity Shares of Face value ₹10/- 75,00,00,000 -
each
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
3,37,50,000 Equity Shares of Face value ₹10/- 33,75,00,000 -
each
C. PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS (2)
Issue of up to [•] Equity Shares of face value of [●] [●]
₹10/- each aggregating up to ₹ 25,000 lakhs
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE*#
[●] Equity Shares of face value of ₹10/- each*# [●] [●]
E. SECURITIES PREMIUM ACCOUNT
Before the Issue 1,46,25,00,000
After the Issue* [●]
*Subject to finalisation of Basis of Allotment and the Issue Price;
#Assuming full subscription to the Issue;
(1) For details in relation to the changes in the authorised share capital of our Company, please see “History and Certain Corporate
Matters – Amendments to the Memorandum of Association” on page 262.
(2) The present Issue is authorized by our Board of Directors vide resolution passed at their meeting held on November 20, 2025 and by
the shareholders of our Company vide special resolution passed pursuant to section 23 and section 62(1)(c) of the Companies Act,
2013 at the Extra-ordinary General Meeting held on November 22, 2025.
106Notes to Capital Structure
1. History of Paid-up Equity Share Capital of our Company
Our Company has only one class of share capital i.e., Equity Shares of face value of ₹10/- each. All the
issued Equity Shares are fully paid-up.
Issu
Face
e Cumulat
valu
Pric Nature Cumulati ive paid-
Number e
Date of e Nature of of ve up Details of allottes/shareholders and
of Equity per
allotmen per considera allotmen number Equity Equity Shares allotted
Shares Equi
t Equi tion t/ of Equity Share
allotted ty
ty transfer Shares capital
Shar
Shar (₹)
e (₹)
e (₹)
At the 90,000 10/- 10/- Cash Initial 90,000 9,00,000 Sr. Name of Number of
time of subscript No. allottee equity shares
Incorpora ion to the 1 Sheela Grace 45,000
tion MOA* Kochouseph
2 Mithun 45,000
Kochouseph
Chittilappilly
February 49,10,000 10/- 10/- Cash Further 50,00,000 5,00,00,0 Sr. Name of Number of
21, 2011 Issue 00 No. allottee equity shares
1 Kochouseph 35,00,000
Thomas
Chittliappilly
2 Sheela Grace 4,55,000
Kochouseph
3 Mithun 4,55,000
Kochouseph
Chittilappilly
4 Arun 5,00,000
K Chittilappil
ly
August 17,50,000 10/- 1,00Cash Right 67,50,000 6,75,00,0 Sr. Name of Number of
21, 2025 0/- Issue in 00 No. allottee equity shares
the ratio 1 Kochouseph 17,30,000
of 1:1 i.e. Thomas
1 Chittilappilly
fully 2 K. 20,000
paid -up Chittilappilly
Equity Trust
shares
against 1
existing
fully
paid- up
Equity
Shares
held by
the
existing
Sharehol
ders
Septembe 2,70,00,0 10/- Nil N.A. Bonus 3,37,50,0 33,75,00,
r 25, 2025 00 Issue in 00 000
the ratio
107Issu
Face
e Cumulat
valu
Pric Nature Cumulati ive paid-
Number e
Date of e Nature of of ve up Details of allottes/shareholders and
of Equity per
allotmen per considera allotmen number Equity Equity Shares allotted
Shares Equi
t Equi tion t/ of Equity Share
allotted ty
ty transfer Shares capital
Shar
Shar (₹)
e (₹)
e (₹)
of 4:1 i.e. Sr. Name of Number of
4 bonus No. allottee equity
equity shares
shares 1 Bijoy Ambattu 1,35,200
for every Bahuleyan
1 fully 2 Praveen Kumar 21,200
paid-up P B
Equity 3 Mahesh 14,400
Share Kanakathupara
mbil Vijayan
4 George Sleeba 52,000
5 Jayaraj 1,03,600
Balakrishnan
6 Jacob Kuruvilla 52,000
A
7 Giri S Nair 79,600
8 Kochouseph 1,81,58,800
Thomas
Chittilappilly
9 K Vijayan 52,000
10 Vinod S M 1,11,600
11 Victor M 20,000
12 Asha Berline 28,400
13 Biju M P 36,400
14 Senthil Kumar 28,400
S
15 Ranjith R 48,000
16 Dhanush 28,400
Rajendran
17 Sreejith C P 31,200
18 Akhil Kumar K 36,400
K
19 Jomon Mathew 48,000
20 Manoj C J 20,000
21 Deepak G 24,000
22 Sumesh K S 48,000
23 Suvin K V 17,200
24 Feba Halus 12,400
25 Nithin Roy K F 31,200
26 K. 66,80,000
Chittilappilly
Trust
27 Jaimon James 36,400
28 Tintu Shibu 20,800
29 Primal 36,400
Sebastian
30 Abhinand S 36,400
Vijay
31 Vinodkumar 28,400
Pallathupady
Babu
32 Saneesh M C 50,400
33 Sandeep Lal K 39,600
108Issu
Face
e Cumulat
valu
Pric Nature Cumulati ive paid-
Number e
Date of e Nature of of ve up Details of allottes/shareholders and
of Equity per
allotmen per considera allotmen number Equity Equity Shares allotted
Shares Equi
t Equi tion t/ of Equity Share
allotted ty
ty transfer Shares capital
Shar
Shar (₹)
e (₹)
e (₹)
R
34 Gokul Babu S 26,000
35 Anil V 26,000
Sukumaran
36 Midhu Siju 23,200
37 Siju K R 26,000
38 C Deepu 31,200
39 Smitha N G 28,400
40 Ananthu M 18,000
41 Manoj Kumar 31,200
M
42 Rajaram R 74,400
43 Eby Xavier 18,000
44 Sudheer V D 38,800
45 Kurian Thomas 1,24,800
46 Krishnaprasad 36,400
47 Sandhya C P 20,800
48 Joshy S 13,600
49 Brijesh 21,200
50 Shaila P M 14,400
51 Ramesh S 17,600
52 Ashik V A 12,800
53 Rojers P N 20,400
54 Swapnil K S 10,000
55 Praveen P P 14,400
56 Vipin Das H 19,200
57 Kannan P 12,400
58 Tania 22,800
59 Alita Lijoy 8,800
60 Anjali K 12,400
61 Sreekutty A A 10,800
62 Libin Mathew 14,800
63 Arun E S 12,800
64 Varun Saranga 71,600
Kumar
*Our Company was incorporated on August 10, 2007. The date of subscription to the Memo randum of Association is July 21, 2007 and the
allotment of equity shares pursuant to such subscription was taken on record by our Board on September 5, 2007.
2. Preference Share Capital
As on the date of this Draft Red Herring Prospectus, our Company does not have any preference share
capital.
3. Issue of shares for consideration other than cash or out of revaluation of reserves or by way of
Bonus
i. As on the date of Draft Red Herring Prospectus our Company has not issued any Equity Shares
for consideration other than cash or out of revaluation of reserves at any time since
incorporation.
ii. Except as set out below, our Company has not issued any Equity Shares on bonus issue since
incorporation.
109Face
Number of value Issue
Benefits
Date of Equity per Price per Reason for
Name of allottees accrued to our
allotment Shares Equity Equity allotment
Company
allotted Share Share (₹)
(₹)
September 2,70,00,000 10/- Nil Bonus Issue Sr. Name of allottee Number of Capitalization
25, 2025 in the ratio No. equity of Reserves &
of 4:1 i.e. 4 shares Surplus
fully paid-up 1 Bijoy Ambattu 1,35,200
Equity Bahuleyan
Shares 2 Praveen Kumar P B 21,200
against 1 3 Mahesh 14,400
existing Kanakathuparambil
fully paid up Vijayan
Equity 4 George Sleeba 52,000
Shares held 5 Jayaraj Balakrishnan 1,03,600
by the
6 Jacob Kuruvilla A 52,000
existing
7 Giri S Nair 79,600
Shareholders
8 Kochouseph 1,81,58,800
Thomas Chittilappilly
9 Vijayan 52,000
10 Vinod S M 1,11,600
11 Victor M 20,000
12 Asha Berline 28,400
13 Biju M P 36,400
14 Senthil Kumar S 28,400
15 Ranjith R 48,000
16 Dhanush Rajendran 28,400
17 Sreejith C P 31,200
18 Akhil Kumar K K 36,400
19 Jomon Mathew 48,000
20 Manoj C J 20,000
21 Deepak G 24,000
22 Sumesh K S 48,000
23 Suvin K V 17,200
24 Feba Halus 12,400
25 Nithin Roy K F 31,200
26 K. Chittilappilly Trust 66,80,000
27 Jaimon James 36,400
28 Tintu Shibu 20,800
29 Primal Sebastian 36,400
30 Abhinand S Vijay 36,400
31 Vinodkumar 28,400
Pallathupady Babu
32 Saneesh M C 50,400
33 Sandeep Lal K R 39,600
34 Gokul Babu S 26,000
35 Anil V Sukumaran 26,000
36 Midhu Siju 23,200
37 Siju K R 26,000
38 C Deepu 31,200
39 Smitha N G 28,400
40 Ananthu M 18,000
41 Manoj Kumar M 31,200
42 Rajaram R 74,400
43 Eby Xavier 18,000
44 Sudheer V D 38,800
45 Kurian Thomas 1,24,800
46 Krishnaprasad 36,400
110Face
Number of value Issue
Benefits
Date of Equity per Price per Reason for
Name of allottees accrued to our
allotment Shares Equity Equity allotment
Company
allotted Share Share (₹)
(₹)
47 Sandhya C P 20,800
48 Joshy S 13,600
49 Brijesh 21,200
50 Shaila P M 14,400
51 Ramesh S 17,600
52 Ashik V A 12,800
53 Rojers P N 20,400
54 Swapnil K S 10,000
55 Praveen P P 14,400
56 Vipin Das H 19,200
57 Kannan P 12,400
58 Tania 22,800
59 Alita Lijoy 8,800
60 Anjali K 12,400
61 Sreekutty A A 10,800
62 Libin Mathew 14,800
63 Arun E S 12,800
64 Varun Saranga Kumar 71,600
4. Issue of Equity Shares pursuant to sections 391 to 394 of the Companies Act, 1956 or sections 230
to 234 of the Companies Act, 2013
Our Company has not issued any Equity Shares pursuant to any scheme of arrangement approved under
sections 391-394 of the Companies Act, 1956 or section 230-234 of the Companies Act, 2013, as
applicable.
5. Issue or transfer of Equity Shares under employee stock option schemes
The Company does not have any employee stock option schemes under which any equity shares of the
Company is granted. Accordingly, no Equity Shares have been issued or transferred by our Company
pursuant to the exercise of any employee stock options.
6. Issue of Equity Shares at a price lower than the Issue price during the preceding one (1) year
Except as disclosed in the chapter titled “Capital Structure – History of Paid-up Equity Share Capital
of our Company” on page 107 our Company has not issued any equity shares in preceeding one year
that may be lower than the Issue price.
.
[The remainder of this page has been intentionally left blank]
1117. Shareholding Pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus.
Category Category of Number of Number of Number Number of Total Shareholding Number of Voting Rights held in each class of Number of Shareholding, Number of Number of Number of
(I) shareholder shareholders fully paid- of shares number of as a % of securities (IX) shares as a % locked in shares Shares pledged Equity Shares
(II) (III) up Equity Partly underlying shares held total number Underlying assuming full (XII) or otherwise held in
Shares held paid-up Depository (VII) of shares Outstanding conversion of encumbered dematerialized
(IV) Equity Receipts =(IV)+(V)+ (calculated as convertible convertible (XIII) form (XIV)
Shares (VI) (VI) per SCRR, securities securities (as
held a
(V) 1957) (VIII) Number of Voting Total as (including percentage of Number As a Number As a
As a % of Rights a % of Warrants) diluted share (a) % of (a) % of
(A+B+C2) Class: Class: Total (A+B+ (X) capital) (XI)= total total
Equity Others C) (VII)+(X) As Shares Shares
Shares a % of held held
(A+B+C2) (b) (b)
(A) Promoters 2 3,10,48,500 - - 3,10,48,500 92.00 3,10,48,500 - 3,10,48,500 92.00 - 92.00 - - - - 3,10,48,500
and
Promoter
Group
(B) Public 62 27,01,500 - - 27,01,500 8.00 27,01,500 - 27,01,500 8.00 - 8.00 - - - - 27,01,500
(C) Non- - - - - - - - - - - - - - - - -
Promoter
Non-Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - -
by
employee
trusts
Total 64 3,37,50,000 - - 3,37,50,000 100.00 3,37,50,000 - 3,37,50,000 100.00 - 100.00 - - - - 3,37,50,000
(A+B+C)
1128. As on the date of the filing of this Draft Red Herring Prospectus, our Company has 64 Shareholders.
9. Capital Build-up of our Promoters’ Shareholding in our Company
Set forth below are the details of the build-up of our Promoters’ shareholding in our Company since
incorporation
Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
Kochouseph Thomas Chittilappilly
February 35,00,000 10/- 10/- Cash Further Issue 35,00,000 10.37 [●]
21, 2011
March 10, (16,50,000) 10/- - Gift Transfer of 18,50,000 -4.89 [●]
2017 Equity Shares
to K.
Chittilappilly
Trust
March 19, 5,00,000 10/- - Gift Transfer of 23,50,000 1.48 [●]
2025 Equity Shares
from Mithun
Kochouseph
Chittilappilly
March 19, 5,00,000 10/- - Gift Transfer of 28,50,000 1.48 [●]
2025 Equity Shares
from Arun K
Chittilappilly
March 19, 5,00,000 10/- - Gift Transfer of 33,50,000 1.48 [●]
2025 Equity Shares
from Sheela
Grace
Kochouseph
March 19, (25,500) 10/- - Gift Transfer of 33,24,500 -0.08 [●]
2025 Equity Shares
to Bijoy
Ambattu
Bahuleyan
March 19, (10,000) 10/- - Gift Transfer of 33,14,500 -0.03 [●]
2025 Equity Shares
to George
Sleeba
March 19, (20,000) 10/- - Gift Transfer of 32,94,500 -0.06 [●]
2025 Equity Shares
to Jayaraj
Balakrishnan
March 19, (10,000) 10/- - Gift Transfer of 32,84,500 -0.03 [●]
2025 Equity Shares
to Jacob
Kuruvilla
A
March 19, (15,000) 10/- - Gift Transfer of 32,69,500 -0.04 [●]
2025 Equity Shares
to Giri S Nair
113Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
March 19, (10,000) 10/- - Gift Transfer of 32,59,500 -0.03 [●]
2025 Equity Shares
to Vijayan
March 19, (21,500) 10/- - Gift Transfer of 32,38,000 -0.06 [●]
2025 Equity Shares
to Vinod S M
March 19, (5,500) 10/- - Gift Transfer of 32,32,500 -0.02 [●]
2025 Equity Shares
to Asha
Berline
March 19, (7,000) 10/- - Gift Transfer of 32,25,500 -0.02 [●]
2025 Equity Shares
to Biju M P
March 19, (5,500) 10/- - Gift Transfer of 32,20,000 -0.02 [●]
2025 Equity Shares
to Senthil
Kumar
S
March 19, (9,000) 10/- - Gift Transfer of 32,11,000 -0.03 [●]
2025 Equity Shares
to Ranjith R
March 19, (5,500) 10/- - Gift Transfer of 32,05,500 -0.02 [●]
2025 Equity Shares
to Dhanush
Rajendran
March 19, (6,000) 10/- - Gift Transfer of 31,99,500 -0.02 [●]
2025 Equity Shares
to Sreejith C
P
March 19, (7,000) 10/- - Gift Transfer of 31,92,500 -0.02 [●]
2025 Equity Shares
to Akhil
Kumar K
K
March 19, (9,000) 10/- - Gift Transfer of 31,83,500 -0.03 [●]
2025 Equity Shares
to Jomon
Mathew
March 19, (9,000) 10/- - Gift Transfer of 31,74,500 -0.03 [●]
2025 Equity Shares
to Sumesh K
S
March 19, (6,000) 10/- - Gift Transfer of 31,68,500 -0.02 [●]
2025 Equity Shares
to Nithin Roy
K F
March 19, (7,000) 10/- - Gift Transfer of 31,61,500 -0.02 [●]
2025 Equity Shares
to Jaimon
James
March 19, (4,000) 10/- - Gift Transfer of 31,57,500 -0.01 [●]
2025 Equity Shares
114Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
to Tintu Shibu
March 19, (7,000) 10/- - Gift Transfer of 31,50,500 -0.02 [●]
2025 Equity Shares
to Primal
Sebastian
March 19, (7,000) 10/- - Gift Transfer of 31,43,500 -0.02 [●]
2025 Equity Shares
to Abhinand S
Vijay
March 19, (5,500) 10/- - Gift Transfer of 31,38,000 -0.02 [●]
2025 Equity Shares
to
Vinodkumar
Pallathupady
Babu
March 19, (9,500) 10/- - Gift Transfer of 31,28,500 -0.03 [●]
2025 Equity Shares
to Saneesh M
C
March 19, (7,500) 10/- - Gift Transfer of 31,21,000 -0.02 [●]
2025 Equity Shares
to Sandeep
Lal K
R
March 19, (5,000) 10/- - Gift Transfer of 31,16,000 -0.01 [●]
2025 Equity Shares
to Gokul
Babu S
March 19, (5,000) 10/- - Gift Transfer of 31,11,000 -0.01 [●]
2025 Equity Shares
to Anil V
Sukumaran
March 19, (4,500) 10/- - Gift Transfer of 31,06,500 -0.01 [●]
2025 Equity Shares
to Midhu Siju
March 19, (5,000) 10/- - Gift Transfer of 31,01,500 -0.01 [●]
2025 Equity Shares
to Siju K R
March 19, (6,000) 10/- - Gift Transfer of 30,95,500 -0.02 [●]
2025 Equity Shares
to C Deepu
March 19, (5,500) 10/- - Gift Transfer 30,90,000 -0.02 [●]
2025 of Equity
Shares to
Smitha N G
March 19, (3,500) 10/- - Gift Transfer of 30,86,500 -0.01 [●]
2025 Equity Shares
to Ananthu M
March 19, (6,000) 10/- - Gift Transfer of 30,80,500 -0.02 [●]
2025 Equity Shares
to Manoj
Kumar M
115Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
March 19, (14,000) 10/- - Gift Transfer of 30,66,500 -0.04 [●]
2025 Equity Shares
to Rajaram R
March 19, (3,500) 10/- - Gift Transfer of 30,63,000 -0.01 [●]
2025 Equity Shares
to Eby Xavier
March 19, (7,500) 10/- - Gift Transfer of 30,55,500 -0.02 [●]
2025 Equity Shares
to Sudheer V
D
March 19, (23,500) 10/- - Gift Transfer of 30,32,000 -0.07 [●]
2025 Equity Shares
to Kurian
Thomas
March 19, (7,000) 10/- - Gift Transfer of 30,25,000 -0.02 [●]
2025 Equity Shares
to
Krishnaprasad
March 19, (4,000) 10/- - Gift Transfer of 30,21,000 -0.01 [●]
2025 Equity Shares
to Sandhya C
P
March 19, (13,500) 10/- - Gift Transfer of 30,07,500 -0.04 [●]
2025 Equity Shares
to Varun
Saranga
Kumar
August 17,30,000 10/- 1000 Cash Right Issue 47,37,500 5.13 [●]
21,2025
August (8,300) 10/- - Gift Transfer of 47,29,200 -0.02 [●]
27, 2025 Equity Shares
to Bijoy
Ambattu
Bahuleyan
August (7,700) 10/- - Gift Transfer of 47,21,500 -0.02 [●]
27, 2025 Equity Shares
to Kurian
Thomas
August (4,900) 10/- - Gift Transfer of 47,16,600 -0.01 [●]
27, 2025 Equity Shares
to Giri S Nair
August (4,400) 10/- - Gift Transfer of 47,12,200 -0.01 [●]
27, 2025 Equity Shares
to Varun
Saranga
Kumar
August (4,600) 10/- - Gift Transfer of 47,07,600 -0.01 [●]
27, 2025 Equity Shares
to Rajaram R
August (3,000) 10/- - Gift Transfer of 47,04,600 -0.01 [●]
27, 2025 Equity Shares
to Ranjith R
116Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
August (3,100) 10/- - Gift Transfer of 47,01,500 -0.01 [●]
27, 2025 Equity Shares
to Saneesh M
C
August (3,000) 10/- - Gift Transfer of 46,98,500 -0.01 [●]
27, 2025 Equity Shares
to Sumesh K
S
August (3,000) 10/- - Gift Transfer of 46,95,500 -0.01 [●]
27, 2025 Equity Shares
to Jomon
Mathew
August (2,400) 10/- - Gift Transfer of 46,93,100 -0.01 [●]
27, 2025 Equity Shares
to Sandeep
Lal K R
August (2,100) 10/- - Gift Transfer of 46,91,000 -0.01 [●]
27, 2025 Equity Shares
to Primal
Sebastian
August (2,200) 10/- - Gift Transfer of 46,88,800 -0.01 [●]
27, 2025 Equity Shares
to Sudheer V
D
August (2,100) 10/- - Gift Transfer of 46,86,700 -0.01 [●]
27, 2025 Equity Shares
to Abhinand S
Vijay
August (2,100) 10/- - Gift Transfer of 46,84,600 -0.01 [●]
27, 2025 Equity Shares
to Jaimon
James
August (2,100) 10/- - Gift Transfer of 46,82,500 -0.01 [●]
27, 2025 Equity Shares
to
Krishnaprasad
August (1,600) 10/- - Gift Transfer of 46,80,900 Negligib [●]
27, 2025 Equity Shares le
to
Vinodkumar
Pallathupady
Babu
August (2,100) 10/- - Gift Transfer of 46,78,800 -0.01 [●]
27, 2025 Equity Shares
to Akhil
Kumar K K
August (2,100) 10/- - Gift Transfer Of 46,76,700 -0.01 [●]
27, 2025 Equity Shares
to Biju M P
August (1,800) 10/- - Gift Transfer of 46,74,900 -0.01 [●]
27, 2025 Equity Shares
to Sreejith C
P
117Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
August (1,800) 10/- - Gift Transfer of 46,73,100 -0.01 [●]
27, 2025 Equity Shares
to Manoj
Kumar M
August (1,800) 10/- - Gift Transfer of 46,71,300 -0.01 [●]
27, 2025 Equity Shares
to C Deepu
August (1,600) 10/- - Gift Transfer of 46,69,700 Negligib [●]
27, 2025 Equity Shares le
to Asha
Berline
August (1,500) 10/- - Gift Transfer of 46,68,200 Negligib [●]
27, 2025 Equity Shares le
to Gokul
Babu S
August (1,300) 10/- - Gift Transfer of 46,66,900 Negligib [●]
27, 2025 Equity Shares le
to Midhu Siju
August (1,500) 10/- - Gift Transfer of 46,65,400 Negligib [●]
27, 2025 Equity Shares le
to Anil V
Sukumaran
August (1,800) 10/- - Gift Transfer of 46,63,600 -0.01 [●]
27, 2025 Equity Shares
to Nithin Roy
K F
August (1,600) 10/- - Gift Transfer of 46,62,000 Negligib [●]
27, 2025 Equity Shares le
to Smitha N
G
August (1,000) 10/- - Gift Transfer of 46,61,000 Negligib [●]
27, 2025 Equity Shares le
to Eby Xavier
August (1,000) 10/- - Gift Transfer of 46,60,000 Negligib [●]
27, 2025 Equity Shares le
to Ananthu M
August (1,600) 10/- - Gift Transfer of 46,58,400 Negligib [●]
27, 2025 Equity Shares le
to Senthil
Kumar S
August (1,600) 10/- - Gift Transfer of 46,56,800 Negligib [●]
27, 2025 Equity Shares le
to Dhanush
Rajendran
August (1,500) 10/- - Gift Transfer of 46,55,300 Negligib [●]
27, 2025 Equity Shares le
to Siju K R
August (1,200) 10/- - Gift Transfer of 46,54,100 Negligib [●]
27, 2025 Equity Shares le
to Sandhya C
P
118Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
August (1,200) 10/- - Gift Transfer of 46,52,900 Negligib [●]
27, 2025 Equity Shares le
to Tintu Shibu
August (6,400) 10/- - Gift Transfer of 46,46,500 -0.02 [●]
27, 2025 Equity Shares
to Vinod S M
August (5,900) 10/- - Gift Transfer of 46,40,600 -0.02 [●]
27, 2025 Equity Shares
to Jayaraj
Balakrishnan
August (3,000) 10/- - Gift Transfer of 46,37,600 -0.01 [●]
27, 2025 Equity Shares
to K Vijayan
August (3,000) 10/- - Gift Transfer of 46,34,600 -0.01 [●]
27, 2025 Equity Shares
to George
Sleeba
August (3,000) 10/- - Gift Transfer of 46,31,600 -0.01 [●]
27, 2025 Equity Shares
to Jacob
Kuruvilla A
August (4,400) 10/- - Gift Transfer of 46,27,200 -0.01 [●]
27, 2025 Equity Shares
to Ramesh S
August (5,300) 10/- - Gift Transfer of 46,21,900 -0.02 [●]
27, 2025 Equity Shares
to Brijesh
August (3,600) 10/- - Gift Transfer of 46,18,300 -0.01 [●]
27, 2025 Equity Shares
to Praveen P
P
August (3,200) 10/- - Gift Transfer of 46,15,100 -0.01 [●]
27, 2025 Equity Shares
to Ashik V A
August (2,500) 10/- - Gift Transfer of 46,12,600 -0.01 [●]
27, 2025 Equity Shares
to Swapnil K
S
August (3,100) 10/- - Gift Transfer of 46,09,500 -0.01 [●]
27, 2025 Equity Shares
to Anjali K
August (2,200) 10/- - Gift Transfer of 46,07,300 -0.01 [●]
27, 2025 Equity Shares
to Alita Lijoy
August (3,100) 10/- - Gift Transfer of 46,04,200 -0.01 [●]
27, 2025 Equity Shares
to Kannan P
August (2,700) 10/- - Gift Transfer of 46,01,500 -0.01 [●]
27, 2025 Equity Shares
to Sreekutty
A A
119Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
per Nature of Nature of ve Post-
t/ Shares Price/Considera Pre-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre Share (₹) capital *
Shar Shares al
transfer d
e (₹)
August (3,400) 10/- - Gift Transfer of 45,98,100 -0.01 [●]
27, 2025 Equity Shares
to Joshy S
August (3,600) 10/- - Gift Transfer of 45,94,500 -0.01 [●]
27, 2025 Equity Shares
to Shaila P M
August (4,800) 10/- - Gift Transfer of 45,89,700 -0.01 [●]
27, 2025 Equity Shares
to Vipin Das
H
August (5,100) 10/- - Gift Transfer of 45,84,600 -0.02 [●]
27, 2025 Equity Shares
to Rojers P N
August (3,700) 10/- - Gift Transfer of 45,80,900 -0.01 [●]
27, 2025 Equity Shares
to Libin
Mathew
August (3,200) 10/- - Gift Transfer of 45,77,700 -0.01 [●]
27, 2025 Equity Shares
to Arun E S
August (3,600) 10/- - Gift Transfer of 45,74,100 -0.01 [●]
27, 2025 Equity Shares
to Mahesh
kanakathupaR
ambil Vijayan
August (5,000) 10/- - Gift Transfer of 45,69,100 -0.01 [●]
27, 2025 Equity Shares
to Victor M
August (4,300) 10/- - Gift Transfer of 45,64,800 -0.01 [●]
27, 2025 Equity Shares
to Suvin K V
August (3,100) 10/- - Gift Transfer of 45,61,700 -0.01 [●]
27, 2025 Equity Shares
to Feba Halus
August (6,000) 10/- - Gift Transfer of 45,55,700 -0.02 [●]
27, 2025 Equity Shares
to Deepak G
August (5,700) 10/- - Gift Transfer of 45,50,000 -0.02 [●]
27, 2025 Equity Shares
to Tania
August (5,300) 10/- - Gift Transfer of 45,44,700 -0.02 [●]
27, 2025 Equity Shares
to Praveen
Kumar P B
August (5,000) 10/- - Gift Transfer of 45,39,700 -0.01 [●]
27, 2025 Equity Shares
to Manoj C J
Septembe 1,81,58,80 10/- Nil N.A. Bonus Issue 2,26,98,50 53.80 [●]
r 25, 2025 0 0
Sub- 2,26,98,50 - - - - - 67.25 [●]
total (A) 0
120Face
Date of Number
value Cumulati % of
allotmen of Equity Issue % of
t/ Shares
per
Price/Considera
Nature of Nature of ve
Pre-
Post-
Equi considera allotment/ number Issue
acquisiti allotted/ tion per Equity Issue
ty tion transfer of Equity capit
on/ transferre
Shar
Share (₹)
Shares
capital *
al
transfer d
e (₹)
K. Chittilappilly Trust
March 16,50,000 10/- - Cash Transfer of 16,50,000 4.89 [•]
10, 2017 Equity Shares
from
Kochouseph
Thomas
Chittilappilly
August 20,000 10/- 1000 Cash Right Issue 16,70,000 0.06 [•]
21, 2025
Septemb 66,80,000 10/- Nil N.A. Bonus Issue in 83,50,000 19.79 [●]
er 25, the ratio of 4:1
2025 i.e. 4 bonus
equity shares
for every 1
fully paid-up
equity share
Sub- 83,50,000 24.74 [●]
total (B)
Total (A 3,10,48,50 92.00 [•]
+B) 0
All Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity
Shares.
Details of the transfer and acquisition of Equity Shares of our Company through secondary transaction for
the Promoters, and members of the Promoter Group.
Except as disclosed below, our Promoters and members of the Promoter Group have not transferred or acquired
Equity Shares of our Company through secondary transactions:
Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
March 10, Kochouseph K. Chittilappilly (16,50,000) 10/- N.A. Gift
2 017 Thomas Trust
Chittilappilly
March 19, Mithun Kochouseph 5,00,000 10/- N.A. Gift
2025 Kochouseph Thomas
Chittilappilly Chittilappilly
March 19, Arun K Kochouseph 5,00,000 10/- N.A. Gift
2025 Chittilappilly Thomas
Chittilappilly
March 19, Sheela Grace Kochouseph 5,00,000 10/- N.A. Gift
2025 Kochouseph Thomas
Chittilappilly
March 19, Kochouseph Bijoy Ambattu (25,500) 10/- N.A. Gift
2025 Thomas Bahuleyan
Chittilappilly
March 19, Kochouseph George Sleeba (10,000) 10/- N.A. Gift
2025 Thomas
121Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
Chittilappilly
March 19, Kochouseph Jayaraj (20,000) 10/- N.A. Gift
2025 Thomas Balakrishnan
Chittilappilly
March 19, Kochouseph Jacob Kuruvilla (10,000) 10/- N.A. Gift
2025 Thomas A
Chittilappilly
March 19, Kochouseph Giri S Nair (15,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Vijayan (10,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Vinod S M (21,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Asha Berline (5,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Biju M P (7,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Senthil Kumar S (5,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Ranjith R (9,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Dhanush (5,500) 10/- N.A. Gift
2025 Thomas Rajendran
Chittilappilly
March 19, Kochouseph Sreejith C P (6,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Akhil Kumar K (7,000) 10/- N.A. Gift
2025 Thomas K
Chittilappilly
March 19, Kochouseph Jomon Mathew (9,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Sumesh K S (9,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Nithin Roy K F (6,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Jaimon James (7,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Tintu Shibu (4,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Primal (7,000) 10/- N.A. Gift
2025 Thomas Sebastian
Chittilappilly
March 19, Kochouseph Abhinand S (7,000) 10/- N.A. Gift
2025 Thomas Vijay
Chittilappilly
122Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
March 19, Kochouseph Vinodkumar (5,500) 10/- N.A. Gift
2025 Thomas Pallathupady
Chittilappilly Babu
March 19, Kochouseph Saneesh M C (9,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Sandeep Lal K (7,500) 10/- N.A. Gift
2025 Thomas R
Chittilappilly
March 19, Kochouseph Gokul Babu S (5,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Anil V (5,000) 10/- N.A. Gift
2025 Thomas Sukumaran
Chittilappilly
March 19, Kochouseph Midhu Siju (4,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Siju K R (5,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph C Deepu (6,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Smitha N G (5,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Ananthu M (3,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Manoj Kumar (6,000) 10/- N.A. Gift
2025 Thomas M
Chittilappilly
March 19, Kochouseph Rajaram R (14,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Eby Xavier (3,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Sudheer V D (7,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Kurian Thomas (23,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Krishna Prasad (7,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Sandhya C P (4,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
March 19, Kochouseph Varun Saranga (13,500) 10/- N.A. Gift
2025 Thomas Kumar
Chittilappilly
August 27, Kochouseph Bijoy Ambattu (8,300) 10/- N.A. Gift
2025 Thomas Bahuleyan
Chittilappilly
August 27, Kochouseph Kurian Thomas (7,700) 10/- N.A. Gift
123Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
2025 Thomas
Chittilappilly
August 27, Kochouseph Giri S Nair (4,900) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Varun Saranga (4,400) 10/- N.A. Gift
2025 Thomas Kumar
Chittilappilly
August 27, Kochouseph Rajaram R (4,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Ranjith R (3,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Saneesh M C (3,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Sumesh K S (3,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Jomon Mathew (3,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Sandeep Lal K (2,400) 10/- N.A. Gift
2025 Thomas R
Chittilappilly
August 27, Kochouseph Primal (2,100) 10/- N.A. Gift
2025 Thomas Sebastian
Chittilappilly
August 27, Kochouseph Sudheer V D (2,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Abhinand S (2,100) 10/- N.A. Gift
2025 Thomas Vijay
Chittilappilly
August 27, Kochouseph Jaimon James (2,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Krishna Prasad (2,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Vinodkumar (1,600) 10/- N.A. Gift
2025 Thomas Pallathupady
Chittilappilly Babu
August 27, Kochouseph Akhil Kumar K (2,100) 10/- N.A. Gift
2025 Thomas K
Chittilappilly
August 27, Kochouseph Biju M P (2,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Sreejith C P (1,800) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Manoj Kumar (1,800) 10/- N.A. Gift
2025 Thomas M
Chittilappilly
August 27, Kochouseph C Deepu (1,800) 10/- N.A. Gift
2025 Thomas
124Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
Chittilappilly
August 27, Kochouseph Asha Berline (1,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Gokul Babu S (1,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Midhu Siju (1,300) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Anil V (1,500) 10/- N.A. Gift
2025 Thomas Sukumaran
Chittilappilly
August 27, Kochouseph Nithin Roy K F (1,800) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Smitha N G (1,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Eby Xavier (1,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Ananthu M (1,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Senthil Kumar S (1,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Dhanush (1,600) 10/- N.A. Gift
2025 Thomas Rajendran
Chittilappilly
August 27, Kochouseph Siju K R (1,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Sandhya C P (1,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Tintu Shibu (1,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Vinod S M (6,400) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Jayaraj (5,900) 10/- N.A. Gift
2025 Thomas Balakrishnan
Chittilappilly
August 27, Kochouseph Vijayan K (3,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph George Sleeba (3,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Jacob Kuruvilla (3,000) 10/- N.A. Gift
2025 Thomas A
Chittilappilly
August 27, Kochouseph Ramesh S (4,400) 10/- N.A. Gift
2025 Thomas
Chittilappilly
125Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
August 27, Kochouseph Brijesh (5,300) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Praveen P P (3,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Ashik V A (3,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Swapnil K S (2,500) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Anjali K (3,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Alita Lijoy (2,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Kannan P (3,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Sreekutty A A (2,700) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Joshy S (3,400) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Shaila P M (3,600) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Vipin Das H (4,800) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Rojers P N (5,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Libin Mathew (3,700) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Arun E S (3,200) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Mahesh (3,600) 10/- N.A. Gift
2025 Thomas Kanakathupara
Chittilappilly mbil Vijayan
August 27, Kochouseph Victor M (5,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Suvin K V (4,300) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Feba Halus (3,100) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Deepak G (6,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
August 27, Kochouseph Tania (5,700) 10/- N.A. Gift
126Transfer
No. of
Face Value of Price Per Nature of
Date of Name of Name of Equity
Equity Shares Equity Consideratio
Transfer Transferor Transferee Shares
(₹) Shares n
transferred
(₹)
2025 Thomas
Chittilappilly
August 27, Kochouseph Praveen Kumar (5,300) 10/- N.A. Gift
2025 Thomas P B
Chittilappilly
August 27, Kochouseph Manoj C J (5,000) 10/- N.A. Gift
2025 Thomas
Chittilappilly
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as on
the date of this Draft Red Herring Prospectus.
Percentage of the Equity
Number of Equity
Sr. No. Name of the Shareholder Share capital as of the date
Shares held
indicated (%)
1. Kochouseph Thomas Chittilappilly 226,98,500 67.25
2. K. Chittilappilly Trust 83,50,000 24.74
Total 3,10,48,500 92.00
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as of
10 days prior to the date of this Draft Red Herring Prospectus.
Percentage of the
Number of Equity Shares Equity Share capital as
Sr. No. Name of the Shareholder
held of the date indicated
(%)
1. Kochouseph Thomas Chittilappilly 226,98,500 67.25
2. K. Chittilappilly Trust 83,50,000 24.74
Total 3,10,48,500 92.00
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a
fully diluted basis, as of one year prior to the date of this Draft Red Herring Prospectus.
Percentage of the
Number of Equity Shares Equity Share capital as
Sr. No. Name of the Shareholder
held of the date indicated
(%)
1. Kochouseph Thomas Chittilappilly 18,50,000 37.00
2. K. Chittilappilly Trust 16,50,000 33.00
3. Mithun Kochouseph Chittilappilly 5,00,000 10.00
4. Arun K Chittilappilly 5,00,000 10.00
5. Sheela Grace Kochouseph 5,00,000 10.00
Total 50,00,000 100.00
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a
fully diluted basis, as of two years prior to the date of this Draft Red Herring Prospectus.
Percentage of the
Number of Equity Shares Equity Share capital
Sr. No. Name of the Shareholder
held as of the date
indicated (%)
1. K ochouseph Thomas Chittilappilly 18,50,000 37.00
2. K . Chittilappilly Trust 16,50,000 33.00
127Percentage of the
Number of Equity Shares Equity Share capital
Sr. No. Name of the Shareholder
held as of the date
indicated (%)
3. M ithun Kochouseph Chittilappilly 5,00,000 10.00
4. A run K Chittilappilly 5,00,000 10.00
5. S heela Grace Kochouseph 5,00,000 10.00
Total 50,00,000 100.00
The aggregate shareholding of the Promoters and Promoter Group
Percentage of the Post-
Name of the Number of Equity Percentage of the Pre-Issue
No. Issue Equity Share capital
Shareholder Shares held Equity Share capital (%)
(%)
Promoters
1 Kochouseph 2,26,98,500 67.25 [●]
Thomas
Chittilappilly
2 K. Chittilappilly 83,50,000 24.74 [●]
Trust
Sub-total (A) 3,10,48,500 92.00 [●]
P romoter Group
N.A.
Sub-total (B) Nil [●]
Total (A+B) 3,10,48,500 92.00 [●]
The number of specified securities purchased or sold by the Promoters and Promoter Group and/ or by the
Directors of our Company and their relatives in the preceding six months.
Except as disclosed in “Details of the Build-up of Promoters’ shareholding” on page 113, none of the members
of our Promoter Group, our Promoters, our directors, or their relatives have purchased or sold any securities of
our Company during the period of six months immediately preceding the date of filing of this Draft Red Herring
Prospectus.
Details of Promoters’ Contribution & lock-in
Pursuant to Regulations 14 and 16(1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully
diluted post-Issue Equity Share capital of our Company held by our Promoters shall be considered as the minimum
Promoters’ contribution and, in view of the proposed objects of the Issue, is required to be locked-in for a period
of 3 years from the date of Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of
20% of the fully diluted post-Issue Equity Share capital of our Company shall be locked in for a period of 1 year
from the date of Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’
contribution for a period of 3 years, from the date of Allotment as Promoters’ Contribution are set out below:(1)
Num
Date of allotment Date up
ber Face
of Equity Shares/ Issue / Percentage Percentage to which
Name of Number Nature Value
Transfer of Acquisition of the pre- of the post- Equity
of Equit of Equity of per
Equity Shares price per Issue paid- Issue paid- Shares
Prom y Shares transac Equity
and when made Equity up capital up capital are
oters Shar locked-in tion Share
fully paid-up/ Share (₹) (%) (%) subject to
es (₹)
Transfer lock-in
held
[•] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●]
128The Promoters have given their consent to include such number of Equity Shares held by them as may constitute
20% of the fully diluted post-Issue Equity Share capital of our Company as the Promoters’ Contribution and have
agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’
contribution from the date of filing the Red Herring Prospectus, until the expiry of the lock-in specified above, or
for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with
the SEBI ICDR Regulations. The Promoters’ Contribution has been brought in to the extent of not less than the
specified minimum lot and from the persons defined as “promoter” under the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of
Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of
the share capital held by our Promoters, see “Capital Structure - Capital Build-up of our Promoters’
Shareholding in our Company” on page 113.
In this connection, we confirm the following:
The Equity Shares issued towards minimum Promoters’ contribution have not been acquired during the three
immediately preceding years (a) for consideration other than cash and revaluation of assets or capitalization of
intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves or unrealized profits of our
Company or from a bonus issue against Equity Shares, which are otherwise ineligible for computation of
Promoters’ contribution;
The Equity Shares issued towards minimum Promoters’ contribution have not been acquired by our Promoters
during the year immediately preceding the date of this Draft Red Herring Prospectus at a price lower than the
Issue Price;
The Equity Shares forming part of the Promoters’ contribution are not subject to any pledge; and
All Equity Shares held by our Promoters are in dematerialized form as of the date of this Draft Red Herring
Prospectus.
Further, our Company has not been formed by conversion of a partnership firm or a limited liability partnership
firm into a company and hence, no Equity Shares have been issued in the one year immediately preceding the date
of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or limited liability
partnership.
Details of Equity Shares locked-in for one year
In addition to the Equity Shares proposed to be locked-in as part of the minimum Promoters’ contribution and the
Promoter’s shareholding in excess of 20% of the fully diluted post-Issue Equity Share capital of our Company
which shall be locked in for a period of one year from the date of Allotment. As prescribed under the SEBI ICDR
Regulations, the entire pre-Issue Equity Share capital of our Company(except the shareholding of our Promoters)
will be locked-in for a period of six months from the date of Allotment of Equity Shares in the Issue, in accordance
with Regulations 16(1)(b) and 17 of the SEBI ICDR Regulations except the following: (i) the Equity Shares that
are held by any VCFs, AIFs (category I or category II) or FVCIs subject to the conditions set out in Regulation
17 of the SEBI ICDR Regulations, provided that such Equity Shares will be locked-in for a period of at least six
months from the date of purchase by the VCFs, AIF (category I or category II) or FVCI;
Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment, and the remaining 50% of the Equity Shares Allotted to Anchor
Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
Other requirements in respect of lock-in:
Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be recorded by
relevant depositories.
129Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters may
be pledged only with scheduled commercial banks or public financial institutions or a systemically important
NBFC or a housing finance company as collateral security for loans granted by such scheduled commercial bank
or public financial institution or systemically important NBFC or housing company, provided that specified
conditions under the SEBI ICDR Regulations are complied with. However, the relevant lock-in period shall
continue pursuant to the invocation of the pledge referenced above, and the relevant transferee shall not be eligible
to transfer the Equity Shares till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to and among our
Promoters and any member of the Promoter Group, or to a new promoter of our Company and the Equity Shares
held by any persons other than our Promoters, which are locked-in in accordance with Regulation 17 of the SEBI
ICDR Regulations, may be transferred to and among such other persons holding specified securities that are locked
in, subject to continuation of the lock-in in the hands of the transferee for the remaining period and compliance
with the SEBI Takeover Regulations, as applicable.
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
directors, and their relatives have financed the purchase by any other person of securities of our Company other
than in the normal course of the business of the financing entity, during a period of six months preceding the date
of filing of this Draft Red Herring Prospectus.
Except for the allotment of Equity Shares pursuant to the Issue, our Company presently does not intend or propose
to alter its capital structure for a period of six months from the Issue Opening Date, by way of split or consolidation
of the denomination of Equity Shares, or by way of further issue of Equity Shares (including issue of securities
convertible into or exchangeable, directly or indirectly for Equity Shares), whether on a preferential basis, or by
way of issue of bonus shares, or on a rights basis, or by way of further public issue of Equity Shares, or otherwise.
However, if our Company enters into acquisitions, joint ventures or other arrangements, our Company may,
subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as
currency for acquisitions or participation in such joint ventures.
Our Company, our Directors and the Book Running Lead Manager have no existing buy-back arrangements or
any other similar arrangements for the purchase of Equity Shares being offered through the Issue.
There will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from filing of this Draft Red Herring Prospectus
with SEBI until the Equity Shares have been listed on the Stock Exchanges or refund of application monies other
than in connection with the Issue
As on the date of this Draft Red Herring Prospectus, the Company does not have any shareholders entitled with
right to nominate Directors or any other rights.
.
All Equity Shares offered pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. Further, our Promoters have not
pledged any of the Equity Shares that they hold in our Company.
As on the date of this Draft Red Herring Prospectus, the Book Running Lead Manager and their respective
associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992)
do not hold any Equity Shares of our Company. Further, none of the Shareholders, the Company, its Promoters,
its Directors, its Key Managerial Personnel and Senior Management, its Group Company or members of its
Promoter Group are directly/indirectly related with the Book Running Lead Manager and their associates. The
Book Running Lead Manager and their affiliates may engage in the transactions with and perform services for our
Company in the ordinary course of business or may in the future engage in commercial banking and investment
banking transactions with our Company for which they may in the future receive customary compensation.
There are no outstanding convertible securities, options or rights to convert debentures, loans or other instruments
into Equity Shares as on the date of this Draft Red Herring Prospectus.
130The Promoters and members of our Promoter Group will not participate in the Issue and will not receive any
proceeds from the Issue.
No person connected with the Issue, including, but not limited to, the Book Running Lead Manager, the members
of the Syndicate, our Company and Directors shall offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any Investor for making an Application.
There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company
shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Our Company has not undertaken any public issue of securities since its incorporation.
Our Company is in compliance with the Companies Act, 2013, to the extent applicable, with respect to issuance
of Equity Shares from the date of incorporation of our Company till the date of filing of this Draft Red Herring
Prospectus.
Our Company shall ensure that all transactions in securities by the Promoters and Promoter Group between the
date of filing of the draft issue document or issue document, as the case may be, and the date of closure of the
Issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions.
131OBJECTS OF THE ISSUE
This Issue comprises of Fresh Issue of up to [●] Equity Shares of face value of ₹ 10/- each, aggregating to up to
₹25,000 lakhs by our Company. The proceeds from the Issue, i.e. gross proceeds of the Issue after deducting Issue
related expenses are estimated to be ₹ [●] lakhs (the “Net Proceeds”).
The Net Proceeds are proposed to be utilised for the following objects:
1. Funding a part of the expense to be incurred in the development of our Ongoing Projects and Upcoming
Projects;
2. Acquisition of identified land parcel for development of residential real estate projects; and
3. Funding unidentified acquisition of land and general corporate purposes.
(Collectively, referred to herein as the “Objects” or “Objects of the Issue”)
We believe that listing our equity shares on the Stock Exchanges will significantly enhance our corporate image
and increase the visibility of our brand. Additionally, it will provide our Company with the benefits associated
with being listed, such as improved access to capital markets and increased credibility with stakeholders.
The listing will also establish a public trading market for our equity shares, providing liquidity for our investors
and potentially broadening our shareholder base.
The main objects and the objects necessary for furtherance of the main objects of our Memorandum of Association
enable our Company (i) to undertake our existing business activities; and (ii) the activities proposed to be funded
from the Net Proceeds
Net Proceeds
The details of the Net Proceeds from the Issue are summarized in the following table:
Estimated Amount
Particulars
(₹ in lakhs)
Gross Proceeds from the Issue up to ₹25,000.00
Less: Issue related expenses(1)(2) [●]
Net Proceeds(3) [●]
(1)See “Issue Related Expenses” below
(2)To be determined after finalization of the Issue Price and updated in the Prospectus prior to filing with the RoC.
Utilisation of Net Proceeds
Requirement of Fund and Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilized in accordance with the details provided in the table below:
Particulars Amount (₹ in lakhs)
Funding a part of the expense to be incurred in the development of our Ongoing 11,159.56
Projects and Upcoming Projects
Acquisition of identified land parcel for development of residential real estate 1,849.03
projects
Funding unidentified acquisition of land and general corporate purposes(1) [●]
Net Proceeds (2) [●]
(1) The amount to be utilised for funding unidentified acquisition of land parcel for undertaking residential real estate projects and general
corporate purposes shall not individually exceed 25% of the Gross Proceeds respectively and will not collectively exceed 35% of the
Gross Proceed.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
Proposed schedule of Implementation and Utilization of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth below:
(₹ in lakhs)
132Estimated Estimated deployment of
Total
Amount utilization Net Proceeds in
Particulars estimated
deployed from Net
cost Fiscal 2026 Fiscal 2027
Proceeds
Funding a part of the expense to be 80,619.30 26,190.97 11,159.56 - 11,159.56
incurred in the development of our
Ongoing Projects and Upcoming
Projects
Acquisition of identified land parcel 2,250.53 401.50 1,849.03 - 1,849.03
for development of residential real
estate projects
Funding unidentified acquisition of [●] [●] [●] - [●]
land and general corporate
purposes(1)
Net Proceeds (2) [●] [●] [●] - [●]
(1) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount to
be utilised for funding unidentified acquisition of land parcel for undertaking residential real estate projects and general
corporate purposes shall not individually exceed 25% of the Gross Proceeds respectively and will not collectively exceed 35% of
the Gross Proceed.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are
based on our current business plan, management estimates, prevailing market conditions and other commercial
and technical factors. However, such fund requirements and deployment of funds have not been appraised by any
bank, or financial institution. See ‘Risk Factor - Our funding requirements and the proposed deployment of Net
Proceeds have not been appraised by any bank or financial institution or any other independent agency and
our management will have broad discretion over the use of the Net Proceeds on page 68. The current estimates
and specifications in relation to our funding requirements and utilisation of proceeds are based on prevailing
financial and market conditions, competitive dynamics, our business strategy, the current status of
implementation, approved designs and layouts of our planned residential projects, applicable regulatory
requirements, management estimates, valid quotations and work orders received from suppliers and vendors, and
other relevant commercial and technical considerations, which are subject to change from time to time. We may
have to revise our funding requirements and deployment due to a variety of factors, such as our financial condition,
business and strategies, competitive landscape, negotiation with vendors, variation in cost estimates (including
those due to the passage of time), incremental pre-operative expenses, general factors affecting our results of
operations, financial condition and access to capital, and other external factors, such as changes in the business
environment or regulatory laws, which may not be within the control of our Company. For further details, see
“Risk Factors - We cannot assure you that the Objects of the Issue will be achieved within the expected time
frame, or at all, and any variation in the utilization of the Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval” on page 48.
Further, in the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Issue during the
period stated above due to any reason, including (i) the timing of completion of the Issue; (ii) market conditions
outside the control of our Company; (iii) any other economic, business and commercial considerations, the
remaining Net Proceeds shall be utilized in next fiscal year in accordance with applicable laws. This may also
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 laws. Further, our
management will have discretion in the deployment of a portion of the Net Proceeds of the Issue, subject to
applicable laws and regulation.
Subject to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed
deployment, such balance will be used for funding other existing Objects, if necessary and/or towards unidentified
acquisition of land parcel for undertaking residential real estate projects and general corporate purposes (to the
extent that the total amount to be utilized towards unidentified acquisition of land parcel for undertaking
residential real estate projects and general corporate purposes will not individually exceed 25% of the Gross
Proceeds, respectively, and will not collectively exceed 35% of the Gross Proceeds), subject to applicable laws.
Subject to applicable laws, in the event of any increase in the actual utilization of funds earmarked for the purposes
set forth above, such additional funds for a particular activity will be met by way of means available to us,
133including from internal accruals and any additional equity and/or debt arrangements.
Means of Finance.
The total estimated cost for our 6 Ongoing Projects and 2 Upcoming Projects is approximately ₹ 80,619.30 lakh.
We intend to fund the estimated cost of Ongoing and Upcoming Projects as follows:
(₹ in lakhs)
Particulars Amount
Total estimated cost of the construction of our Ongoing and Upcoming Projects (A) 80,619.30
(less) Amount deployed as at October 31, 2025 (B) 26,190.97
Balance amount for construction of our Ongoing and Upcoming Projects (C=A-B) 54,428.33
Amount to be funded by infusion of Net Proceeds (D) 11,159.56
Balance amount after deducting Net Proceeds (E=C-D) 43,268.77
Finance to be arranged of 75% of the Balance Amount (F) 32,451.57
Amount proposed to be funded through Internal Accruals (G) 17,722.59
Loan Sanctioned against the projects for which funds are raised (H) 14,728.98
As certified by Statutory Auditors, by way of their certificate dated December 29, 2025.
The entire fund requirements yet to be funded for the above Projects are proposed to be entirely funded from the
Net Proceeds, internal accruals and loan sanctioned. Accordingly, we are in compliance with the requirements
prescribed under Paragraph 9(C)(1) of Part A of Schedule VI and Regulation 7(1)(e) of the SEBI ICDR
Regulations which require firm arrangements of finance to be made through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised through the Issue and existing internal
accruals. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked for
the Objects, our Company may explore a range of options including utilizing our internal accruals.
Details of the Objects of the Issue
1. Funding a part of the expense to be incurred in the development of our Ongoing Projects and
Upcoming Projects (“Funding Development Expenses”)
We are a real estate development company engaged in the planning, development and sale of residential
apartment projects in the state of Kerala, India. Our projects are developed in accordance with the
applicable provisions of RERA. We operate under our brand name ‘Veegaland Homes’ and as on date of
this Draft Red Herring Prospectus, we have undertaken projects in Kochi, Thiruvananthapuram,
Kozhikode and Thrissur in the state of Kerala, India. Our projects are developed across our mid-premium,
premium, ultra-premium, luxe-series and ultra-luxury residential segments and are implemented in
accordance with the applicable provision of RERA. For details relating to our segments of the Projects,
see “Our Business – Our Projects” on page 227.
As on October 31, 2025, our project portfolio consists of nine (9) Ongoing Projects and four (4)
Upcoming Projects. For details, see “Our Business – Our Projects – Ongoing Projects” on page 229
and “Our Business – Our Projects – Upcoming Projects” on page 231.
Out of the Net Proceeds, we propose to utilise an aggregate amount of ₹11,159.56 lakh towards part-
funding the construction and development costs of eight (8) residential real estate projects comprising of
six (6) of our Ongoing Projects and two (2) Upcoming Projects, in the state of Kerala.
The proposed utilisation of the Net Proceeds towards these Ongoing Project and Upcoming Projects is
intended to support ongoing construction activities, meet project-specific funding requirements, facilitate
timely execution, and ensure completion of such projects in accordance with their respective RERA-
registered timelines.
Set out below are brief details of the Ongoing Projects and Upcoming Projects proposed to be part-funded
from the Net Proceeds. These projects have been identified by our management after taking into account
factors such as their stage of development, timelines for completion and alignment with our overall
134business strategy.
A. Ongoing Projects proposed to be part-funded from the Net Proceeds
Name of Location Segment Saleable Area Date of Estimated % of
Project Area* sold as Commencement Date of Saleable
(sq. ft.) on / RERA completion Area
October Registration (RERA) sold as
31, 2025 on
(Sq. Ft.) October
31, 2025
Green Thiruvananthapuram, Premium 1,51,778 1,25,735 July 27, 2023 June 30, 82.84%
Capitol Kerala 2028
Maybell Kochi, Kerala Premium 1,48,860 1,48,860 September 23, December 100.00%
2023 31, 2027
Green Kochi, Kerala Ultra- 2,77,907 2,71,469 October 16, August 30, 97.68%
Heights Premium 2023 2028
Queens Kochi, Kerala Ultra- 89,639 58,263 September 10, October 31, 65.00%
Park Premium 2024 2028
Casabella Kochi, Kerala Premium 1,70,852 1,11,202 June 20, 2025 June 30, 65.09%
2029
Flora Kochi, Kerala Luxe 94,039 35,520 July 30, 2025 November 37.77%
30, 2029
Total - - 9,33,075 7,51,049 - - -
*Saleable Area refers to the total area of a residential unit on which the consideration is charged to the purchaser and generally includes the
carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of common areas such as corridors,
lobbies, recreational facilities and service areas.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
Set out below are details of estimated completion timelines and construction progress of our Ongoing Projects as
on September 30, 2025:
Name of Project Location Estimated Date of % of completion of
Completion (RERA) construction
Elanza Thrissur, Kerala November 30, 2026 78.74
Symphony Kozhikode, Kerala July 31, 2027 74.50
Green Capitol Thiruvananthapuram, Kerala June 30, 2028 59.85
Maybell Kochi, Kerala December 31, 2027 40.80
Green Heights Kochi, Kerala August 30, 2028 41.09
Green Fort Kochi, Kerala August 31, 2027 48.83
Queens Park Kochi, Kerala October 31, 2028 33.19
Casabella Kochi, Kerala June 30, 2029 22.93
Flora Kochi, Kerala November 30, 2029 25.28
B. Upcoming Projects proposed to be part-funded from the Net Proceeds
Name of Project Location Type of Estimated Saleable Status as on
Development Area* (sq. ft.) October 31, 2025
Lluvia Garden Thiruvananthapuram, Luxe 3,23,208 Building permit
Kerala approved. Applied
for RERA Approval
Serene Thripunithura, Premium 1,05,146 RERA approval
(Kochi), Kerala received.
Total 4,28,354
*Estimated Saleable Area refers to the total area of a residential unit on which the consideration is proposed to be charged to the purchaser
and generally includes the carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of
common areas such as corridors, lobbies, recreational facilities and service areas.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
135Estimated project cost, utilisation and deployment of funds
The total estimated cost to be incurred towards completion of the above stated Ongoing and Upcoming Projects
is ₹80,619.30 lakh, out of which an amount of ₹26,190.98 lakh had been incurred as on October 31, 2025. The
balance amount of ₹54,428.33 lakh remains to be incurred towards completion of these projects.
Out of the aforesaid balance amount, we propose to utilise ₹11,159.56 lakh from the Net Proceeds towards part-
funding the development of our above detailed Ongoing Projects and Upcoming Projects. The proposed
₹11,159.56 lakh from the Net Proceeds will primarily be utilised towards part funding the construction and
development costs of such projects. We will not purchase any second hand or pre-used material from the Net
Proceeds.
The fund requirements, deployment of funds and the intended utilisation of the Net Proceeds under this object
have been determined based on management estimates, current and valid quotations, work orders received from
suppliers and vendors, and other relevant commercial and technical considerations.
Breakup of estimated cost and estimated deployment
Set out below is the project-wise break-up of the estimated cost, amount incurred, balance cost to be incurred,
proposed utilisation from the Net Proceeds and estimated deployment of Net Proceeds:
(₹ in lakhs, unless otherwise stated)
Amount Balance Amount
Total estimated Estimated
Ongoing/ already estimated to be
Project cost to be % of Net Deployment of
Upcoming deployed as project funded
Name incurred towards Proceeds Net Proceeds
Projects on October cost yet to from Net
completion in Fiscal 2027
31, 2025 be funded Proceeds
Green Ongoing 9,353.83 5,598.57 3,755.26 537.67 4.82 537.67
Capitol
Maybell Ongoing 8,198.13 3,345.23 4,852.90 1,031.00 9.24 1,031.00
Green Ongoing 14,368.34 6,028.92 8,339.42 1,438.05 12.89 1,438.05
Heights
Queens Ongoing 5,632.00 1,869.35 3,762.65 600.00 5.38 600.00
Park
Casabell Ongoing 9,635.00 2,209.59 7,425.41 1,691.00 15.15 1,691.00
a
Flora Ongoing 6,471.00 1,636.12 4,834.88 1,434.45 12.85 1,434.45
Lluvia Upcoming 20,826.00 4,610.32 16,215.68 3,136.36 28.10 3,136.36
Garden
Serene Upcoming 6,135.00 892.87 5,242.13 1,291.03 11.57 1,291.03
Total - 80,619.30 26,190.97 54,428.33 11,159.56 100.00 11,159.56
As certified by Statutory Auditors, by way of their certificate dated December 29, 2025.
As we are engaged in the real estate development business, construction activities in respect of our
Ongoing Projects have already commenced and are being executed in a phased manner. Accordingly, we
intend to utilise a portion of the Net Proceeds towards funding construction and development activities
that are yet to be undertaken in respect of both our Ongoing Projects and our Upcoming Projects, for
which quotations have been obtained from third-party suppliers and vendors and a portion of the
estimated costs of such activities is proposed to be funded from the Net Proceeds. For details, see
Schedule I, below.
Further, in respect of certain construction and development activities relating to our Ongoing Projects
where work has already commenced, we have issued work orders and costs are being incurred on an
ongoing basis. A portion of the costs to be incurred pursuant to such work orders is also proposed to be
funded from the Net Proceeds. For details, see Schedule II, below.
136Schedule I : Set out below are details of the estimated costs to be incurred towards construction and
development activities yet to be undertaken for the Ongoing Projects and Upcoming Projects, along with
the amounts proposed to be utilised from the Net Proceeds and the related quotations received from
third-party suppliers and vendors.
(₹ in lakhs)
Amount
Validity
Estimate to be Date of Quotatio
Nature Descripti Name of of
Project d total utilized quotatio n
of cost on vendor quotatio
cost from Net n Amount
n
proceeds
Green CP CP & 108.95 50.00 Vikas October Decembe 108.95
Capitol Sanitary Sanitary Sanitaries 02, 2024 r 31,
fittings stores 2025
(Hansgroh
e)
Maybel Civil Cement – 183.60 81.00 Zion Novemb June 30, 81.00
l Work Grade Agencies er 13, 2026
PPC/ OPC 2025
Green CP CP & 153.63 153.63 Vikas October October 153.63
Heights Sanitary Sanitary Sanitaries 07, 2024 07, 2026
fittings Stores
(Jaquar)
Casabel Civil Steel - FE 932.09 333.00 Vitson Novemb May 13, 333.00
la Work 550/550D Steel Corp er 13, 2026
Grade (P) Ltd, 2025
Civil Cement – 335.00 108.00 Zion Novemb June 30, 108.00
Work Grade Agencies er 13, 2026
PPC/ OPC 2025
Flo ra Civil Civil 1,877.56 1,008.63 Creative Novemb February 1,877.56
Work Work - Builders er 17, 17, 2026
RCC, & 2025
Block Contractor
work, s
Plastering
&
Flooring
Civil Steel - FE 617.70 335.22 Vitson Novemb May 13, 335.22
Work 550/550D Steel Corp er 13, 2026
Grade (P) Ltd, 2025
Civil Cement – 176.75 90.60 Zion Novemb June 30, 90.60
Work Grade Agencies er 13, 2026
PPC/ OPC 2025
Lluvia Civil Civil 5,275.97 2,162.58 Align Novemb August 5,275.97
Garden Work Work - Builders er 19, 19, 2026
RCC, TVM 2025
Block
work,
Plastering
&
Flooring
Civil Steel - FE 1,745.93 698.37 Vitson Novemb May 22, 888.11
Work 550/550D Steel Corp er 22, 26
Grade (P) Ltd 2025
Civil Cement – 527.44 275.40 Zion Novemb June 30, 275.40
Work Grade Agencies er 22, 2026
PPC/ OPC 2025
137Amount
Validity
Estimate to be Date of Quotatio
Nature Descripti Name of of
Project d total utilized quotatio n
of cost on vendor quotatio
cost from Net n Amount
n
proceeds
Sere ne Civil Civil 1,703.34 1,069.58 Arching Novemb May 17, 1,703.34
Work Work - Infratech er 17, 2026
RCC, 2025
Block
work,
Plastering
&
Flooring
Civil Steel - FE 560.91 221.45 Vitson Novemb May 13, 221.45
Work 550/550D Steel Corp er 13, 2026
Grade (P) Ltd, 2025
Total 14,198.87 6,587.46 11,452.2
3
*Inclusive of goods and services tax @18%
^Rounded off.
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red
Herring Prospectus. We cannot assure you that the vendors would be engaged to eventually supply the
material at the same costs. Further, the purchase of material and the proposed deployment is subject to
final terms and conditions agreed with the supplier including the finalization of price, payment/credit
terms, delivery schedule, technology advancement and other market factors prevailing at that time. The
quantity of material to be purchased is based on the current management estimates. Any increase in costs
in excess of the estimated cost shall be funded from the general corporate purpose, debt arrangements or
through internal accruals.
Our Promoter, the members of our Promoter Group, Directors, Key Managerial Personnel, Senior
Management and the Group Company do not have any interest in the proposed acquisition of the material
or in the entity from whom we have obtained quotations for such proposed acquisition of the material
and our Company has confirmed that such entities do not form part of the members of our Promoter
Group or Group Company.
Schedule II: Set out below are the details of construction and development activities of our Ongoing
Projects in respect of which work orders have been issued, costs are being incurred on an ongoing basis,
and a portion of such costs is proposed to be funded from the Net Proceeds :
(₹ in lakhs)
Amount Estimat
Estim
to be Date of ed date work
Nature ated Name of
Project Description utilized Work of order
of cost total vendor
from Net order Comple Amount
cost
proceeds tion
Green Civil Civil Work - 2,509. 387.67 Vellayil February Februar 2,509.70
Capitol Work RCC, Block 70 Construct 10, 2024 y 10,
work, ions 2026
Plastering &
Flooring
Joinery Supply & 191.09 100.00 Rainbow May 15, March 191.09
Fabricati Installation of Hi-Fabs 2025 25, 2027
on UPVC & &
aluminium Contracto
Joinery rs
Maybel Civil Civil Work - 2,394. 800.00 Kap March March 2,394.97
l Work RCC, Block 97 (India) 25, 2024 25, 2026
work, Projects
Plastering & And
Flooring Construct
138Amount Estimat
Estim
to be Date of ed date work
Nature ated Name of
Project Description utilized Work of order
of cost total vendor
from Net order Comple Amount
cost
proceeds tion
ions Pvt.
Ltd.
Electrica Supply & 81.88 50.00 Mitsubish February Decemb 81.88
l installation of i Elevator 17, 2025 er 30,
Elevator India Pvt. 2026
Ltd.
Joinery Supply & 134.55 100.00 Rainbow July 16, March 134.55
Fabricati Installation of Hi-Fabs 2025 31, 2027
on UPVC & &
aluminium Contracto
Joinery rs
Green Civil Civil Work - 4,517. 1,084.42 Vellayil February May 15, 4,517.01
Heights Work RCC, Block 01 Construct 15, 2024 2026
work, ions
Plastering &
Flooring
Joinery Supply & 265.34 100.00 George January May 15, 265.34
Fabricati Installation of Projects 01, 2025 2027
on UPVC & Pvt. Ltd.
aluminium
Joinery
Electrica Supply & 172.63 100.00 Mitsubish February Decemb 172.63
l installation of i Elevator 17, 2025 er 30,
Elevator India Pvt. 2026
Ltd
Queens Civil Civil Work - 1,507. 600.00 PMK February Novemb 1,507.18
Park Work RCC, Block 18 Contracto 10, 2025 er 10,
work, rs 2026
Plastering & Pvt.Ltd.
Flooring
Casabel Civil Civil Work - 2,513. 1,250.00 Arching Novembe Novemb 2,513.96
la Work RCC, Block 96 Infratech r 15, 2025 er 15,
work, 2027
Plastering &
Flooring
Total 14,288 4,572.09 14,288.3
.31 1
The word order against all quotations received from the vendors mentioned above were awarded as on
the date of this Draft Red Herring Prospectus. The quantity of material to be purchased is based on the
current management estimates. Any increase in costs in excess of the estimated cost shall be funded from
the general corporate purpose, debt arrangements or through internal accruals.
The amount proposed to be utilised from the Net Proceeds, based on the quotations received, has been
determined by the management after taking into account that the project is expected to be partially funded
through the Company’s internal accruals and/or sanctioned borrowings prior to the receipt of funds from
the Issue. Accordingly, the Company has proposed to utilise only a portion of the Net Proceeds of the
Issue towards the expenditures covered by the aforesaid quotations.
Our Promoter, the members of our Promoter Group, Directors, Key Managerial Personnel, Senior
Management and the Group Company do not have any interest in the proposed acquisition of the material
or in the entity from whom we have obtained quotations for such proposed acquisition of the material
and our Company has confirmed that such entities do not form part of the members of our Promoter
Group or Group Company.
Government and Statutory Approvals
139Set out below is the project wise list of material government and statutory approvals obtained by the
Company as on the date of the DRHP:
Sr. Particulars Issuing Authority Reference No. Date of Expiry
No. Issue Date
Casabella
Site May 13, May 12,
Thrikkakara
approval and 2025 2030
1 Municipality BP/17846/2025
Building
Ernakulam
Permit
Civil
Airports Authority of February
2 Aviation CIAL/SOUTH/B/020525/1543485 NA
India 19, 2025
NOC
Department of Fire April 3, April 2,
and Rescue Services 2024 2039
3 Fire NOC FRS/07/TKRA/30531/2025/SITE
Government of
Kerala
Southern Naval March 6, March 5,
4 Naval NOC AO/1505/HC
Command Kochi 2025 2030
Kerala State
April 1, March 1,
5 PCB NOC Pollution Control KSPCB/ER1/ICE/10095666/2025
2025 2030
Board
Certification
of
Registration Kerala Real Estate June 20, June 30,
6 K-RERA/PRJ/ERN/074/2025
of Real Regulatory Authority 2025 2029
Estate
project
Green Heights
Site
Tripunithura
approval and September September
1 Municipality PW4/BA-255/2022-23
Building 8, 2023 7, 2028
Ernakulam
Permit
Civil
Airports Authority of October October
2 Aviation CIAL/SOUTH/B/092922/700435
India 17, 2022 16, 2030
NOC
Department of Fire
and Rescue Services March 3, March 2,
3 Fire NOC FRS/07/TPRA/13183/2022/SITE
Government of 2023 2028.
Kerala
Southern Naval December December
4 Naval NOC AO/1356/HC
Command Kochi 26, 2022 25, 2027
Kerala State
February February
5 PCB NOC Pollution Control KSPCB/ER1/ICE/10015996/2023
11, 2023 1, 2028
Board
Certification
of
Registration Kerala Real Estate October August 30,
6 K-RERA/PRJ/ERN/182/2023
of Real Regulatory Authority 16, 2023 20 28
Estate
project
Maybell
Site
Thrikkakara
approval and September September
1 Municipality TP3-BA-12/2023
Building 7, 2023 6, 2028
Ernakulam
Permit
140Civil
Airports Authority of May 31, Not
2 Aviation CIAL/SOUTH/B/052023/758418
India 2023 Applicable
NOC
Department of Fire
and Rescue Services August 10, August 9,
3 Fire NOC FRS/07/TKRA/17381/2023/SITE
Government of 2023 2028
Kerala
Southern Naval July 18, July 17,
4 Naval NOC AO/1414/HC
Command Kochi 2023 2028
Kerala State
August 3, August 2,
5 PCB NOC Pollution Control KSPCB/ER1/ICE/10029405/2023
2023 2028
Board
Certification
of
Registration Kerala Real Estate September December
6 K-RERA/PRJ/ERN/170/2023
of Real Regulatory Authority 23, 2023 31, 2027
Estate
project
Queens Park
Site
Kochi Municipal
approval and August 8, August 7,
1 Corporation BP/7642/2024
Building 2024 2029
Ernakulam
Permit
Civil
Airports Authority of June 4, Not
2 Aviation CIAL/SOUTH/B/052424/1039781
India 2024 Applicable
NOC
Department Of Fire
and Rescue Services July 15, July 14,
3 Fire NOC FRS/07/EKM/24525/2024/SITE
Government of 2024 2029
Kerala
Southern Naval July 3, July 2,
4 Naval NOC AO/1466/HC
Command Kochi 2024 2029
Kerala State
July 15, April 30,
5 PCB NOC Pollution Control KSPCB/ER1/ICE/10068449/2024
2024 2029
Board
Certification
of
Registration Kerala Real Estate September October
6 K-RERA/PRJ/ERN/181/2024
of Real Regulatory Authority 10, 2024 31, 2028
Estate
project
Green Capitol
Site
Thiruvananthapuram
approval and ZAE/BA/138/2022, March 17, March 16,
1 Municipal
Building (ZAE/4667/2022) 2023 2028
Corporation
Permit
Civil
Airports Authority of October October
2 Aviation THIR/SOUTH/B/082622/695106
India 11, 2022 10, 2030
NOC
Department of Fire
and Rescue Services January January
3 Fire NOC FRS/01/KKTM/12362/2022/SITE
Government of 25, 2023 24, 2028
Kerala
Kerala State
December October
4 PCB NOC Pollution Control KSPCB/TV/ICE/10014773/2022
28, 2022 31, 2027
Board
141Certification
of
Registration Kerala Real Estate July 27, June 30,
5 K-RERA/PRJ/TVM/130/2023
of Real Regulatory Authority 2023 2028
Estate
project
Flora
Site
Kochi Municipal
approval and June 17, June 16,
1 Corporation BP/35189/2025
Building 2025 2030
Ernakulam
Permit
Civil
Airports Authority of February Not
2 Aviation CIAL/SOUTH/B/020525/1543489
India 19, 2025 Applicable
NOC
Department Of Fire
and Rescue Services May 5, May 4,
3 Fire NoC FRS/07/ELR/30862/2025/SITE
Government of 2025 2030
Kerala
Southern Naval March 6, March 5,
4 Naval NOC AO/1506/HC
Command Kochi 2025 2030
Kerala State
May 13, May 4,
5 PCB NOC Pollution Control KSPCB/ER1/ICE/10095667/2025
2025 2030
Board
Certification
of
Registration Kerala Real Estate July 30, November
6 K-RERA/PRJ/ERN/0972025
of Real Regulatory Authority 2025 30, 2029
Estate
project
Serene
Site
Tripunithura
approval and November November
1 Municipality BP/114107/2025
Building 3, 2025 2, 2030
Ernakulam
Permit
Department Of Fire
and Rescue Services July 15, July 14,
2 Fire NOC FRS/07/TPRA/32734/2025/SITE
Government of 2025 2030
Kerala
Southern Naval April 22, April 21,
3 Naval NOC AO/1517/HC
Command Kochi 2025 2030
Kerala State
July 18, May 1,
4 PCB NOC Pollution Control KSPCB/ER1/ICE/10099990/2025
2025 2030
Board
Certification
of
Registration Kerala Real Estate December March 31,
5 K-RERA/PRJ/ERN/166/2025
of Real Regulatory Authority 7, 2025 2030
Estate
project
Lluvia Garden
Site
Thiruvananthapuram
approval and December December
1 Municipal BP/133928/2025
Building 6, 2025 5, 2030
Corporation
Permit
Civil
Airports Authority of November November
2 Aviation THIR/SOUTH/B/090124/1205072
India 5, 2024 4, 2032
NOC
142Department of Fire
and Rescue Services February February
3 Fire NOC FRS/01/CHK/28808/2024/SITE
Government of 11, 2025 10, 2030
Kerala
Kerala State
March 7, February
4 PCB NOC Pollution Control KSPCB/TV/ICE/10079996/2025
2025 28, 2030
Board
We have obtained the requisite approvals mentioned above that are required up to this stage. However,
as construction work progresses, we may need to procure additional approvals, for which our Company
will apply at the appropriate stage of construction.
2. Acquisition of identified land parcel for development of residential real estate projects
As a part of our growth strategy, we continue to focus on acquiring land for development of residential
real estate projects for developing new residential projects. For a real estate company, such as us, land is
the basic raw material and the timely identification and acquisition of suitable land parcels or
development rights on a continuous basis is critical to sustaining and expanding our business operations
and project pipeline.
We follow a structured and disciplined approach to land sourcing, combining outright land acquisition
with selective participation in JDAs with landowners enabling both control-led expansion and capital-
efficient growth. This approach allows us to secure development-ready land in micro-markets with end-
user demand across Kochi, Thrissur, Thiruvananthapuram and Kozhikode.
The table below provides the split between Saleable Area acquired through outright purchase and JDAs
for our Completed Projects, Ongoing Projects and Upcoming Projects as of October 31, 2025:
Mode of Completed Projects Ongoing Projects Upcoming Projects
Acquisition Saleable Percentage Saleable Percentage Saleable Percentage
of land Area (Lakh of Total Area (Lakh of Total Area (Lakh of Total
Square Feet) Saleable Square Feet) Saleable Square Feet) Saleable
Area (%) Area (%) Area (%)
Outright 7.70 69.68 11.16 88.08 7.65 100
Purchase
JDAs 3.35 30.32 1.51 11.92 - -
Total 11.05 100 12.67 100 7.65 100
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
As of date of this Draft Red Herring Prospectus, we maintain land reserves aggregating 7.20 acres across
in Kochi and Thiruvananthapuram, Kerala, which provide the foundation for our medium- and long-term
development pipeline.
Land identification is the starting point of our development lifecycle. Our process begins with a
continuous assessment of emerging micro-markets based on factors such as urbanisation patterns,
infrastructure improvements, transportation connectivity, availability of social amenities, medical
infrastructure, historical absorption trends and regulatory clarity. We identify potential land parcels
through site visits, satellite imagery, enquiries with landowners, interactions with brokers, review of
government notifications and incoming proposals received by us.
Once a land parcel is shortlisted, the projects, marketing and finance teams jointly assess its development
suitability. This assessment includes analysis of topography, access roads, slope and natural drainage
patterns, proximity to utilities such as water and electricity, and review of local development plans. The
land is assessed not only for buildable area but also for likely feasibility of biophilic features, landscaping
layouts, podium levels, ingress and egress requirements, and tower positioning. Multiple visits are
undertaken to verify the physical condition of the land and local living patterns to assess customer appeal
and market alignment.
143Based on the above evaluation framework, we continuously endeavour to identify key locations through
outright land acquisitions as well as joint development arrangements. As on the date of this Draft Red
Herring Prospectus, we primarily propose to acquire land within the State of Kerala, where we have an
established presence and market understanding.
The costs of acquiring land varies depending on factors such as, prominence of the location, surrounding
development, demographic profile of the areas, prevailing market conditions and the extent of
negotiations with the land owners. In addition to the purchase consideration, the total cost of the land
acquisition typically includes brokerage, stamp duty, registration charges, applicable taxes, legal and
professional fees, cost associated with conversion of land use and the expenses incurred for obtaining
regulatory approvals.
We have identified the land parcels proposed to be acquired by utilising a portion of the Net Proceeds.
We intend to utilise the entire amount earmarked for the land acquisition in Fiscal 2027, subject to
compliance with applicable laws and contractual obligations.
The details of the land parcel intended to be acquired by us are as follows:
(₹ in lakhs, unless otherwise stated)
Location Status of Area (in Cost of the land Total Cost* Amount IPO
of the the land acres) (excluding taxes (including taxes Paid Proceeds
land and stamp duty) and stamp duty)
Maradu, Executed 1.57 2,045.94 2,250.53 401.50 1,849.03
Kochi, Agreement
Kerala to sell
*The total cost includes stamp duty at 8% and registration fees at 2%, amounting to ₹163.68 lakh and ₹40.92 lakh, respectively.
Present status of proposed acquisition of land
In respect of the land proposed to be acquired, our Company has undertaken legal due diligence and title
verification through external legal counsel, with support from our in-house legal team. Such due
diligence includes verification of the chain of title for at least 30 years or such longer period as considered
appropriate, examination of title and conveyance documents, and review of relevant revenue records and
encumbrance certificates to identify any material encumbrances or legal restrictions affecting the land.
We have entered into an agreement for the acquisition of the aforesaid land on November 15, 2025 with
the respective sellers. The aggregate consideration for the acquisition of the land, including stamp duty,
registration charges and applicable taxes, is ₹2,250.53 lakh. As on the date of filing of this Draft Red
Herring Prospectus, we have paid ₹401.50 lakh towards the purchase consideration. The balance
including stamp duty and registration fees of ₹ 1,849.03 lakh is required to be paid on or before May 30,
2026, in accordance with the terms of the agreement.
Further, in accordance with the SEBI Listing Regulations, our Company will disclose to the Stock
Exchanges as and when acquired, the cost of acquisition and other details such as nature of title or interest
acquired in the land.
The above detailed plan proposed to be acquired from the Net Proceeds is not being acquired from our
Promoters, Directors, members of the Promoter Group, Group Company, affiliates or other related
parties.
3. Funding unidentified acquisition of land and general corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to₹ [●] lakhs towards funding
acquisitions of land through outright land acquisitions and/or selective joint development arrangements,
and general corporate purposes, in a manner as approved by our Board from time to time, subject to such
utilisation not individually exceeding 25%, and collectively not exceeding 35% of the Gross Proceeds,
in compliance with the SEBI ICDR Regulations.
144Funding unidentified acquisitions of land through outright land acquisitions and/or selective joint
development arrangements
Availability of financial resources at the time of such acquisition opportunity is a big competitive
advantage for any real estate developer. Our growth strategy is centred on expanding our residential
development footprint through a structured, selective and feasibility-driven approach to acquisition of
land or development rights on such land. We seek to maintain a steady development pipeline by acquiring
land or development rights on such land for undertaking new project. Our land sourcing strategy is based
on a structured and disciplined approach, comprising a mix of outright land acquisitions and selective
joint development arrangements with landowners, which allows us to balance development control with
capital efficiency.
As on October 31, 2025: (i) our Completed Projects span across an aggregate saleable area of
approximately 11.05 lakh square feet, out of which 3.35 lakh square feet was acquired through joint
development arrangements; (ii) our nine (9) Ongoing Projects represent an aggregate saleable area of
approximately 12.68 lakh square feet, out of which approximately 1.51 lakh square feet has been acquired
through joint development arrangements; and (iii) our Upcoming Project portfolio represents an
estimated aggregate saleable area of approximately 7.65 lakh square feet, which has been undertaken on
an outright purchase basis.
Parallel to the same, as on date of this Draft Red Herring Prospectus, we maintain land reserves
aggregating 7.20 acres in Kochi and Thiruvananthapuram, Kerala, which are intended to support future
residential development, subject to receipt of applicable statutory approvals, feasibility assessments and
market conditions.
Set out below is the cost incurred by us for acquisition of land during six-month period ended September
30, 2025 and last three Fiscal:
(₹ in lakhs)
Six-month period
Particulars ended September Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Land acquired 3,488.21 9,368.75 1,025.31 2,634.06
We intend to utilise the entire amount earmarked for the unidentified acquisition of land during Fiscal
2027.
As currently we have not identified the land which we propose to acquire, the proposed deployment of
funds may also vary. The acquisition of land or development rights on such land is a time-consuming
process which requires exhaustive set of diligence procedures to assess the title and is influenced by other
factors. In the event we are unable to utilise the funds earmarked towards unidentified acquisition by the
end of Fiscal 2027, we may, with the approval of the Board of Directors, utilise the earmarked funds in
the subsequent Fiscals, as may be determined by the Board of Directors. We undertake that details of any
payments or expenses incurred in this regard with an adequate break-up of the costs involved would be
provided to the Stock Exchanges
Further, in accordance with the SEBI Listing Regulations, our Company will disclose to the Stock
Exchanges, as and when acquired, the cost of acquisition and other details such as nature of title or
interest acquired in the projects.
We undertake that (i) all requisite registrations, approvals and permissions, including payment of
applicable fees and duties, in respect of the use of land acquired by us will be obtained as soon as
reasonably practicable; (ii) upon completion of the acquisition, the land will be free from material
encumbrances and have a clear and marketable title, or any existing encumbrances, will be addressed
through negotiations and financial settlements in accordance with applicable law; and (iii) in the event a
joint development agreement is entered into, we will collaborate with the landowner for the development
of the relevant project in accordance with the terms of such agreement and applicable laws and
regulations.
145We undertake that the land or development rights proposed to be acquired from the Net Proceeds shall
not be acquired from our Promoters, Directors, members of the Promoter Group, Group Company,
affiliates or other related parties.
General Corporate Purposes
Our Company proposes to utilise a portion of the Net Proceeds towards general corporate purposes,
which may include, inter alia, (i) undertaking strategic initiatives; (ii) funding growth opportunities; (iii)
strengthening marketing capabilities; (iv) meeting ongoing general corporate requirements, exigencies
and contingencies; (vi) meeting working capital requirements; (vii) meeting expenses of our Company;
and (viii) any other purpose, as may be approved by our Board of Directors or a duly constituted
committee thereof, in compliance with applicable laws, including the provisions of the Companies Act,
2013.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board,
based on the amount available under this head and our business requirements, from time to time. Our
management, in accordance with the policies of our Board, shall have flexibility in utilising surplus
amounts, if any
INTERIM USE OF FUNDS
Pending utilization for the purposes described above, we undertake to temporarily invest the funds from
the Net Proceeds only with one or more scheduled commercial banks included in the second schedule of
the Reserve Bank of India Act, 1934. In accordance with Section 27 of the Companies Act 2013, our
Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares
of any other listed company or for any investment in the equity markets.
APPRAISING AGENCY
None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised by any
external agency or any bank/financial institution
ISSUE RELATED EXPENSES
The total expenses of the Issue are estimated to be approximately ₹[●] lakhs. The expenses of this Issue
include, among others, listing fees, underwriting commission, selling commission and brokerage, fees
payable to the BRLM, fees payable to legal counsels, fees payable to the Registrar to the Issue, Bankers
to the Issue, processing fee to the SCSBs for processing application forms, brokerage and selling
commission payable to Members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and
stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous
expenses for listing the Equity Shares on the Stock Exchanges.
The total expenses of the Issue are estimated to be approximately ₹ [●] lakh. The expenses of the Issue
include, among others, listing fees, underwriting fees, selling commission, fees payable to the Managers,
fees payable to legal counsel, fees payable to the Registrar to the Issue, Escrow Collection Bank to the
Issue and Sponsor Bank, including processing fee to the SCSBs for processing ASBA Forms, brokerage
and selling commission payable to Registered Brokers, collecting RTAs and CDPs, printing and
stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous
expenses for listing the Equity Shares on the Stock Exchanges. The break up for the estimated Issue
expenses is as follows:
Particulars Estimated As a % of total As a % of the
Expenses estimated Issue total Issue Size
(₹ in lakhs) related expenses
Fees payable to the BRLM including [●] [●] [●]
underwriting commission, brokerage and
selling commission, as applicable
146Particulars Estimated As a % of total As a % of the
Expenses estimated Issue total Issue Size
(₹ in lakhs) related expenses
Commission and processing fees for [●] [●] [●]
SCSBs(1)(2) Bankers to the Issue and
Bidding Charges for Members of the
Syndicate, Registered Brokers, RTAs and
CDPs(3)(4)
Fees payable to the Registrar to the Issue [●] [●] [●]
Other expenses:
(i) Listing fees, SEBI and Stock Exchange [●] [●] [●]
filing fees, book building software fees,
NSDL and CDSL fee and other regulatory
expenses
(ii) Printing and stationery expenses [●] [●] [●]
(iii) Fees payable to legal counsels, [●] [●] [●]
Statutory Auditors$, practicing company
secretary, industry report provider@ and
others
(iv) Advertising and marketing expenses [●] [●] [●]
for the Issue
(v) Miscellaneous [●] [●] [●]
Total Estimated Issue Expenses [●] [●] [●]
@ For preparation of the Industry Report commissioned and paid for by our Company, exclusively for the purpose of the Issue.
$ For audit of the Restated Financial Information and issuance of certifications in connection with and for the purpose of the Issue.
To be incorporated in the Prospectus after finalization of the Issue Price. Issue expenses are estimates and are subject to change.
Issue expenses include goods and services tax, where applicable.
(1) Selling commission payable to the SCSBs on the portion for QIBs, RIBs and Non-Institutional Bidders which are directly
procured and uploaded by the SCSBs, would be as follows:
Portion for QIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the
Bid Book of BSE or NSE.
No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs on the portion for QIBs, RIB and Non-Institutional Bidders (excluding UPI Bids)
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 QIBs, RIB and Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes)
Uploading/Processing fees payable to the SCSBs for capturing Syndicate Member/Sub syndicate (Broker)/Sub-broker
code on the ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids above ₹ [●] would
be ₹ [●] plus applicable taxes, per valid application. In case the total ASBA processing charges payable to SCSBs
exceeds ₹ [●] Lakhs, the amount payable to SCSBs would be proportionately distributed based on the number of valid
applications such that the total ASBA processing charges payable does not exceed ₹ [●] Lakhs.
(2) Selling commission on the portion for RIBs (up to ₹ [●]) using the UPI mechanism, Non-Institutional Bidders, QIBs which
are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1
type accounts- linked online trading, demat & company account provided by some of the brokers which are members of
Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for QIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
*Amount allotted is the product of the number of Equity Shares Allotted and the Issue Price.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined:
1. For RIBs & NIBs (up to ₹ 5 lakhs) on the basis of the application form number / series, provided that the application
147is 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.
2. For NIBs (Bids above ₹ 5 lakhs) and QIBs on the basis of the Syndicate ASBA Form bearing SM Code & Sub-
Syndicate Code of the application form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges
platform by SCSBs. 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 Syndicate / Sub
Syndicate members and not the SCSB.
(3) Uploading Charge/processing Charges:
a) payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using 3-in-
1 accounts, would be: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate member (including their
sub-Syndicate Members), in case the total processing charges payable under this head exceeds ₹[●] Lakhs, the
amount payable would be proportionately distributed based on the number of valid applications such that the total
processing charges payable does not exceed ₹[●] Lakhs.)
b) Bid Uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Bidders (excluding UPI
Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and
submitted to SCSB for blocking and uploading would be: ₹ [●] per valid application (plus applicable taxes). In case
the total processing charges payable under this head exceeds ₹ [●] Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges payable
does not exceed ₹ [●] Lakhs.)
c) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs (up to ₹ [●])
procured through UPI Mechanism and QIBs and Non-Institutional Bidders which are directly procured by the
Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for QIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes)
*Based on valid applications
In case the total processing charges payable under this head exceeds ₹ [●] Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges payable does
not exceed ₹ [●] Lakhs.
(4) Uploading charges/ Processing fees for applications made by RIBs (up to ₹ 200,000) and Non-Institutional Bidders (for
an amount more than ₹ 200,000 and up to ₹ 500,000) using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / ₹ [●] per valid application (plus applicable taxes)
CDPs (Uploading charges)
Sponsor Bank (Processing fee) ₹ [●] per valid application (plus applicable taxes)
The Sponsor bank shall be responsible for making payments to the third
parties such as remitter company, NPCI and such other parties as required in
connection with the performance of its duties under applicable SEBI circulars,
agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Bankers to the Issue Agreement.
The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will
be subject to a maximum cap of ₹ [●] Lakhs (plus applicable taxes). In case the total uploading charges/processing fees
payable exceeds ₹ [●] Lakhs, then the amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers
would be proportionately distributed based on the number of valid applications such that the total uploading charges /
processing fees payable does not exceed ₹ [●] Lakhs.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the
ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after application
monies are blocked in the company accounts of investors (all categories). Accordingly, Syndicate / Sub-Syndicate Member
shall not be able to Bid Application Form above ₹ 5 lakhs and the same Bid Application Form need to be submitted to
SCSB for blocking of the fund and uploading on the exchange bidding platform. To identify bids submitted by Syndicate /
Sub-Syndicate Member to SCSB a special Bid cum-application Form with a heading / watermark “Syndicate ASBA” may
be used by Syndicate / Sub Syndicate Member along with SM code & broker code mentioned on the Bid-cum Application
Form to be eligible for brokerage on allotment. However, such special forms, if used for Retail Bids and NIB bids up to ₹
5 lakhs will not be eligible for brokerage.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these have not been rescinded by the SEBI master
circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (“SEBI RTA Master Circular”), as applicable
148only to the RTAs), SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI RTA Master
Circular.
The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our Company
with the respective Designated Intermediary.
BRIDGE FINANCING FACITLITIES
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
MONITORING OF UTILISATION OF FUNDS
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a Monitoring Agency to monitor the utilization of the Gross Proceeds as the proposed
Issue exceeds ₹10,000 lakhs. Our Audit Committee and the Monitoring Agency will monitor the utilisation of
the Gross Proceeds (including in relation to the utilisation of the Gross Proceeds towards general corporate
purpose) and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR
Regulations, on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our Company
undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay.
Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains
unutilized. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Gross Proceeds that have not been utilised, if any, of such currently unutilized Gross Proceeds. Further,
our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as
applicable, in the notes to our quarterly financial results. 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.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in the Red Herring
Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time
as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Gross
Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor of our Company in
accordance with Regulation 32(5) of SEBI Listing Regulations. In accordance with Regulation 32(1) of the SEBI
Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating
(i) deviations, if any, in the actual utilisation of the proceeds of the Gross Proceeds from the Objects as stated
above; and (ii) details of category wise variations in the actual utilisation of the Gross Proceeds from the Objects
as stated above.
VARIATIONS IN OBJECT
In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the objects of the
Issue unless our Company is authorized to do so by way of a special resolution of its Shareholders and such
variation will be in accordance with the applicable laws including the Companies Act and the SEBI ICDR
Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution
shall specify the prescribed details and be published in accordance with the Companies Act. Further, the details,
in respect to such resolution are also required to be published in newspapers, one in English and one in Malayalam,
the regional language of the jurisdiction where our Registered Office is located. Pursuant to Sections 13(8) and
27 of the Companies Act, our Promoters or controlling Shareholders will be required to provide an exit opportunity
to such Shareholders who do not agree to the proposal to vary the objects, subject to the provisions of the
Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity
Shares, in accordance with the Companies Act and the SEBI ICDR Regulations.
149OTHER CONFIRMATIONS
No part of the Net Proceeds will be paid by us to the Promoters and Promoter Group, the Directors, Key
Management Personnel or Group Company, except in the normal course of business and in compliance with the
applicable law. Our Company has not entered into nor has planned to enter into any arrangement/ agreements with
our Directors, our Key Managerial Personnel, Senior Management, our Group Company in relation to the
utilization of the Net Proceeds of the Issue. 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 Issue as set out above.
150BASIS FOR THE ISSUE PRICE
The Price Band, Floor Price and Issue Price will be determined by our Company, in consultation with the BRLM,
on the basis of assessment of market demand for the Equity Shares issued through the Book Building Process and
on the basis of the quantitative and qualitative factors described below. The face value of the Equity Shares is ₹10
each and Floor Price is [●] times the face value and the Cap Price is [●] times the face value.
Investors should read the following Basis for the Issue Price with the section titled “Risk Factors” and chapters
titled “Restated Financial Statements”, “Management’s Discussion and Analysis of Financial Position and
Results of Operations” and “Our Business” on page 40, 297, 375 and 223 respectively, of this Draft Red Herring
Prospectus to get a more informed view before making any investment decisions. The trading price of the Equity
Shares of our Company could decline due to these risk factors and you may lose all or part of your investments.
Qualitative Factors
We believe the following business strengths allow us to successfully compete in the industry:
• Proven execution and complete sell-through in delivered projects - We have a demonstrated track record
of completing residential projects within or ahead of RERA timelines, with 100% sell-through achieved
in all completed projects.
• Strong sales absorption across Ongoing Projects - Our Ongoing Projects have witnessed significant sales
absorption during the construction phase, supporting milestone-based collections and revenue visibility.
• Recognised sales velocity in core operating markets - According to the ICRA Report, we are ranked as
Kerala’s fastest-selling real estate developer, reflecting demand across our residential portfolio.
• Improving sales performance and revenue visibility - Our sales value has grown at a CAGR of 76.64%
from Fiscal 2023 to Fiscal 2025, supported by higher realizations.
• Balanced portfolio across stages of development - Our portfolio comprises Completed, Ongoing and
Upcoming projects, providing continuity of operations and visibility into future development activity.
• Experienced Promoter and professional management team - Our operations are led by an experienced
Promoter and professional management team supported by strong in-house execution capabilities.
For details, please see the section entitled “Our Business” on page 223.
Quantitative Factors (Based on Restated Financial Statements)
Information presented below is derived from our Company’s Restated Financial Information prepared in
accordance with Indian Accounting Standards. For details, see “Restated Financial Information” on page 297 of
this Draft Red Herring Prospectus. Investors should evaluate our Company and form their decisions taking into
consideration its earnings and based on its growth strategy.
Some of the quantitative factors, which form the basis for computing the offer price, are as follows:
1. Basic & Diluted Earnings Per Share (EPS):
Period Basic EPS (In ₹) Diluted EPS Weights
(In ₹)
Fiscal 2023 5.81 5.81 1
Fiscal 2024 3.15 3.15 2
Fiscal 2025 8.17 8.17 3
Weighted Average 6.10 6.10
For the period ended September -
30,2025* 4.28 4.28
Source: Restated Financial Information
*Not annualized
Notes:
(1) Restated basic and diluted earnings/ (loss) per equity share (in ₹) are computed in accordance with Indian Accounting
Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of
Equity Shares of our Company is ₹ 10
151(2) Basic EPS is calculated by dividing the profit for the period/year attributable to owners of our Company by the weighted
average number of equity shares.
(3) Diluted EPS is calculated by dividing the profit for the period/year attributable to owners of our Company by the weighted
average number of equity shares adjusted for effect of dilution.
(4) Weighted average means aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x weight) for
each period/year divided by total of weights. Weights applied have been determined by the management of our Company,
highest weight has been given to latest year, and lowest weight has been assigned to earliest year.
2. Price/Earning (P/E) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price
(number of times)* (number of times)*
P/E ratio based on Basic EPS for Fiscal 2025 [●] [●]
P/E ratio based on Diluted EPS for Fiscal 2025 [●] [●]
*To be updated on finalization of price band.
Note: Price / earning (P/E) ratio is computed by dividing the price per share by earnings per share
Industry Peer Group P/E ratio
Particulars Industry P/E (Number of times)
Industry
Highest (Shriram Properties Limited) 18.76
Lowest (Puravankara Limited) 0.00
Average 9.38
Notes:
1. The industry high and low has been considered from the industry peer set provided later in this section. The industry
composite has been calculated as the arithmetic average P / E of the industry peer set disclosed in this section i.e. Shriram
Properties Limited and Puravankara Limited.
2. P/E Ratio has been computed based on the closing market price of equity shares on the NSE website on December 29, 2025
divided by the Diluted EPS for the period ended March 31, 2025.
3. All the financial information for listed industry peers mentioned above is sourced from the Annual Report of the relevant
companies for Fiscal 2025, as available on the websites of the NSE.
3. Return on Net Worth (RoNW):
Period Return on Net Worth (%) Weights
Fiscal 2023 48.44 1
Fiscal 2024 19.12 2
Fiscal 2025 36.96 3
Weighted Average 32.93
For the period ended September 30, 2025* 7.27 -
Source: Restated Financial Information
*Not annualized
Notes:
a. Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. sum of (RoNW x Weight)
for each year / Total of weights.
b. The figures disclosed above are based on the Restated Financial Information of our Company.
c. Return on Net Worth (%) = Restated Profit/(loss) attributable to owners of the company/ average net worth for the
period/year.
d. Net Worth means the aggregate value of “Equity” and “Other Equity” as mentioned in the Restated Financial Statement
for the period ended September 30, 2025 & years ended March 31, 2025, 2024, 2023.
4. Net Asset Value (NAV) per Equity Share:
Particulars NAV (in ₹)
As on September 30, 2025 74.59
As at March 31, 2025 130.89
After completion of the Issue
(i) At Floor Price [●]
(ii) At Cap Price [●]
Issue Price per equity share [●]
Notes:
1521. Net Asset Value per Equity Share is calculated as Net Worth divided by number of equity shares outstanding during the
respective year/period.
2. Net Worth means the aggregate value of “Equity” and “Other Equity” as mentioned in the Restated Financial Information
for the Period ended September 30, 2025 & years ended March 31, 2025, 2024, 2023.
5. Peer Competitors - Comparison of Accounting Ratios with listed industry peers:
Following is the comparison with our peer group companies listed in India and in the similar line of
business as our Company:
For the year ended March 31, 2025
Revenue P/E
Name of the Face from Basic Diluted (based Return on
NAV per Equity
Company value operations EPS EPS on net worth
Share (₹)
(₹) (₹ in (₹) (₹) Diluted (%)
Lakhs) EPS) (1)
Veegaland
Developers 10 19,237.53 8.17 8.17 [●] 36.96% 130.89
Limited
Peer Group
Shriram
Properties 10 82,344.00 4.53 4.53 18.76 5.87% 79.58
Limited
Puravankara
5 2,01,361.00 (7.59) (7.52) - (10.12%) 72.98
Limited
Source: All the financial information for listed industry peers mentioned above is sourced from the Annual Reports of the peer
company or their financial results uploaded on the NSE website for the year ended March 31, 2025.
Notes:
1. P/E Ratio has been computed based on the closing market price of equity shares on the NSE on December 29, 2025, divided
by the Diluted EPS of March 31, 2025.
2. RoNW is computed as net profit after tax divided by the closing net worth. Net worth has been computed as sum of Equity
and Other Equity.
3. NAV is computed as the closing net worth divided by the weighted average number of equity shares.
Investors should read the above mentioned information along with “Risk Factors”, “Our Business”,
“Management Discussion and Analysis of Financial Position and Results of Operations” and
“Financial Information” on pages 40, 223, 375 and 297 respectively, to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors”
and you may lose all or part of your investments.
6. Key Operational and Financial Performance Indicators:
The KPIs disclosed below have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of the business.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a
duration of one year after the date of listing of the Equity Shares on the Stock Exchange or for such other
duration as may be required under the SEBI ICDR Regulations.
The KPIs of our Company have been disclosed in the sections titled “Our Business” on page 223,
respectively. We have described and defined the KPIs as applicable in “Definitions and Abbreviations”
on page 1.
Explanation for KPI metrics
KPI Explanations
Financial KPI
Revenue from Operations Represents the revenue generated by the Company from its
operational activities during a period.
153KPI Explanations
Financial KPI
Revenue Growth YoY Represents the rate by which the Company is able to grow its
Revenue from Operations between two reporting years.
EBITDA Represents profit generated from the operation of the Company in a
reporting period. Depicts the operational profitability and efficiency
of our Company in the reporting period.
EBITDA Margin Represents the operational profitability of the Company in correlation
to the Total Income of the Company
Profit after Tax Profit after tax provides information regarding the overall
profitability of the Company.
PAT Margin PAT Margin is an indicator of the overall profitability in correlation
to the total income of the Company.
RoE Represents the return generated on the equity deployed in the
Company.
Return on Capital employed Represents the return generated on the total capital employed in the
(RoCE) business (including debt and equity)
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial
leverage.
Operational KPI
Attrition Rate Represents the ability to retain employees with the Company.
Saleable area of completed Represents the total portfolio of completed projects of the Company as
projects (in square feet) on a date.
Saleable area of ongoing projects Represents the portfolio of the ongoing projects as on a date.
(in square feet)
Number of completed projects Represents the total portfolio of completed projects of the Company as
on a date.
Number of ongoing projects Represents the total portfolio of ongoing projects of the Company as
on a date.
Gross collections (excluding Represents the gross cash flow that is generated from Customers.
GST) (in lakhs)
Sales value (excluding GST) (in Represents the total value of apartments for which sale agreements
lakhs) have been executed with Customers.
Sales area (saleable area in Represents the performance of the Company in effecting sales and
square feet) executing sales agreement with Customers.
Sales (Number of units) Represents the performance of the Company in effecting sales and
executing sales agreement with Customers.
Average sale price per Sq Ft (in Represents the average price realized for a square foot of saleable area
₹) sold.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated November
20, 2025 and the members of the Audit Committee have verified the details of all KPIs pertaining to the
Company. Further, the members of the Audit Committee have confirmed that there are no KPIs
pertaining to our Company that have been disclosed to any investors at any point of time during the three-
year period prior to the date of filing of this DRHP. As certified by Statutory Auditors pursuant to their
certificate dated December 27, 2025 and December 30, 2025 for financial key performance indicators
and operational key performance indicators, respectively.
(₹ in Lakhs, unless otherwise stated)
As at and for the Fiscal
Financial Metrics period ended
2025 2024 2023
September 30, 2025
Financial KPI
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations (1)
Revenue Growth YoY (2) NA 73.67 1.70 NA
154As at and for the Fiscal
Financial Metrics period ended
2025 2024 2023
September 30, 2025
EBITDA (3) 1,891.56 3,377.35 1,672.23 2,421.98
EBITDA Margin (in 15.12 17.21 14.59 22.00
%)(4)
Profit after tax (5) 1,152.54 2,042.59 786.88 1,453.06
PAT Margin (in %) (6) 9.21 10.41 6.87 13.20
Return on Equity (in %) (7) 7.27 36.96 19.12 48.44
Return on Capital 6.21 13.75 9.85 14.88
Employed (in %) (8)
Debt/Equity (9) 0.19 2.70 2.67 3.28
Operational KPI
Attrition Rate (%)(10) 3.51% 4.41% 7.87% 3.31%
Saleable area of Completed 11,05,009 11,05,009 9,76,840 8,34,434
Projects (in square feet) (11)
Saleable area of Ongoing 12,67,501 10,02,610 10,41,140 5,43,729
Projects (in square feet) (12)
Number of Completed 10 10 9 8
Projects (13)
Number of Ongoing 9 7 7 4
Projects (14)
Gross collections (excluding 11,378.65 20,754.45 12,530.78 15,539.22
GST) (in ₹ lakhs) (15)
Sales value (excluding 18,660.11 34,205.13 18,916.27 10,962.03
GST) (in ₹ Lakhs) (A) (16)
Sales area (saleable area in 2,45,595 4,72,108 2,72,668 1,64,260
square feet) (B) (17)
Sales (Number of units) (18) 135 273 169 111
Average sale price per 7,597.92 7,245.19 6,937.47 6,673.58
square feet (in ₹) (A/B) (19)
Notes:
As certified by Statutory Auditors pursuant to their certificate dated December 27, 2025 and December 30, 2025 for financial key
performance indicators and operational key performance indicators, respectively.
The Audit committee in its resolution for approval of KPIs dated November 20, 2025 has also confirmed that the Company has not
disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring
Prospectus other than as disclosed in this section.
1. Revenue from Operations: This represents revenue recognized as per Ind AS 115, Revenue from Contracts with Customers under
Percentage of Completion method.
2. Revenue Growth YoY: Increase/(Decrease)in Revenue from Operations divided by the previous year’s Revenue from Operations.
3. EBITDA: Profit/(loss) before tax, plus interest finance costs and depreciation and amortization expense and finance costs for the
period/year as per the Financial Statements.
4. EBITDA Margin (in %): Percentage of, EBITDA during a given period divided by Total Income.
5. PAT: Profit/(loss) for the year from continuing and discontinued operations after deducting all expenses and direct taxes as
appearing in the Financial Statements.
6. PAT Margin (in %): Profit after tax divided by Total Income of the Company.
7. Return of Equity: Profit after tax for the year/period divided by average equity attributable to owners of the company for the
year/period.
8. Return on Capital Employed (ROCE): It is calculated as earnings before interest and tax for the year/period excluding other
income divided by capital employed (Total Equity + Current and Non-Current Borrowings +Deferred Tax Liability – Deferred
Tax Asset – Intangible Asset)..
9. Debt/Equity: The total debt (current and non-current borrowings) of the Company at the end of the year/period divided by the total
equity of the Company at the end of the year/period..
10. Attrition Rate: Dividing the number of employees resigned during the period divided by the average number of employees.
11. Saleable area of completed projects: Aggregate of saleable area of all projects for which Occupancy Certificate has been received
as on a date.
12. Saleable area of Ongoing Projects: Aggregate of saleable area of all projects for which RERA approval is received but yet to
receive Occupancy Certificate for as on a date.
13. Number of completed projects: Aggregate number of projects for which Occupancy Certificate has been received as on a date.
14. Number of Ongoing Projects: Aggregate number of projects for which RERA approval is received but yet to receive Occupancy
Certificate as on a date..
15. Gross Collections: Aggregate of amounts received from Customers towards sale of apartments during a given period.
16. Sales Value: Aggregate agreement value of the apartments sold during the respective period/year..
17. Sales area (saleable area in square feet): Aggregate of saleable area of all units for which sale agreements have been executed in
the respective period/years.
18. Sales (Number of Units): Aggregate number of units for which agreements have been executed during the respective period/years.
15519. Average sale price per square feet: Aggregate agreement value of apartments which have been sold in the respective period/years
divided by the aggregate saleable area of the said units.
See “Management Discussion and Analysis of Financial Position and Results of Operations” on page
375 for the reconciliation and the manner of calculation of our key financial performance indicators.
7. Comparison of financial KPIs of our Company and our listed peer.
(₹ in lakhs, except otherwise stated)
Metric Veegaland Developers Limited Shriram Properties Limited
As at and for As at and for the year ended As at and for As at and for the year ended
the period the period
ended ended
September 30, March March March September 30, March March 31, March
2025 31, 2025 31, 2024 31, 2023 2025 31, 2025 2024 31, 2023
Financial KPI
Revenue from 12,415.85 19,237.5 11,076.76 10,891.16 44,763.00 82,344.0 86,453.00 67,440.00
Operations (1) 3 0
Revenue NA 73.67 1.70 NA NA -4.75 28.19 NA
Growth
YoY (2)
EBITDA (3) 1,891.56 3,377.35 1,672.23 2,421.98 6,984.00 20,283.0 20,326.00 18,574.0
0 0
EBITDA 15.12 17.21 14.59 22.00 14.24 20.84 20.59 22.82
Margin (in
%) (4)
Profit after 1,152.54 2,042.59 786.88 1,453.06 2,916.00 7,730.00 7,542.00 6,825.00
tax (5)
PAT Margin 9.21 10.41 6.87 13.20 5.94 7.94 7.64 8.39
(in %) (6)
Return on 7.27 36.96 19.12 48.44 2.13 5.87 6.09 5.85
Equity (in
%) (7)
Return on 6.21 13.75 9.85 14.88 3.22 9.86 10.34 9.88
Capital
Employed (in
%) (8)
Debt/Equity (9) 0.19 2.70 2.67 3.28 0.50 0.48 0.51 0.53
Operational KPI
Attrition 3.51 4.41 7.87 3.31 NA NA NA NA
Rate (%) (10)
Saleable area 11,05,009 11,05,00 9,76,840 8,34,434 NA NA NA NA
of completed 9
projects (in
square feet) (11)
Saleable area 12,67,501 10,02,61 10,41,140 5,43,729 NA NA NA NA
of Ongoing 0
Projects (in
square feet) (12)
Number of 10 10 9 8 NA NA NA NA
completed
projects (13)
Number of 9 7 7 4 NA NA NA NA
Ongoing
Projects (14)
Gross 11,378.65 20,754.4 12,530.7 15,539.2 NA NA NA NA
collections 5 8 2
(excluding
GST) (in ₹
lakhs) (15)
Sales value 18,660.11 34,205.1 18,916.27 10,962.03 NA NA NA NA
(excluding 3
GST) (in ₹
Lakhs) (A) (16)
156Metric Veegaland Developers Limited Shriram Properties Limited
As at and for As at and for the year ended As at and for As at and for the year ended
the period the period
ended ended
September 30, March March March September 30, March March 31, March
2025 31, 2025 31, 2024 31, 2023 2025 31, 2025 2024 31, 2023
Sales area 2,45,595 4,72,108 2,72,668 1,64,260 NA NA NA NA
(saleable
area in square
feet) (B) (17)
Sales (Number 135 273 169 111 NA NA NA NA
of units) (18)
Average sale 7,597.92 7,245.19 6,937.47 6,673.58 NA NA NA NA
price per
square feet (in
₹) (A/B) (19)
(₹ in lakhs, except otherwise stated)
Metric Veegaland Developers Limited Purvankara Limited
As at and for As at and for the year ended As at and for As at and for the year ended
the period the period
ended ended
September 30, March 31, March 31, March September March 31, March 31, March
2025 2025 2024 31, 2023 30, 2025 2025 2024 31, 2023
Financial KPI
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16 1,16,860.00 2,01,361.0 2,18,526.00 1,23,577.
Operations (1) 0 00
Revenue NA 73.67 1.70 NA NA -7.85 76.83 NA
Growth
YoY (2)
EBITDA (3) 1,891.56 3,377.35 1,672.23 2,421.98 20,342 37,741 53,050 43,226
EBITDA 15.12 17.21 14.59 22.00 16.93 18.03 23.47 30.72
Margin (in
%) (4)
Profit after 1,152.54 2,042.59 786.88 1,453.06 -11,154.00 -18,292.00 4,200.00 6,652.00
tax (5)
PAT Margin 9.21 10.41 6.87 13.20 -9.28 -8.74 1.86 4.73
(in %) (6)
Return on 7.27 36.96 19.12 48.44 -6.66 -10.12 2.17 3.30
Equity (in
%) (7)
Return on 6.21 13.75 9.85 14.88 3.18 5.97 10.27 8.87
Capital
Employed (in
%) (8)
Debt/Equity (9) 0.19 2.70 2.67 3.28 2.76 2.48 1.74 1.47
Operational KPI
Attrition 3.51 4.41 7.87 3.31 NA NA NA NA
Rate (%)(10)
Saleable area 11,05,009 11,05,009 9,76,840 8,34,434 NA NA NA NA
of completed
projects (in
square
feet) (11)
Saleable area 12,67,501 10,02,610 10,41,140 5,43,729 NA NA NA NA
of Ongoing
Projects (in
square
feet) (12)
Number of 10 10 9 8 NA NA NA NA
completed
projects (13)
Number of 9 7 7 4 NA NA NA NA
Ongoing
Projects (14)
157Metric Veegaland Developers Limited Purvankara Limited
As at and for As at and for the year ended As at and for As at and for the year ended
the period the period
ended ended
September 30, March 31, March 31, March September March 31, March 31, March
2025 2025 2024 31, 2023 30, 2025 2025 2024 31, 2023
Gross 11,378.65 20,754.45 12,530.78 15,539.2 NA NA NA NA
collections 2
(excluding
GST) (in ₹
lakhs) (15)
Sales value 18,660.11 34,205.13 18,916.27 10,962.03 NA NA NA NA
(excluding
GST) (in ₹
Lakhs) (A) (16)
Sales area 2,45,595 4,72,108 2,72,668 1,64,260 NA NA NA NA
(saleable
area in square
feet) (B) (17)
Sales (Number 135 273 169 111 NA NA NA NA
of units) (18)
Average sale 7,597.92 7,245.19 6,937.47 6,673.58 NA NA NA NA
price per
square feet (in
₹) (A/B) (19)
Notes:
1. Revenue from Operations: This represents revenue recognized as per Ind AS 115, Revenue from Contracts with Customers under
Percentage of Completion method.
2. Revenue Growth YoY: Increase/(Decrease)in Revenue from Operations divided by the previous year’s Revenue from Operations.
3. EBITDA: Profit/(loss) before tax, plus interest finance costs and depreciation and amortization expense and finance costs for the
period/year as per the Financial Statements.
4. EBITDA Margin (in %): Percentage of, EBITDA during a given period divided by Total Income.
5. PAT: Profit/(loss) for the year from continuing and discontinued operations after deducting all expenses and direct taxes as
appearing in the Financial Statements.
6. PAT Margin (in %): Profit after tax divided by Total Income of the Company.
7. Return of Equity: Profit after tax for the year/period divided by average equity attributable to owners of the company for the
year/period.
8. Return on Capital Employed (ROCE): It is calculated as earnings before interest and tax for the year/period excluding other
income divided by capital employed (Total Equity + Current and Non-Current Borrowings +Deferred Tax Liability – Deferred
Tax Asset – Intangible Asset)..
9. Debt/Equity: The total debt (current and non-current borrowings) of the Company at the end of the year/period divided by the total
equity of the Company at the end of the year/period..
10. Attrition Rate: Dividing the number of employees resigned during the period divided by the average number of employees.
11. Saleable area of completed projects: Aggregate of saleable area of all projects for which Occupancy Certificate has been received
as on a date.
12. Saleable area of Ongoing Projects: Aggregate of saleable area of all projects for which RERA approval is received but yet to
receive Occupancy Certificate for as on a date.
13. Number of completed projects: Aggregate number of projects for which Occupancy Certificate has been received as on a date.
14. Number of Ongoing Projects: Aggregate number of projects for which RERA approval is received but yet to receive Occupancy
Certificate as on a date..
15. Gross Collections: Aggregate of amounts received from Customers towards sale of apartments during a given period.
16. Sales Value: Aggregate agreement value of the apartments sold during the respective period/year..
17. Sales area (saleable area in square feet): Aggregate of saleable area of all units for which sale agreements have been executed in
the respective period/years.
18. Sales (Number of Units): Aggregate number of units for which agreements have been executed during the respective period/years.
19. Average sale price per square feet: Aggregate agreement value of apartments which have been sold in the respective period/years
divided by the aggregate saleable area of the said units.
8. Weighted average cost of acquisition
a) Primary Transactions:
Except as disclosed below, our Company has not issued any Equity Shares or convertible securities
(excluding Equity Shares issued under employee stock option schemes and issuance of Equity Shares
pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red Herring Prospectus,
where such issuance is equal to or more that 5% of the fully diluted paid-up share capital of the Company
158(calculated based on the pre-Offer capital before such transaction(s)), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
Face
Adju
Adjusted value Issue
Nature Nature sted Nature Total
No. of Nos of per Price
Date of of Name(s) of of Issue of considerati
securities equity Equit per
allotment allotme allottees(s) securit Price conside on
allotted shares y Equity
nt ies # ration (₹ in Lakh)
allotted* Share Share
(₹)
(₹)
August 21, Rights Kochouseph Equity 17,30,000 86,50,000 10 1,000 200 Cash 17,300.00
2025 issue Thomas shares
Chittilappilly
August 21, Rights K. Equity 20,000 1,00,000 10 1,000 200 Cash 200.00
2025 issue Chittilappilly shares
Trust
Total - - - 17,50,000 87,50,000 - - - 17,500.00
Weighted Average Cost of Acquisition per Equity Share 200.00
*The Company had allotted Bonus shares in the ratio of 4:1 (four (4) Equity Shares for every 1 (one) Equity Share on September
25, 2025 subsequent to the rights issue and the effect of same has been given to arrive at the adjusted number of equity shares
allotted and adjusted issue price.
b) Secondary Acquisition:
There have been no secondary sale, transfer or acquisition of any Equity Shares or convertible securities
(excluding gifts), where the Promoters, members of the Promoter Group or shareholders having the right
to nominate Directors to the Board of our Company were a party to such transactions, during the 18
months preceding the date of this Prospectus, where either the acquisition or sale was equal to or more
than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Issue
capital before such transaction(s)), whether in a single transaction or multiple transactions taken together
over a rolling period of 30 days.
c) Weighted average cost of acquisition, Floor Price and Cap Price
Based on the disclosures in (a) and (b) above, the weighted average cost of acquisition of Equity Shares
as compared with the Floor Price and Cap Price is set forth below:
Past Transactions Weighted average cost of Floor Price Cap Price
acquisition
(₹) ₹ [●] ₹ [●]
Weighted average cost of
acquisition (WACA) of Primary 200.00 [●] [●]
issuances
Weighted average cost of
acquisition (WACA) of secondary N/A [●] [●]
transactions
9. Justification for Basis of Issue Price
Explanation for Issue Price / Cap Price being [●] times of weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares along with our Company’s KPIs and
financial ratios for the six month period ended September 30, 2025 & year ended on March 31, 2025,
March 31, 2024, and March 31, 2023.
[●]*
*To be included upon finalization of Price Band
15910. The Issue Price is [●] times of the Face Value of the Equity Shares.
The issue Price of ₹ [●] has been determined by our Company in consultation with the BRLM, on the
basis of market demand from investors for Equity Shares, as determined through the Book Building
Process, and is justified in view of the above qualitative and quantitative parameters. Investors should read
the above-mentioned information along with “Risk Factors”, “Our Business”, “Management
Discussion and Analysis of Financial Position and Results of Operations” and “Financial
Information” on pages 40, 223, 375 and 297, respectively, to have a more informed view. The trading
price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may
lose all or part of your investments.
.
160STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors
Veegaland Developers Limited
XXXV/564, 4th Floor, K C F Tower
Bharat Matha College Road
Kakkanad, Thrikkakara P O
Ernakulam – 682021 Kerala, India
Dear Sir / Madam,
Sub.: Statement of possible Special Tax Benefits (“the Statement”) available to the Veegaland Developers
Limited (“the Company”) and its equity shareholders under the direct and indirect tax laws prepared in
accordance with the requirements under Schedule VI – Part A - Clause (9) (L) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended
(“SEBI ICDR Regulations”)
1. This certificate is issued in accordance with the terms of our engagement letter dated September 25,
2025.
2. We, Varma & Varma, Chartered Accountants (Firm Registration Number : 004532S), Statutory Auditors
of the Company, hereby confirm the enclosed statement – “Statement of possible special tax benefits
available to the Company and its shareholders under specified Direct and Indirect tax laws in India” (the
“Statement”) prepared and issued by the Company and initialed by us for identification purpose,
provides the possible special tax benefits available to the Company and to its shareholders as per the
provisions of the Indian direct and indirect tax laws which are defined in Annexure (List of Direct and
Indirect Tax Laws (‘Tax Laws’) presently in force in India as on the signing date and applicable to the
assessment year 2026-27 relevant to the financial year 2025-26 for inclusion in the Draft Red Herring
Prospectus (“DRHP”) for the proposed Initial Public Issue of shares of the Company (“the Issue”) as
required under the SEBI ICDR Regulations.
3. These possible special tax benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company
or 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 future, and accordingly the
Company and its shareholders may or may not choose to fulfil.
4. This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI
ICDR Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR
Regulations, it is assumed that with respect to special tax benefits available to the Company, the same
would include those benefits as enumerated in the statement. Any benefits under the Taxation Laws
other than those specified in the statement are considered to be general tax benefits and therefore not
covered within the ambit of this Statement. Further, any benefits available under any other laws within
or outside India, except for those specifically mentioned in the Annexure, have not been examined and
covered by this Statement. The benefits discussed in the Statement are neither exhaustive nor conclusive.
5. The preparation of the contents stated in the Statement is the responsibility of the management of the
Company. We were informed that the Statement is only intended to provide general information to guide
the investors and is neither designed nor intended to be a substitute for professional tax advice. In view
of the individual nature of the tax consequences and the changing tax laws, each investor is advised to
consult their own tax consultants, with respect to the specific tax implications arising out of their
participation in the Issue, particularly in view of the fact that certain recently enacted legislation may not
have a direct legal precedent or may have a different interpretation on the benefits, which an investor
can avail. We are neither suggesting nor are we advising the investors to invest or not to invest money
based on this Statement. Also, any tax information included in this written communication was not
intended or written to be used, and it cannot be used by the Company or the investor, for the purpose of
avoiding any penalties that may be imposed by any regulatory, governmental taxing authority or agency.
1616. We conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes’ (Revised 2016)’ issued by the Institute of Chartered Accountants of India (the
“Guidance Note”). The Guidance Note requires that we comply with the ethical requirements of the
Code of Ethics issued by the Institute of Chartered Accountants of India. Our scope of work did not
involve performance of any audit test in this context of our examination. Accordingly, we do not express
an audit opinion.
7. 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.
8. We do not express any opinion or provide any assurance as to whether:
• the Company or its Shareholders will continue to obtain these possible special tax benefits in
future;
• the conditions prescribed for availing the benefits have been/would be met with; or
• the revenue authorities/courts will concur with the views expressed herein.
9. The contents of the Statement 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.
10. Our views are based on the existing provisions of tax law and its interpretations, which are subject to
change or modification by subsequent legislative, regulatory, administrative, or judicial decisions. Any
such changes, which could also be retrospective, could have an effect on the validity of our views stated
herein. We assume no obligation to update this Statement on any events subsequent to its issue which
may have a material effect on the discussions herein.
11. We have relied upon the information and documents of the Company being true, correct, and complete
and have not audited or tested them. Our view, under no circumstances, is to be considered as an audit
opinion under any regulation or law. No assurance is given that the revenue authorities/ courts will
concur with the views expressed herein. Our Firm or any of partners or affiliates, shall not be responsible
for any loss, penalties, surcharges, interest or additional tax or any tax or non-tax, monetary or non-
monetary, effects or liabilities (consequential, indirect, punitive or incidental) before any authority /
otherwise within or outside India arising from the supply of incorrect or incomplete information of the
Company.
12. This Statement is intended solely for the information of the Board of Directors of the Company and for
inclusion in the Draft Red Herring Prospectus and any other material in connection with the Issue and it
is not to be used, referred to or distributed for any other purpose without our prior written consent.
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 certificate is shown or into whose hands it may come without our prior
consent in writing. Any subsequent amendment / modification to provisions of the applicable laws may
have an impact on the views contained in our Statement. While reasonable care has been taken in the
preparation of this certificate, we accept no responsibility for any errors or omissions therein or for any
loss sustained by any person who relies on it.
Yours sincerely,
For Varma & Varma
Chartered Accountants
Firm Registration No. 004532S
Vijay Narayan Govind
Partner
Membership Number: 203094
Place: Kochi
Date: December 26, 2025
UDIN: 25203094VKKQCN8409
162STATEMENT
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER SPECIFIED DIRECT AND INDIRECT TAX LAWS IN INDIA
This statement sets out below the possible tax benefits available to the Company and its investors to whom shares
may be allotted in terms of proposed issue under the current tax laws presently in force in India. Several of these
benefits are dependent on fulfilling various conditions prescribed under the relevant tax laws (i.e. applicable for
the Financial Year 2025-26 relevant to the Assessment Year 2026-27). Accordingly, the ability of the Company
and shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which are based on the
business imperatives, the Company may face in future, and accordingly the Company and its shareholders may
or may not choose to fulfil.
This statement sets out below the provisions of law in a summary manner only and is not a complete analysis or
listing of all potential tax consequences/ implications of the subscription, ownership and disposal of equity shares
pursuant to the proposed Issue. This statement is only intended to provide general information to the investors
and is neither exhaustive or comprehensive nor designed or intended to be a substitute for professional/legal tax
advice. In view of the individual nature of tax consequences and the changing tax laws, each investor is advised
to consult their own tax consultant with respect to the specific tax implications arising out of their participation
in the issue.
A. POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY
Under Direct Tax Laws (Income Tax Act, 1961):
(i) Benefit of lower rate of tax under Section 115BAA of the Act
Section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a
domestic company to be governed by the section from a particular assessment year. If a company opts
for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge
of 10% and education cess of 4%). Section 115BAA of the Act 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 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 loss arising to it on account of additional depreciation and other
specified incentives.
The Company has evaluated and opted for the lower corporate tax rate of 25.168% (prescribed under
section 115BAA of the Act) with effect from Assessment Year 2022-23. Consequently, provisions of
the Act as applicable to such a company have only been mentioned in this Statement.
(ii) Buyback of shares
There would be no tax on buy back of shares which takes place on or after October 01, 2024, pursuant
to amendment in Finance Act (No.2) 2024.
Further, the Company is required to withhold tax at 10% provided the aggregate amount of dividend to
the resident shareholders exceeds ₹ 5,000 during the financial year. Further, for non-resident
shareholders tax shall be withheld at 20%, subject to benefit under Double Taxation Avoidance
Agreement.
(iii) Section 80JJAA of the Act – Deduction of additional employee cost
163As per section 80JJAA of the Act, where a company is subject to tax audit under section 44AB of the
Act and derives income from business, it shall be allowed to claim a deduction of an amount equal to
30% of additional employee cost incurred in the course of such business in a previous year, for three
consecutive assessment years including the assessment year relevant to the previous year in which such
additional employment cost is incurred. The eligibility to claim the deduction is subject to fulfilment of
prescribed conditions specified in the subsection.
(iv) Income Computation and Disclosure Standards (“ICDS”)
The Company is maintaining its books of account as per IND AS and follows ICDS for computing total
income for income-tax purpose. The Company will have to make ICDS adjustments to arrive at taxable
total income where provisions of ICDS are invariance with IND AS.
Under Indirect Tax Laws:
Outlined below are the possible special tax benefits available to the Company under the Indirect Tax
Laws of Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017,
Applicable State Goods and Services Tax Act, 2017 (“GST law”) read with Rules, Circulars and
Notifications.
(i) Activities not regarded as supply
As per paragraph 5 of Schedule III of Central Goods and Services Tax Act, 2017, sale of land and sale
of building (being construction of a complex, building, civil structure or a part thereof intended for sale
to a buyer where the entire consideration has been received after issuance of completion certificate) shall
be treated neither as a supply of goods nor a supply of services under the above Act. The Company
currently does not avail input credit on GST.
(ii) Exemption from payment of tax on interest income earned from bank deposits
The Company is entitled to avail exemption from payment of GST on interest income earned from bank
deposits in terms of Entry No. 28(a) of the Notification No. 9/2017Integrated Tax (Rate) dated 28 June
2017, as amended from time to time.
The Company avails the aforesaid exemption on the interest income earned.
B. POSSIBLE SPECIAL TAX BENEFITS/IMPLICATIONS TO SHAREHOLDER/INVESTORS
OF THE COMPANY (other than in respect of shares allotted to the employees under the ESOP
scheme, if any)
Under Direct Tax Laws (Income Tax Act, 1961):
1. Dividend Income:
Dividend income is taxable for the shareholders in their hands as per the applicable tax rates. However,
in case of a domestic corporate shareholder, deduction under Section 80M of the Act would be available
subject to fulfilment of conditions mentioned in Section 80M of the Income Tax Act, 1961. Further, in
case of shareholders who are Individuals, Hindu Undivided Family, Association of Persons and Body of
Individuals (whether incorporated or not) and every Artificial Juridical Person, surcharge would be
restricted to 15%, irrespective of the amount of dividend received during the year. Any dividend income
received by the shareholders would be subject to tax deduction at source by the company under section
194 @ 10%. However, in case of individual shareholders, this would apply only if dividend income
exceeds Rs 5,000. The shareholders would also be entitled to take credit of the Tax Deducted at Source
by the Company against the taxes payable by them. Shareholders who are residents of another country
will be entitled to opt to be assessed under the relevant provisions of Double Taxation Avoidance
Agreement with their country of residence, if found more beneficial.
2. Tax on Capital Gains:
164Where shares are held as capital assets for more than 12 months immediately preceding its date of
transfer, then as per section 112A of the Act, long-term capital gains arising from transfer of an equity
share through the recognized stock exchange, should be taxed at 12.5% (plus applicable surcharge and
cess), without indexation benefit, subject to fulfilment of prescribed conditions under the Act. Tax shall
be levied on capital gains exceeding INR 125,000. Further, any capital gain realized on sale of shares
held for more than 12 months, wherein STT has not been paid on acquisition and sale of such shares,
will also be subject to tax as per section 112 of the Act at 12.5% (plus applicable surcharge and cess)
without indexation benefit and threshold of INR 125,000.
Where shares are held as capital assets for 12 months or less, (as per Section 111A of the Act), short
term capital gains arising inter alia from transfer of an equity share through the recognized stock
exchange, should be taxed at 20% (plus applicable surcharge and cess) subject to fulfilment of prescribed
conditions under the Act.
Short term capital gains other than those covered by Section 111A of the Act and on which Securities
Transaction Tax is not paid at the time of transfer would be subject to tax as calculated under normal
provisions of the Act.
Any payment received by the shareholders from the Company on account of buy back of shares shall be
taxable as dividend as per section 2(22)(f). Also, no deduction from such dividend income shall be
allowed. Further, section 46A deems full value of sale consideration of shares bought back as nil and
consequently, cost of acquisition of shares bought back would be allowed as capital loss unless such
shares are held as stock-in-trade. In case, such shares are held as stock-in-trade, cost of acquisition of
shares bought back shall be allowed as business loss. In addition, such loss shall be allowed to be carried
forward and set off, subject to provisions of section 74 and section 72 of the Act, as the case may be.
In respect of non-resident shareholders, the tax rates, and the consequent taxation (in relation to capital
gains, dividends etc.) shall be further subject to any benefits available under the applicable Double
Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has
fiscal domicile. The Company will withhold tax at applicable rates on payment of dividend to
shareholders.
Under Indirect Tax Laws:
The Shareholders of the Company (in such capacity) are not entitled to any special tax benefits under
the Indirect Tax Laws.
Notes:
1. The above statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and is not a
complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
2. This above 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, the changing tax laws, each investor
is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the
proposed offer.
3. This statement is prepared on the basis of information available with the management of the Company and there is no assurance that:
• the Company or its Shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits have been/would be met with.
4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to
update the views consequent to such changes.
5. The Statement is as per the current specified direct tax and indirect tax laws of India and other provisions of law, their interpretation
and applicability as on date, which may be subject to change from time to time. Several of these benefits are dependent on the
Company or its Shareholders fulfilling the conditions prescribed under the relevant provisions of the specified direct tax and indirect
tax laws of India. This Statement also does not discuss any tax consequences, in any country outside India, of an investment in the
shares of an Indian company.
165SECTION – IV ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Assessment of Residential Construction Sector - With focus on Kerala” dated December 26, 2025
(the “ICRA Report”) prepared and issued by ICRA, appointed by us on July 16, 2025, and exclusively
commissioned and paid for by us in connection with the Issue. ICRA is an independent agency which has no
relationship with our Company, our Promoters, Promoter Group or any of our Directors or KMPs or SMPs. The
data included herein includes excerpts from the ICRA Report and may have been re-ordered by us for the purposes
of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has
been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other
related information derived from the ICRA Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. A copy of the ICRA Report is available on the website of our
Company at www.veegaland.com/ipo-offer-documents until the Bid/Issue Closing Date. For more information,
see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived from
the ICRA Report, which was prepared by ICRA and exclusively commissioned and paid for by our Company
for the purposes of the Issue, and any reliance on information from the ICRA Report for making an investment
decision in the Issue is subject to inherent risks” on page 77
1. Global macroeconomic overview
According to the International Monetary Fund (IMF), the global economy is expected to reach a nominal
size of USD 117.9 trillion in CY2025 (in nominal terms) and grow further to USD 149.6 trillion in
CY2030 (in nominal terms), reflecting a compound annual growth rate (CAGR) of approximately 5%.
Despite facing multiple global challenges, economic activity has shown notable resilience. Key drivers
include rising employment, stable income levels, favourable shifts in demand and supply, and the
strategic use of savings accumulated during the pandemic. Robust household consumption has also
played a vital role in sustaining growth across major economies. Sectors such as healthcare, technology,
logistics, and services have been instrumental in supporting job creation and wage expansion. With
inflation in major advanced economies nearing targeted levels, central banks are beginning to shift
towards monetary policy easing, signalling a more accommodative stance ahead. Amid this global
momentum, India stands out with a projected nominal GDP of USD 4.6 trillion in 2025, positioning it as
the world’s fourth-largest economy. This underscores India’s growing macroeconomic significance and
its expanding role in shaping global growth dynamics.
Chart 1: Global economy growth and prediction till CY2030 (in USD trillion- nominal terms))
Source: IMF (WEO October 2025), ICRA Analytics
Note: F-Forecasted; data from CY2026-2030 are forecasted
As per the IMF, World Economic Outlook published in October 2025, the Global growth is anticipated
to decrease from an estimated 3.3% in CY2024 to 3.2% in CY2025, subsequently rebounding to 3.1% in
166CY2026. This figure is above the forecasts presented in World Economic Outlook Update in April 2025,
reflecting an increase of 0.4% for CY2025 and 0.1% for CY2026, with upward adjustments noted for
almost all countries. The upward revisions are modest but widespread across nations, following partial
easing of recent trade policies and supportive fiscal measures. While trade tensions earlier in the year
weighed heavily on sentiment and disrupted linkages, the October projections indicate some recovery as
uncertainty recedes and confidence stabilizes. Tariffs’ short-term effects on economic growth continue
to vary by country, shaped by trade relationships, industry structures, policies, and diversification
potential. Fiscal support in some cases (for example, China, euro area) offsets some negative growth
impacts. The global inflation rate is predicted to decrease from an annual average of 6.7% in CY2023,
5.8% in CY2024 to 4.2% in CY2025 and further to 3.7% in CY2026.
1.1. Global Economies and Growth Trend:
Chart 2: GDP per capita, current prices (Purchasing power parity; international dollars per
capita) of India and other countries
Source: IMF, ICRA Analytics
Note: F-Forecasted; data from CY2025-2030 are forecasted, emerging market and developing economies includes India, China,
Saudia Arabia, Mexico, Vietnam and other developing economies.
Chart 3: Real GDP growth rate (annual % change) of India and other economies
Source: IMF, ICRA Analytics
Note: F-Forecasted; data from CY2025-2030 are forecasted, emerging market and developing economies includes India, China,
Saudia Arabia, Mexico, Vietnam and other developing economies.
167Table 1: India v/s Other Economies (Real GDP, Y-o-Y % change)
Real GDP CY CY CY CY CY CY CY CY CY CY CY CY CY
growth 2018 2019 2020 2021 2022 2023 2024 2025(E) 2026(F) 2027(F) 2028(F) 2029(F) 2030(F)
(Annual
% change)
India 6.5 3.9 -5.8 9.7 7.6 9.2 6.5 6.6 6.2 6.4 6.5 6.5 6.5
Advanced 2.3 1.9 -3.9 6.0 3.0 1.7 1.8 1.6 1.6 1.7 1.7 1.6 1.5
economies
United 3.0 2.6 -2.1 6.2 2.5 2.9 2.8 2.0 2.1 2.1 2.1 1.9 1.8
States
Euro Area 1.8 1.6 -6.0 6.4 3.6 0.4 0.9 1.2 1.1 1.4 1.3 1.2 1.1
United 1.4 1.6 -10.3 8.6 4.8 0.4 1.1 1.3 1.3 1.5 1.4 1.4 1.4
Kingdom
Japan 0.6 -0.4 -4.2 2.7 1.0 1.2 0.1 1.1 0.6 0.6 0.6 0.5 0.5
Emerging 4.7 3.7 -1.8 7 4.1 4.7 4.3 3.7 3.9 4.2 4.1 4.1 4.0
market
and
developing
economies
China, 6.8 6.1 2.3 8.6 3.1 5.4 5.0 4.8 4.2 4.2 4.0 3.7 3.4
People's
Republic of
World 3.6 3.0 -2.7 6.6 3.8 3.5 3.3 3.2 3.1 3.2 3.2 3.2 3.1
Source: IMF, ICRA Analytics
Note: F- Forecasted; data from CY2025-2030 are forecasted, Advanced Economies includes United States, Germany, France,
Japan, United Kingdom, Canada and other developed countries. Emerging market and developing economies includes India, China,
Saudi Arabia, Mexico, Vietnam and other developing economies.
In 2025, global growth is being driven by strong domestic demand, resilient labour markets, and sectoral
expansion across major economies. India is propelled by infrastructure investment and rising
consumption, while the U.S. benefits from innovation and easing monetary policy. The UK and Japan
are seeing modest recoveries through trade and capital investment. Emerging markets are gaining
momentum through commodity exports, improving supply chains, and neutral fiscal policies, despite
facing structural and geopolitical challenges
The global real GDP growth was 3.3% in CY2024 and is anticipated to decrease to 3.2% in CY2025 and
3.1% in CY2026. The rapid increase in trade tensions and exceptionally high levels of policy uncertainty
is anticipated to considerably affect global economic activity. The growth is projected to remain steady
at around 3.1% from thereon till CY2030, wherein growth would be driven mainly by easing of monetary
policy and strong private consumption.
Growth trend in Advanced Economies
Meanwhile, the real GDP growth rate for advanced economies was 1.8% in CY2024 and is expected to
slow to 1.6% in CY2025, then gradually to remain around 1.6% in CY2026, and reach around 1.5% by
CY2030, maintaining a steady pace. United States of America’s (USA) real GDP grew by 2.8% in
CY2024 and is expected to drop to 2.0% in CY2025 due to unclear policies, trade tensions, and weaker
demand. It may rise slightly to 2.1% in CY2026 and stay around 1.8% through CY2030.
The European region recovered from a low of 0.4% growth in CY2023 to 0.9% in CY2024, growth is
forecasted to grow to 1.2% in CY2025, then remain around 1.1% in CY2026. Amongst the Euro region
France grew 1.1% in CY2024, expected to grow 0.7% in CY2025, Italy grew 0.7% in CY2024, expected
to grow 0.5% in CY2025, Spain grew around 3.5% in CY2024, expected to slow down to 2.9% in
CY2025 and Germany growth shrunk by -0.5% in CY2024, expected to stay flat around 0.2% in CY2025.
Japan’s economic growth has remained modest, largely due to structural issues such as an aging
population and low productivity, despite continued support from government spending and monetary
policies. Compared to other countries, Japan’s recovery after the pandemic has been relatively weak.
GDP was 1.0% in CY2022, rose to 1.2% in CY2023, but dropped to 0.1% in CY2024 due to weak global
demand and internal challenges. GDP is expected to grow 1.1% in CY2025, then slowdown to 0.5%
168annually through CY2030.
In comparison with other advanced countries, the United Kingdom grew 0.4% in CY2023, improved to
1.1% in CY2024, and is expected to maintain 1.3% growth in CY2025. Long-term growth may stay
around 1.4% by CY2030.
Growth trend in emerging market and developing economies
In CY2024, real GDP growth across emerging and developing economies stood at 4.3% but is expected
to slow to 4.2% in CY2025 and 4.0% in CY2026. This decline is largely due to the impact of recent trade
policies and tariff pressures, which have weakened export competitiveness in many Asian countries.
Although domestic demand offers some support, export-driven growth models especially in ASEAN
nations that are deeply integrated into global supply chains—are facing challenges. As a result, overall
growth in emerging and developing Asia is projected to fall from around 4.6% in CY2024 to 4.2% in
CY2025.
China’s economic growth has eased from its previous high-growth trajectory, challenged by structural
factors such as declining productivity, stress in the property sector, and demographic shifts. Although
public investment and policy support have provided some stability, the post-pandemic recovery has been
uneven. Real GDP expanded by 3.1% in 2022, picked up to 5.4% in 2023, and is expected to slow to
5.0% in 2024, driven by consumer spending but weighed down by weak property investment. Growth is
forecast at 4.8% in 2025, with a gradual deceleration to about 3.4% annually through 2030 if significant
reforms are not implemented.
Middle Eastern countries like the UAE, Saudi Arabia, and Qatar have implemented bold policy reforms
that have significantly boosted their real estate markets. The UAE’s Golden Visa, 100% foreign
ownership, and expanded freehold zones have attracted global investors, while Saudi Arabia’s Vision
2030 and giga projects like NEOM are reshaping urban landscapes. Qatar, post-FIFA World Cup, is
leveraging global visibility to draw investment into its property sector. These reforms, backed by
transparent legal frameworks and sustainable financing models, have made the region a competitive force
for India.
In Sub-Saharan Africa, GDP grew at a solid 3.7% in CY2024 and is expected to reach 4.1% in CY2025.
The region’s youthful population and rising consumer demand provide a strong base for future growth.
Within the region, South Africa and Nigeria, the two largest economies, recorded growth rates of 0.5%
and 4.1% respectively in CY2024, with projections of around 1.1% and 3.9% for CY2025.
Meanwhile, emerging and developing European economies saw growth of approximately 3.5% in
CY2024, which is expected to decline to 1.8% in CY2025. In Latin America and the Caribbean, GDP
growth is forecasted to drop from about 2.4% in CY2024 to remain flat at 2.4% in CY2025.
Growth trend in India
India remains the fastest-growing major economy globally, with real GDP growth rising from
approximately 7.6% in CY2022 to 9.2% in CY2023. In CY2024, growth moderated to 6.5% as the surge
in demand following the pandemic began to normalize, allowing the economy to align more closely with
its long-term potential. According to the IMF, India is projected to grow by 6.6% in CY2025 and 6.2%
in CY2026, driven by strong private consumption—particularly in rural areas—and sustained investment
activity. However, these projections are slightly lower (by 0.3%) due to rising global trade tensions and
economic uncertainty. Looking ahead to CY2030, India’s growth is expected to remain steady at around
6.5%, supported by ongoing structural reforms, infrastructure development, and favourable
demographics.
1.2. Key factors impacting global macroeconomic landscape
The Trump-era tariffs on global commodities like steel, aluminium and lumber raised U.S. construction
costs by 5%, triggering inflation and disrupting real estate markets worldwide. Emerging markets faced
delays and budget overruns, while inflation led to cautious expansion and reduced leasing activity.
169Currency volatility and diverging monetary policies further impacted financing costs and cross-border
investments. Countries hit hardest by tariffs are China, Mexico, and Canada which saw reduced property
investment, while India, Vietnam, and South Korea gained traction.
India is expected to benefit from the disruptions caused by the global trade war, particularly in the real
estate sector, provided it takes strategic advantage of the shifting global landscape. As investors reduce
exposure to markets heavily impacted by tariffs, such as China and Mexico, India emerges as one of the
attractive destinations due to its relatively stable trade environment and large domestic market. This shift
could lead to increased foreign investment in Indian real estate.
India’s ongoing infrastructure development and urbanization efforts further enhance its appeal.
Investments in smart cities, metro systems, and highways, combined with global capital seeking stable
returns, can accelerate urban real estate growth in cities mainly in the southern and western regions. The
expansion of the technology and services sectors also supports demand for office spaces, co-working
hubs, and IT parks, contributing to long-term growth in commercial real estate.
Moreover, India’s demographic advantage and growing middle class make it an attractive market for
residential real estate. Global developers and investment funds are expected to increasingly target
affordable and mid-income housing segments, where demand remains strong.
Over the long term, global real estate markets are expected to experience slower growth, particularly in
regions that rely heavily on foreign capital and international trade. Continued supply chain disruptions
and policy uncertainty to lead to regional imbalances in property development and pricing. As a result,
strategic investors are expected to favour more stable markets and manage risk through diversified
portfolios and currency strategies.
2. Domestic Economic overview
2.1. Trend in GDP growth in India and its Outlook
India’s real Gross Domestic Product (GDP) for FY2025 is estimated to have grown by 6.5%, as per the
Provisional Estimates (PE) released by the National Statistical Office (NSO), Ministry of Statistics and
Programme Implementation (MoSPI) in May 2025. This marks a slight upward revision from the earlier
estimate of 6.4% announced in January 2025. The GDP is now projected to reach Rs 188 trillion (lakh
crore). In FY2024, India’s real GDP recorded a growth of 9.2%, compared to 7.6% in FY2023, making
FY2024 the third consecutive year of real GDP growth exceeding 7.0%. This growth has been largely
fuelled by strong domestic demand, a dynamic demographic profile, ongoing economic reforms, and
India’s expanding role in global trade, investment, and innovation. The Government’s emphasis on
infrastructure and economic development has further reinforced this positive growth trend. Additionally,
the International Monetary Fund (IMF) forecasts India to remain the world’s fastest-growing major
economy, projecting a 6.5% annual output growth between FY2028 and FY2031.
Chart 4: Historical trend and projection of Real GDP of India (Rs lakh crore)
Source: RBI, IMF, ICRA Analytics
Note: F-Forecasted; E- Estimated
Data from FY2026-2031F are forecasted from IMF
FY2025(E) is the provisional Estimates released by the National Statistical Office (NSO)
170The Reserve Bank of India has projected real GDP growth at 6.5% for FY2026 retaining the fastest-
growing major economy in the world, maintaining the same rate as estimated for FY2025, following a
strong expansion of 9.2% in the preceding year.
The quarterly projections stand at 6.6% in Q3, and 6.3% in Q4. Agriculture remains on a positive footing,
supported by healthy reservoir levels and robust crop production, which is expected to sustain rural
demand. Manufacturing is showing early signs of revival amid improved business sentiment, and the
services sector continues to demonstrate resilience.
On the investment side, activity is gaining pace on the back of higher capacity utilization, continued
government focus on infrastructure, and strong balance sheets of banks and corporates. Easing financial
conditions have also aided this recovery. While services exports are likely to remain steady, merchandise
exports could face headwinds from global uncertainties and trade disruptions. Looking ahead, the RBI
has projected real GDP growth at 6.5% for FY2027, suggesting continued recovery momentum.
Table 2: Real GDP growth forecasted by Reserve Bank of India
Real GDP Growth FY2025 FY2025 E FY2026 F FY2026 F FY2027 F
(at constant 2011-12
prices)
Q4 (F)
% change Q1 Q2 Q3 Q4 (E) Q1 Q2 (E) Q3 (F) (F)
(F)
GDP at market prices 6.5 5.6 6.4 7.4 6.5* 7.8 8.2 6.6 6.3 6.7 6.5
F- Forecasted; E- Estimated
Source: RBI, ICRA Analytics
Chart 5: Historical trend of Nominal GDP of India (Rs lakh crore)
Nominal GDP
18.9%
350.0 20.0%
300.0
14.0%
15.0%
12.0%
250.0 10.6%
9.8%
10.0%
200.0
6.4%
150.0
5.0%
100.0
-1.2%
0.0%
50.0
189.0 201.0 198.5 236.0 268.9 301.2 330.7
0.0 -5.0%
FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025(E)
Nominal GDP (Rs. lakh crore) Nominal GDP Growth (%)
Source: RBI, ICRA Analytics
Note: E- Estimated
FY2025(E) is the provisional Estimates released by the National Statistical Office (NSO)
India's nominal GDP has shown an upward trend from FY2020 to FY2025(E), with significant growth
in some years, particularly after the initial dip due to the pandemic. Estimates suggest a nominal GDP of
Rs 330.7 trillion (lakh crore) by the end of March 2025, with a growth of 9.8% over the previous year,
reflecting sustained economic momentum. This steep growth reflects the country’s expanding economic
base and rising income levels.
1712.2. Gross Value Added growth in India
Table 3: Real Growth in Gross Value Added in the past 5 years
Real GVA Growth FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
(FRE) (PE)
Agriculture, Forestry and Fishing 4 4.6 6.3 2.7 4.6
Industry 1.1 9.6 -0.0 11.0 4.5
Mining and Quarrying -8.2 6.3 3.4 3.2 2.7
Manufacturing 3.1 10.0 -1.7 12.3 4.5
Electricity, Gas, Water Supply and Other
-4.2 10.3 10.8 8.6 5.9
Utility Services
Services -7.9 10.6 10.2 9.2 7.9
Construction -4.6 19.9 9.1 10.4 9.4
Trade, Hotels, Transport,
Communication and Services Related to -19.9 15.2 12.3 7.5 6.1
Broadcasting
Financial, Real Estate and Professional
1.9 5.7 10.8 10.3 7.2
Services
Public Administration, Defence and
-7.6 7.5 6.6 8.8 8.9
Other Services
GVA at Basic Prices -4.1 9.4 7.2 8.6 6.4
Source: RBI, ICRA Analytics
FRE: First Revised Estimates
PE: Provisional Estimates
India's real Gross Value Added (GVA) growth for the fiscal year 2024–25 (FY2025) is estimated at
6.4%, according to provisional estimates released by the National Statistical Office (NSO) on 30th May
2025. This marks a moderation from the 8.6% growth recorded in FY2024.
The agriculture and allied sector have become a key contributor to economic growth, with real Gross
Value Added (GVA) projected to increase by 4.6% in FY2025, up from 2.7% in FY2024. At the same
time, the construction sector is expected to register a robust 9.4% growth, driven by accelerated
infrastructure development. Likewise, the financial, real estate, and professional services sector is
projected to grow by 7.9%, reflecting strong momentum in business and real estate activities. These
sectoral trends suggest that while overall GVA growth has moderated, agriculture showed strong growth
momentum while construction and services continue to exhibit strong performance, contributing
positively to the economy's resilience.
2.3. Performance of key macroeconomic indicators
2.3.1 Trends in Industrial growth
Aided by strong corporate profits on the back of reduced input cost pressures and government support in
promotion of manufacturing in India through various schemes such as Make in India, Startup India,
Digital India, etc, led to healthy growth in Index of Industrial Production (IIP). Industrial output reported
expansion of 4.0% in FY2025 as compared to 5.9% in the preceding year (i.e. FY2024). Led by electrical
equipment, transport equipment, furniture and basic metals, 17 of 23 industry groups recorded y-o-y
expansion in the manufacturing space. Moreover, while considering user-based classification all
categories reported year over year growth. Going forward, India’s manufacturing sector is expected to
reach US$ 1 trillion by FY2025-26, mainly led by investments in automobile, textiles and electronics
industries.
Chart 6: Movement in Index of Industrial Production and its Components
172180 180
153
160 147 160
139
140 129 132 16 17 140
118 15
120 13 14 112 117 120
13 106
100 101 102 100
91
80 80
60 60
40 40
20 20
16 15 16 17 19 19
0 0
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Mining & Quarrying Manufacturing
Electricity Index of the Industrial Production
Source: PIB, RBI, ICRA Analytics
Chart 7: Index of Industrial Production - Use-Based Classification
200 200
147 153
132 139
150 118 24 23 150
100 12 32
112 852 212 053 21 25 21 36
100
50
21 615 2 75 2 86 2 97 2 98
50
40 44 47 50 52
0 0
FY2021 FY2022 FY2023 FY2024 FY2025
Primary goods Capital goods
Intermediate goods Infrastructure/ construction goods
Consumer durables Consumer nondurables
Index of Industrial Production
Source: RBI, ICRA Analytics
2.3.2 Review of inflation in India
Chart 8: CPI trend over the past ten years, FY2016-FY2025
250 12.0%
9.9% 9.5%
200 10.0%
150 6.0% 6.2% 5.5% 6.7% 5.4% 8.0%
4.9% 4.5% 4.8% 4.6% 6.0%
100 3.6% 3.4% 4.0%
4.0%
50 2.0%
102.5 112.2 118.9 124.7 130.3 135 139.6 146.3 155.3 163.8 174.7 184.1 192.6
0 0.0%
CPI- Annual Average CPI-Combined Index CPI- Annual Average y-o-y growth (in %)
Source: RBI, MOSPI, ICRA Analytics
173Chart 9: Monthly CPI trend over the past two years (in %)
Source: RBI, MOSPI, ICRA Analytics
Retail inflation in India, as indicated by the Consumer Price Index (CPI), which represents the cost of
daily goods and services, retail inflation in India has followed a steady downward path over the past three
financial years, falling from 6.7% FY2023 to 5.4% during FY2024, and further to 4.6% during FY2025.
This consistent moderation highlights the combined impact of the Reserve Bank of India’s calibrated
monetary policy and the Government of India’s focused interventions to ease supply-side constraints and
stabilise prices of essential commodities. The declining trend has helped ease cost-of-living pressures
and fostered a more stable environment for economic growth.
The year-on-year inflation rate for October 2025, compared to October 2024, stood at 0.25%. This marks
a sharp decline of 129 basis points in headline inflation from September 2025 to October 2025,
representing the lowest inflation recorded in the current CPI series. The significant drop in headline and
food inflation during October 2025 is mainly due to a favorable base effect and a reduction in inflation
rates of Vegetables, Pulses, Cereals, Sugar, Milk, and Spices. Food inflation was -5.02%, indicating a
steep fall in food prices.
The year-on-year inflation rate for September 2025, compared to September 2024, stood at 1.54%. This
represents a decline of 53 basis points in headline inflation from August 2025 to September 2025,
marking one of the lowest inflation levels since December 2018. The notable drop in both headline and
food inflation during September 2025 is primarily due to a favorable base effect and a reduction in
inflation rates of Vegetables, Oil and Fats, and Fruits. Food inflation was -2.28%, the lowest since
December 2018.
The year-on-year inflation rate for August 2025, compared to August 2024, stood at 2.07%. This marks
an increase of 46 basis points in headline inflation from July 2025 to August 2025. The rise in both
headline and food inflation during August 2025 is mainly attributed to higher inflation in Vegetables,
Meat and Fish, Oil and Fats, Personal Care, and Eggs. Food inflation was -0.69%, indicating continued
negative growth in food prices for the third consecutive month.
Table 4: CPI inflation forecasted by Reserve Bank of India
CPI Inflation FY2026 FY2027
Q3 Q4 FY2026 Q1 Q2
% change 0.6 2.9 2.0 3.9 4.0
Source: MPC, ICRA Analytics
As of December 2025, the Reserve Bank of India (RBI) has revised its Consumer Price Index (CPI)
174inflation forecast for the fiscal year 2025–26 (FY2026) downward to 2.0%, from an earlier projection of
3.1% in August and 3.7% before that. This adjustment reflects continued weakness in food inflation,
strong agricultural output, favorable monsoon conditions, and subdued core price pressures.
2.3.3 Interest rate movement in India
Chart 10: Repo rate movement in India (on year, in percentage)
8.00%
6.75%
6.50% 6.50%
7.00% 6.25% 6.25% 6.25%
6%
6.00%
5.00% 4.40%
4% 4%
4.00%
3.00%
2.00%
1.00%
0.00%
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: CMIE, ICRA Analytics
Table 5: Recent Repo Rate Maintained by the Reserve Bank of India
Date Repo Rate
RBI Repo Rate on 5-Dec-2025 5.25%
RBI Repo Rate on 1-Oct-2025 5.50%
RBI Repo Rate on 6-August-2025 5.50%
RBI Repo Rate on 6-Jun-2025 5.50%
RBI Repo Rate on 9-Apr-2025 6.00%
RBI Repo Rate on 7-Feb-2025 6.25%
RBI Repo Rate on 6-Dec-2024 6.50%
RBI Repo Rate on 9-Oct-2024 6.50%
RBI Repo Rate on 8-Aug-2024 6.50%
RBI Repo Rate on 7-Jun-2024 6.50%
RBI Repo Rate on 5-Apr-2024 6.50%
RBI Repo Rate on 7-Feb-2024 6.25%
RBI Repo Rate on 9-April-2023 6.00%
Source: RBI, ICRA Analytics
On December 5, 2025, the RBI’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra,
decided to cut the repo rate by 25 basis points to 5.25%, while maintaining a “neutral” stance. This
marked the fourth-rate action in 2025 and reflected a dovish tone amid historically low inflation and
strong growth momentum. The committee revised the FY2026 CPI inflation forecast sharply downward
to 2.0% (from 2.6% in October) and raised the GDP growth projection to 7.3%. Quarterly inflation
estimates were also lowered significantly: Q3 FY2026 to +0.6% (from +1.8%) and Q4 FY2026 to +2.9%
(from +4.0%). The MPC emphasized that the rate cut cycle is likely complete, with future moves
remaining data-dependent given global uncertainties and domestic liquidity conditions.
On October 1, 2025, the RBI’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra, again
kept the repo rate unchanged at 5.50% and maintained a “neutral” stance. The decision reflected
continued disinflationary trends (inflation forecast lowered to 2.6%) and improved growth prospects
(6.8%). The committee emphasized a data-dependent approach, noting global uncertainties and the need
to monitor the transmission of earlier policy actions.
175On August 6, 2025, the RBI’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra,
decided to keep the repo rate unchanged at 5.50%, following earlier cuts totalling 100 basis points in
2025. The policy stance remained “neutral,” signalling a pause to assess the impact of previous rate
reductions. The committee cited easing inflation (forecast revised to 3.1%) and stable growth outlook
(6.5%) as reasons for holding rates steady.
On June 6, 2025, the RBI’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra,
announced a further 50 basis point cut in the repo rate, reducing it from 6.0% to 5.5%. Along with this,
the policy stance shifted from “accommodative” to “neutral,” indicating this may be the final cut in the
current cycle of monetary easing.
The Monetary Policy Report for April 2025, released alongside the 54th session of the Monetary Policy
Committee, outlines a balanced approach adopted by the Reserve Bank of India (RBI) to support
economic growth while maintaining price stability. The decision to lower the policy repo rate by 25 basis
points to 6% is based on easing inflation particularly in food prices and a gradual recovery in economic
activity. With GDP growth expected at 6.5% for FY2026 and inflation projected to remain within the
4% target range, the report reflects cautious optimism amid global uncertainty.
On the external front, robust services exports and strong remittance inflows have cushioned the
merchandise trade deficit, helping keep the current account deficit at sustainable levels. In addition,
improved system liquidity, reduced short-term borrowing costs, and stable foreign exchange reserves
underscore the resilience of India’s financial system. The RBI reaffirmed its commitment to closely
monitoring evolving conditions and taking timely and calibrated measures to ensure macroeconomic and
financial stability.
• India’s monetary policy over the past decade has been marked by gradual rate reductions prior
to the pandemic, aimed at spurring growth while controlling inflation. The RBI then
implemented significant rate cuts during the COVID-19 pandemic to support the economy.
• Subsequently, the RBI raised rates in 2022 to address rising inflation and stabilize the rupee.
Rates remained largely unchanged during 2023 and 2024.
• The RBI’s repo rate ended 2024 at 6.25%, down from 6.50% at the end of 2023 and from 7.50%
a decade ago. The average repo rate over the past ten years stood at 5.85%.
As of October 1, 2025, the RBI kept the repo rate unchanged at 5.50%, while the reverse repo rate
remained at 3.35%. This decision came after three earlier rate cuts in February, April, and June 2025
totalling 100 basis points, bringing the repo rate down from 6.50% to 5.50%. The policy stance continued
to be neutral, with the MPC unanimously voting to maintain rates.
In response to rising global economic uncertainty, particularly due to the impact of new US tariffs on
global trade flows, the members of the Monetary Policy Committee unanimously voted to cut the repo
rate to 6%, with the goal of encouraging lending and investment, stimulating demand, and boosting
overall economic activity.
Conclusion: Despite the improving inflation outlook, the RBI remains cautious. It flags downside risks
to growth from uncertainty about global trade post-protectionist measures, protracted geopolitical
tensions and global financial market volatility. These very factors also pose upside risks to inflation,
reinforcing the need for a balanced, watchful approach.
As per RBI, Reserve Bank will undertake liquidity management operations in sync with the monetary
policy stance and keep system liquidity adequate to meet the needs of the productive sectors of the
economy.
2.3.3.1 Impact of Recent Repo Rate Cuts on Housing Demand
Lower Borrowing Costs & Improved Affordability: The RBI’s cumulative repo rate cuts in 2025 (up
to 100 basis points, bringing the rate to 5.5%) have significantly reduced home loan interest rates and
lowering EMIs. This makes homeownership more affordable and boosts loan eligibility for buyers.
176Boost in Housing Demand Across Segments: Affordable & Mid-Income Housing: These rate-sensitive
segments have seen the strongest surge in demand, especially in Tier-2 and Tier-3 cities. Metro Markets:
Cities such as Mumbai, Bengaluru, and Pune are witnessing steady growth in sales and new launches.
Luxury Housing: Gains are more sentiment-driven than rate-driven, but positive, nonetheless.
Developer Optimism & New Project Launches: With the RBI’s recent 25 bps repo rate cut to 5.25%
in December 2025, borrowing costs have eased significantly. This move is expected to breathe new life
into stalled developments and fast track fresh project launches. Industry experts describe the cut as a
pivotal moment, reinforcing liquidity in the market and boosting both developer momentum and buyer
confidence.
Positive Sentiment & Faster Sales Conversions: Reduced EMIs and improved affordability have
triggered higher enquiries and faster sales conversions. First-time homebuyers who were hesitant are
now entering the market, aided by tax incentives announced in the Union Budget.
Expected Price Trends: While demand is rising immediately, property prices are expected to appreciate
gradually at 6-8% annually in 2025, with sharper gains in high-demand pockets like NCR, Bengaluru
and Pune
Challenges & Caveats: Full benefit depends on banks passing on rate cuts promptly. Rising property
prices and inflation could offset affordability gains.
2.3.4 Exchange rate movement in India
Chart 11: Exchange rate movement in India
88.0
86.6
87.0 86.2
85.9
87.0 85.6
86.0 85.2
85.0 84.4
83.6 83.8 85.0
84.0
84.0
83.9
83.0
82.0
81.0
Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25
Source: X-rates, ICRA Analytics
Over the past year (July 2024 to June 2025), the USD/INR exchange rate has experienced moderate
fluctuations, influenced by global and domestic economic factors, geopolitical events, war scenarios and
foreign investments flows. On February 7, 2025, the USD/INR exchange rate reached its peak at
₹87.8/US$ while the lowest rate was recorded on May 5, 2025, at Rs 84.22/USD.
2.3.5 Key growth/demographic drivers for economic growth affecting real estate sector
India’s economic and real estate landscape is increasingly influenced by demographic trends that vary
by region. Urbanisation, age distribution, income growth, migration, and changing family structures are
driving distinct real estate demands across the country.
Urbanisation & Migration: Rapid urban growth in North and West India)is attracting rural migrants,
creating strong demand for affordable and mid-segment housing. In South India (, tech-driven migration
fuels demand for premium housing, co-living spaces, and tech parks, supported by start-up ecosystems
and favourable living conditions.
Young Population Influence: With a median age of ~29 years, India’s youth is driving demand for
rentals, co-living models, and compact smart homes, especially in cities like Bengaluru, Pune, and
Gurugram. Walk-to-work and mixed-use developments are becoming popular among young
177professionals.
Nuclear Families & Smaller Households: Shrinking household sizes due to higher incomes and
urbanisation are increasing demand for compact apartments, especially in Tier 1 and emerging Tier 2
cities like Lucknow, Indore, and Coimbatore. Developers are responding with 2BHK units and township
projects.
Income Growth & Aspirational Buying: Rising middle-class incomes and improved housing
affordability are pushing a shift from renting to ownership. Cities like Jaipur, Chandigarh, and Kochi are
witnessing increased demand for mid-income and affordable housing post-pandemic. As per RBI norms
aligned with Pradhan Mantri Awas Yojana, affordable housing is defined as homes priced up to Rs 65
lakh in metro cities (with a carpet area of up to 60 m²) and up to Rs 40 lakh in non-metro areas (with a
carpet area of up to 90 m²).
Industrial Growth & Job Creation: Real estate demand is rising around industrial zones and IT parks.
West India (Gujarat, Maharashtra) sees growth in residential and logistics parks; South India benefits
from tech manufacturing hubs; East India lags, except for stable demand in Kolkata.
Government Policies & Infrastructure: Initiatives like PMAY, Smart Cities, and metro expansions are
lifting regional sentiments. Pro-business policies in states like Telangana and Tamil Nadu are attracting
FDI and boosting housing near industrial hubs.
Ageing Population: With ~8% of the population over 60, senior living communities are slowly emerging
in cities like Pune and Coimbatore, especially with rising NRI interest in retirement housing.
Technology growth in Tier-2 & Tier-3 cities is driving rental demand: Tier-2 and Tier-3 cities are
emerging as technology hubs due to abundant talent, lower operational costs, strong government support,
and better quality of life all of which are attracting Professionals, Startups and Small & Medium
Enterprises. This influx is directly fuelling the rental market, as growing economic activity and migration
increase demand for residential and commercial spaces, further supported by rising internet access and
digital adoption in these regions.
3. Market Overview of the Residential real estate Sector in India
3.1. Overview of the Residential real estate Sector in India
The global real estate industry was valued at Rs 1,158 trillion in FY2024 and grew to Rs 1,313 trillion
in FY2025. In comparison, the Indian real estate market stood at Rs 29.50 trillion in FY2024 and is
projected to reach Rs 69.81 trillion by FY2030.
In terms of revenue, India accounted for 2.7% of the global real estate market in FY2025. Within India,
the residential segment dominated, comprising 58.7% of the total real estate sector.
In FY2024, the Indian real estate market is expected to see the delivery of over 5.3 lakh housing units,
the highest annual delivery volume in a decade. This surge is attributed to the clearance of COVID-19-
induced backlogs and the revival of stalled projects supported by the government-backed SWAMIH
fund.
Changing consumer preferences, fueled by rising aspirations for an improved lifestyle and growing
confidence in India’s economic outlook, continue to drive strong residential sector sales. Additionally,
sustained government support through affordable housing schemes, infrastructure investment, and pro-
business policies is reinforcing growth momentum across various real estate asset classes.
178Chart 12: India’s Real Estate Market (in Rs Trillion), FY2021-FY2030 F
80.0
69.8
70.0
63.1
60.0 56.4
49.7
50.0
42.9
40.0 36.2
29.5
30.0
22.8
18.2
20.0 15.9
10.0
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
Chart 13: India’s Residential Real Estate Market (in Rs Trillion), FY2021-FY2030F
70.0
59.1
60.0
49.8
50.0
41.4
40.0
33.5
30.0 26.9
21.3
20.0 17.2
13.4
8.8
10.0 5.5
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
The real estate sector is among the most globally recognized industries. Its growth is fuelled by the
expansion of the corporate sector and increasing demand for urban and semi-urban housing.
Construction ranks as the third-largest sector in terms of FDI inflows into India. Between April 2000 and
March 2024, FDI in construction development and related activities reached US$ 60.53 billion.
According to Knight Frank India’s ‘Trends in Private Equity Investment in India 2024’ report, the Indian
real estate sector attracted Rs 35,300 crore (US$ 4.15 billion) in private equity (PE) investments in
calendar year 2024—reflecting a 32% annual growth.
The sector is also expected to see continued investment from Non-Resident Indians (NRIs), both in the
short and long term. Bengaluru is projected to be the most preferred destination for property investment
among NRIs, followed by Ahmedabad, Pune, Chennai, Goa, Delhi, and Dehradun.
In CY 2024, NRIs contributed to approximately 15%–25% of the investment in newly launched
179residential projects across India’s top seven cities—Delhi-NCR, Mumbai Metropolitan Region,
Bengaluru, Pune, Hyderabad, Chennai, and Kolkata.
In FY2025, the residential real estate market saw a 23.6% growth over FY2024, driven by rising incomes
and growing demand in the premium and luxury housing segments, despite challenges such as high
mortgage rates and elevated property prices.
Sales and Launches
Chart 14: Housing Units Sales and Launches in CY-Q1 2025 (Jan-March 2025) across Top 8 Cities
30,000
24,930
25,000
25,706
20,000
12,504
14,248 14,231
15,000
16,524 16,231
9,459 4,687
10,000 13,276
10,661
4,357 3,858
5,000
4,576 3,707 5,628
0
Mumbai NCR Pune Bengaluru Hyderabad Ahmedabad Chennai Kolkata
Sales Launches
Source: Knight and Frank, India Real Estate, Office and Residential Market - January - March 2025, IMARC, ICRA Analytics
Table 6: Sales Trend in Top 8 Cities (in Units)
Cities CY-Q1 CY- Q2 CY- Q3 CY- Q4 CY- Q1 CY Q1 2024-35 YoY
2024 2024 2024 2024 2025 Change
Mumbai 23,743 23,516 24,222 24,706 24,930 5%
NCR 15,527 13,471 12,976 15,680 14,248 -8%
Pune 13,133 12,693 13,200 14,621 14,231 20%
Bengaluru 11,832 14,271 14,604 13,354 12,504 -5%
Hyderabad 9,550 9,023 9,114 9,287 9,459 -1%
Ahmedabad 4,673 4,704 4,578 4,507 4,687 0%
Chennai 3,950 4,025 4,105 4,158 4,357 10%
Kolkata 3,937 5,193 4,309 3,950 3,858 -2%
Source: Knight and Frank, India Real Estate, Office and Residential Market - January - March 2025, IMARC, ICRA Analytics
As per available data, housing unit sales volumes remained steady during Q1 of CY 2025. A total of
88,274 units were sold during the January–March 2025 period, reflecting a 2% year-on-year (YoY)
increase.
The highest sales volumes were recorded in Mumbai, with 24,930 units sold, marking a 5% YoY growth
in Q1 2025. The surge in residential sales in Mumbai is being driven by a growing aspiration for
homeownership, increased traction in premium housing, favorable economic conditions, robust
infrastructure development, and rising buyer confidence in the real estate market.
Pune and Chennai also witnessed notable YoY growth in residential sales—20% and 10%, respectively,
in Q1 2025. In Pune, the growth was supported by a combination of factors including the rapid expansion
of the IT sector, enhanced infrastructure, and a strong influx of working professionals.
Conversely, housing sales declined in NCR and Bengaluru, with YoY drops of 8% and 5%, respectively.
180Although these cities benefit from strong employment generation across sectors, uncertainty in job
markets has led to some disruption. Additionally, while property prices rose, sales volumes declined in
these regions.
In terms of new launches, 96,309 units were introduced in Q1 CY 2025, reflecting a 3% growth over the
previous period.
The Bengaluru market registered the highest YoY growth in new launches at 26% during Q1 2025.
Mumbai and Bengaluru accounted for the largest share of newly launched units, together contributing
44% of total launches during this period.
Pricing Trends
Housing prices in India have strengthened over the last few quarters with all the eight major cities
experienced a notable increase in housing prices owing to several factors including robust demand from
homebuyers, resilient domestic economic growth, stable interest rate cycle and a rise in the cost of
construction materials.
Price levels in Bengaluru and NCR witnessed an exceptional growth at 16% and 12% YoY as the focus
sharpened toward development of premium, high-rise properties. This is driven by wealth creation
among startup entrepreneurs and senior and mid-level employees who have benefited from rising
opportunities. Establishing several ‘Global Capability Centres” GCCs in Bengaluru, particularly in the
BFSI sector, has further fueled demand.
Also, cities like Kolkata, Hyderabad each witnessed growth of 9% YoY.
India led in terms of economic growth prospects in CY- Q1 2025. The RBI’s growth estimate for FY
2026 revised lower to 6.7%. Also, the Central Bank reduced policy rates for the first time since 2020 by
25 bps and consumer inflation dropped to 3.61% in CY- Q1 2025. RBI’s recent initiatives to increase
liquidity in the banking system are anticipated to increase credit availability at reduced interest rates for
homebuyers which will benefit the market growth in the coming time.
Table 7: Average price change across Top 8 Cities during CY- Q1 2025
Market YoY Change CY (Q1 2024- Q1 2025) QoQ Change CY- (Q4 2024- Q1 2025)
Bengaluru 16% 7%
NCR 12% 6%
Kolkata 9% 3%
Hyderabad 9% 3%
Chennai 7% 1%
Pune 6% 1%
Mumbai 6% 1%
Ahmedabad 2% 0%
Source: Knight and Frank, India Real Estate, Office and Residential Market - January - March 2025, IMARC, ICRA Analytics
3.2. Demand Drivers:
Strong Economic Growth: India’s economy continues to expand steadily and confidently, maintaining
its position as the fastest-growing major economy globally. Gross Domestic Product (GDP) measures
the size and health of the economy. In 2024–25, real GDP growth was estimated at 6.5%. The Reserve
Bank of India projects the same growth rate to persist in 2025–26. This economic momentum, along with
a rising number of high net worth individuals, is boosting disposable incomes among homebuyers.
Consequently, demand for luxury housing is rising, offering spacious residences equipped with modern
amenities for a refined lifestyle and elevated living experience. For example, Delhi-NCR recorded sales
of 3,960 luxury homes priced at Rs 6 crore and above during January–June 2025 — over three times
higher than the previous year, as per a CBRE and Assocham report.
181Urbanization: As per the World Bank, India’s urban population is projected to reach 600 million by
2036, fuelling robust housing demand, particularly in cities with better infrastructure and employment
opportunities. However, a gap in supply persists — only 3 homes are built per 1,000 people compared to
a requirement of 5 — resulting in an urban housing shortfall of approximately 10 million units. In South
India, Tier 2 cities like Coimbatore, Visakhapatnam, Mysuru, Madurai, and Vijayawada are seeing rising
demand from first-time homebuyers, NRIs, and remote workers who prefer affordable yet well-
connected residential options. Enhanced infrastructure, expanding IT and manufacturing hubs, and rising
interest from NRIs and remote employees are positioning these cities as appealing residential
destinations.
Government Support: The government has intensified investments through the Pradhan Mantri Awas
Yojana (PMAY), introducing PMAY-U 2.0 with a goal to support one crore urban poor and middle-
income families, backed by a budget exceeding Rs 10 lakh crore. This initiative aims to fast-track
affordable housing development, particularly in underserved areas. Tier 2 and Tier 3 cities in South India
are among the main beneficiaries. Furthermore, dedicated funds like SWAMIH are helping restart stalled
mid-income housing projects, restoring supply pipelines and consumer trust. Cities such as Trichy,
Salem, Warangal, and Nellore are experiencing renewed construction momentum owing to these
government efforts.
Investment Flows: Rising domestic and international investments, increasing interest in REITs, and
growing retail participation are propelling sector growth and supporting new project launches.
Government reforms like RERA and GST rationalization have made the real estate market more
transparent, regulated, and streamlined — significantly enhancing investor confidence. This has drawn
both domestic and foreign direct investment (FDI), directing greater capital into ongoing and future
developments. Moreover, the government’s allowance of up to 100% FDI for township and settlement
development projects has notably opened India’s real estate sector to substantial foreign funding.
Green Residential Projects: Real estate developers are increasingly prioritizing eco-friendly buildings
and sustainable living spaces that align with LEED Green Building standards. Many are now launching
residential projects with green certifications. To further promote green housing, in 2023, the
Confederation of Real Estate Developers Association of India (CREDAI) partnered with the Indian
Green Building Council (IGBC). As part of this collaboration, CREDAI committed to developing over
1,000 Certified Green Projects across India within two years, and 4,000 projects by 2030, through the
adoption of IGBC Green and Net Zero building rating systems. This initiative is expected to add over
4,00,000 green housing units nationwide.
3.3. Zonal Future Sentiment Score
Chart 15 : Zonal Future Sentiment Score (April 2024-June 2025)
80 63 65 65 66 61 66 68 69 64 62 61 63 61 61
55 57 58 58 55
60
48
40
20
0
Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025
North South East West
Source: NAREDCO, IMARC, ICRA Analytics
In Q2 2025, sentiment scores across zones showed a synchronized rebound, with all regions remaining
in the optimistic territory.
The North Zone notably recovered from its post-COVID low of 48 in CY-Q1 2025 to 55 in CY-Q2 2025,
182signaling stabilization in stakeholder confidence. While Delhi-NCR witnessed continued price
escalation, developers' shift towards premium inventory and ongoing infrastructure projects have
supported a more balanced outlook.
The South Zone sentiment score rose from 58 in CY-Q1 2025 to 63 in CY-Q2 2025, supported by robust
commercial leasing in Bengaluru and Hyderabad, and sustained premium housing demand.
The East Zone held steady at 61 in CY-Q2 2025, reflecting confidence in affordable housing and
consistent activity in Kolkata’s mid-segment market, despite overall moderation in launches.
The West Zone increased from 58 IN CY-Q1 2025 to 61 in CY-Q2 2025, underscoring stability in
markets like Mumbai and Pune where office absorption remains strong. The shift in developer strategy
toward fewer, higher-end launches has helped maintain market equilibrium.
Overall, the rebound across regions suggests renewed confidence, driven by supportive macro indicators
and focused supply strategies that align with current demand dynamics.
3.4. Key Threats and Challenges
Overpopulation: India is projected to become the world’s most populous country by 2050. As
highlighted at the Economic Times Housing Finance Summit, approximately three houses are
constructed per 1,000 individuals annually, whereas the demand stands at five houses per 1,000 people.
The current urban housing shortfall is estimated at around 10 million units. To accommodate the growing
urban population, an additional 25 million affordable housing units will be required by 2030.
Economic and Financial Pressures: Global economic uncertainty and persistently high domestic
interest rates have strained homebuyer affordability and raised the cost of capital for real estate
developers. With housing prices increasing faster than income levels, affordability challenges have
intensified, especially in the mid-income and affordable housing segments. While private equity activity
remains, access to capital for early-stage developments has tightened.
Regulatory and Approvals Hurdles: Complex land acquisition procedures, prolonged environmental
clearances, and sluggish municipal approval systems continue to delay project timelines and heighten
execution risks. Although regulatory frameworks like RERA have enhanced transparency in the sector,
administrative bottlenecks persist particularly impacting new projects and smaller developers.
Evolving Consumer Preferences: Changing demographics, a rising middle class, and lifestyle shifts
following the pandemic have led to increased demand for adaptable living spaces, wellness-focused
communities, and integrated live-work-play environments. Developers must swiftly tailor their project
designs and marketing approaches to align with these evolving buyer needs.
3.5. Government Housing Initiatives
The Government of India, in collaboration with respective State governments, has introduced multiple
initiatives to promote growth within the sector. The Smart City Mission, which aims to develop 100
smart cities, presents a significant opportunity for real estate developers.
Below are some of the key government initiatives:
• The Government has permitted up to 100% Foreign Direct Investment (FDI) in township and
settlement development projects.
• The Union Budget FY2025–26 provided several incentives to homeowners, including tax
exemption on two self-occupied properties (previously only one) and an increase in the TDS
threshold on rental income from Rs. 2.4 lakh (US$ 2,769) to Rs. 6 lakh (US$ 6,924),
encouraging property ownership.
• The Pradhan Mantri Awas Yojana – Urban (PMAY-U) was launched on June 25, 2015, by
the Hon’ble Prime Minister to provide all-weather pucca houses to all eligible urban households
under the vision of ‘Housing for All’. In the Union Budget 2024, the Hon’ble Finance Minister
announced that PMAY-U 2.0 will address the housing needs of 1 crore urban poor and middle-
183class families over the next five years. Accordingly, Pradhan Mantri Awas Yojana – Urban 2.0
(PMAY-U 2.0) has been introduced to support 1 crore eligible urban households, ensuring
improved living conditions for urban citizens. Additionally, the Union Budget 2024–25
earmarks Rs. 10 lakh crore (US$ 120.16 billion) in total funding under PMAY-U 2.0, including
Rs. 2.2 lakh crore (US$ 26.44 billion) as central assistance over five years.
Table 8: States/UTs wise Progress under PMAY-U & PMAY-U 2.0 as of July 2025 (Houses
Sanctioned)
NAME OF STATE/UT Sanctioned Grounded Construction
Completed
Andhra Pradesh 19,47,297 18,26,698 10,78,686
Bihar 4,45,212 2,96,469 1,89,863
Chhattisgarh 2,99,922 2,85,392 2,57,171
Goa 3,146 3,146 3,145
Gujarat 9,93,877 9,72,208 9,41,419
Haryana 1,30,290 90,636 70,522
Himachal Pradesh 12,640 12,640 11,381
Jharkhand 2,43,421 2,10,640 1,59,751
Karnataka 5,84,086 5,08,586 3,94,054
Kerala 1,61,957 1,55,162 1,34,127
Madhya Pradesh 9,66,133 9,45,487 8,68,097
Maharashtra 12,49,047 11,49,437 9,93,361
Odisha 2,15,339 1,85,963 1,64,880
Punjab 1,33,270 1,18,475 97,920
Rajasthan 3,33,815 2,94,639 2,34,698
Tamil Nadu 6,70,425 6,69,514 6,07,051
Telangana 3,61,755 2,35,023 2,23,627
Uttar Pradesh 19,75,035 17,59,770 17,02,317
Uttarakhand 63,605 62,793 42,966
West Bengal 6,15,105 6,05,971 4,65,561
Arunachal Pradesh 13,379 8,739 8,068
Assam 1,84,991 1,69,101 1,30,425
Manipur 52,519 49,593 18,397
Meghalaya 4,758 4,083 1,995
Mizoram 39,150 39,101 26,596
Nagaland 31,067 31,060 29,029
Sikkim 299 299 219
Tripura 90,989 88,416 78,061
Andaman & Nicobar Island 376 376 80
Chandigarh 1,256 1,256 1,256
Dadra and Nagar Haveli and
9,947 9,947 9,450
Daman and Diu
Delhi 29,976 29,976 29,976
J&K 43,856 42,159 32,091
Ladakh 1,283 991 882
Puducherry 16,442 16,050 11,377
Source: PMAY-U Dashboard, IMARC, ICRA Analytics
• Pradhan Mantri Awas Yojana – Grameen (PMAY – G): Launched in 2016, the Pradhan Mantri Awas
Yojana – Rural (PMAY – Rural) aims to provide housing to the most economically disadvantaged
segments of society. The selection of beneficiaries follows a thorough three-stage validation process
involving the Socio-Economic Caste Census 2011, approval by Gram Sabhas, and geo-tagging to ensure
that assistance reaches the most eligible individuals. The scheme also emphasizes the use of IT and Direct
Benefit Transfer (DBT) for streamlined fund transfers, promotes region-specific housing designs, and
ensures accountability through geo-tagged photographic evidence at various construction phases.
184Under PMAY-G, the Government set a target of constructing 2.95 crore homes. As of June 12, 2024,
2.94 crore houses have been sanctioned, and 2.62 crore completed, thereby enhancing the living
standards of millions of rural households.
• In October 2021, the Reserve Bank of India maintained the benchmark interest rate at 4%, which
significantly benefited the real estate sector. The resulting low-interest rate environment was
expected to fuel housing demand and lead to a 35–40% increase in sales during the 2021 festive
season.
• The Union Budget FY2021–22 extended the tax deduction of up to Rs. 1.5 lakh (US$ 2,069.89)
on interest for home loans and the tax holiday for affordable housing projects until the end of
FY2021–22.
• As part of the Atmanirbhar Bharat 3.0 package, Finance Minister Ms. Nirmala Sitharaman
announced income tax relief for both developers and homebuyers on the primary sale/purchase
of residential properties valued up to Rs. 2 crore (US$ 271,450.60), applicable from November
12, 2020, to June 30, 2021.
• The Government established an Affordable Housing Fund (AHF) in the National Housing Bank
(NHB), starting with an initial corpus of Rs. 10,000 crore (US$ 1.43 billion), sourced from
banks and financial institutions priority sector lending shortfalls, aimed at providing
microfinancing to Housing Finance Companies (HFCs).
3.6. Regulatory Framework for Residential Sector in India
3.6.1 Real Estate Regulatory Authority (RERA)
The Real Estate Regulatory Authority (RERA) is a key regulatory institution that governs India’s real
estate sector. It was established under the Real Estate (Regulation and Development) Act, 2016, with the
objective of improving transparency, accountability, and operational efficiency within the industry.
RERA regulates the promotion, sale, and execution of real estate projects to ensure that developers fulfill
their promises and protect the interests of homebuyers.
Key Provisions of RERA
Mandates project registration before launch: All real estate projects (with more than 8 units or plot
size exceeding 500 sq.m) must be registered with the respective state RERA authority before any kind
of marketing or sales activity.
Escrow accounts to curb fund diversion: Developers are required to deposit at least 70% of the funds
received from buyers into a dedicated escrow account. This limits the misuse of funds and ensures timely
completion of projects.
Promotes timely delivery of projects: RERA enforces strict completion timelines; in case of delays,
developers are liable to compensate buyers. This has led to a significant reduction in project delays and
increased buyer confidence.
Consumer protection and accountability: RERA limits advance payments to 10%, mandates post-
possession repairs for five years, and facilitates quick and effective dispute resolution mechanisms.
Promotes transparency: Developers must provide full details of project layouts, plans, regulatory
approvals, possession timelines, and construction progress—empowering consumers and minimizing
information gaps.
Impact on Investors
• Boosts investor confidence in the real estate sector.
• Protects against fraud and project delays.
• Stimulates foreign direct investment into Indian real estate.
Challenges for Developers: Smaller developers often face funding challenges due to the 70% escrow
requirement, which has led to a dip in new project launches in certain areas. However, this has also
185promoted market consolidation and greater financial discipline among larger players.
3.6.2 Foreign Direct Investment (FDI)
Policies related to Foreign Direct Investment (FDI) have a substantial influence on India’s real estate
sector, especially for Non-Resident Indians (NRIs) aiming to invest in premium properties. The
government has relaxed FDI norms to attract overseas investors.
Key reforms include:
100% FDI (Automatic Route): India allows up to 100% FDI under the automatic route in construction-
development projects, excluding agriculture/plantation and activities categorized under “real estate
business”.
Minimum Lock-in & Project Size/Completion Norms: Foreign investors are permitted to exit and
repatriate their investment before project completion, or once core infrastructure—such as roads, water
supply, street lighting, drainage, and sewerage—is developed, provided the mandatory three-year lock-
in period has lapsed. This lock-in condition is waived for specific categories such as hotels, tourist resorts,
hospitals, SEZs, educational institutions, old-age homes, and investments by NRIs.
NRI/Foreign Investor Participation: Liberalised FDI norms and the introduction of REITs (Real Estate
Investment Trusts) have encouraged substantial foreign institutional investment, especially in luxury
housing, premium developments, and urban real estate.
Impact on Investors
• Greater global capital inflows have bolstered the real estate industry.
• Developers now have better access to funds for executing large-scale developments.
• Increased foreign interest has driven growth in luxury and commercial real estate segments.
However, issues like regulatory complexity, currency risks, and approval delays may discourage foreign
investments. NRIs must also account for Double Taxation Avoidance Agreements (DTAA) and ensure
compliance with RERA to manage potential risks.
3.6.3 Goods and Services Tax (GST)
Implemented on July 1, 2017, the Goods and Services Tax (GST) replaced numerous indirect taxes with
a unified tax system, simplifying taxation in the real estate industry. Under the previous regime, buyers
were liable to pay VAT, Service Tax, registration charges, and stamp duty when purchasing under-
construction properties. As VAT, registration charges, and stamp duty were state-imposed, property
prices varied across states. Additionally, developers incurred various duties like Central Sales Tax (CST),
customs duty, and OCTROI, with no credit benefit. With GST, a uniform tax rate now applies to under-
construction properties.
Affordable Housing: 1% without Input Tax Credit (ITC)
Non-Affordable Housing: 5% without ITC
According to previous tax regulations, various contractors charged VAT and Service tax, excise duty,
and entry tax were paid on procurements. The implementation of GST eased the working of developers
by getting rid of these taxes. Apart from developers, customers also benefitted from the GST, since
developers generally have a team of accountants to help them, customers were left confused about the
previous tax regime. Now, customers also must focus on one tax only, i.e., GST, thereby making the
decision extremely easy for them.
4. Market Overview of Boutique Flats in India
4.1. Market trends and forecast (FY2021-FY2030)
186The Indian boutique flats market experienced a remarkable CAGR of 82.5% between FY2021, with a
market size of Rs 0.4 trillion and FY2025 reaching Rs 4.0 trillion. Looking ahead, the market is projected
to grow at a CAGR of 22.7% from FY2026F (Rs 5.3 trillion) to FY2030F reaching a valuation of Rs
12.1 trillion.
India’s economic performance has been strong in recent years, with GDP growth of 8.2% in FY2023-24,
following 7.2% in FY2022-23 and 8.7% in FY2021-22. The country’s per capita income stands at Rs
2.12 lakh in FY2023-24 and is expected to rise to Rs 14.9 lakh by 2047. This reflects more than a twofold
increase over the past decade, underscoring India’s rapid economic expansion.
As urban consumers per capita income continues to rise, there is a noticeable shift in preference toward
premium real estate offerings. This trend is increasingly evident not only in metro cities but also in Tier-
2 and Tier-3 cities. For example, several high-end residential developments often referred to as ‘boutique
real estate’ are currently underway in prime areas such as Saheed Nagar, Kalinga Nagar, and Patia in
Bhubaneswar, Odisha.
Chart 16: India: Boutique Flats Market: Sales Value (in Rs Trillion), FY2021-FY2030 F
14.0
12.1
12.0
10.2
10.0
8.5
8.0
6.8
6.0 5.3
4.0
4.0 2.9
1.8
2.0
0.9
0.4
-
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
4.1.1 Key features from other modes Residential Real Estate Sector
Boutique homes, a favoured residential format among high-net-worth individuals (HNIs), have rapidly
gained traction despite limited availability. The distinctive business model has drawn interest from
numerous developers looking to tap into this niche segment. However, the concept of boutique homes in
India is still in its early stages, with strong potential for future expansion.
These boutique flats represent a notable shift in the real estate sector, with developers offering tailor
made, ready to move in luxury apartments. These residences are outfitted with premium features such as
modular kitchens, built in wardrobes, high quality marble flooring, and elegant wall panelling. Beyond
individual units, developers are curating holistic lifestyle experiences by integrating world-class
amenities. These include multi-purpose sports courts, landscaped gardens, yoga and meditation zones,
indoor fitness centers, wellness areas, libraries, music rooms, and dedicated play areas for children.
4.1.2 Differentiation from other modes Residential Real Estate Sector
Boutique flats are generally part of smaller residential buildings, that starts from around 70 units and can
go upto 130-140 units. This contrasts with larger apartment complexes or high-rise towers that house
significantly more units.
Due to their limited scale, boutique flats offer enhanced privacy and exclusivity compared to
conventional apartment blocks or gated communities. Additionally, the interiors of these flats are often
187customizable and feature superior finishes, expert craftsmanship, and smart space utilization that ensures
ample natural light.
4.2. Pricing Trends and Market Segmentation:
Pricing trends
In CY2021, the average price of boutique flats in India stood at Rs 18,208 per sq. ft., rising to Rs 21,137
per sq. ft. by CY2024.
According to the India Real Estate Office and Residential Market H1 2025 report by Knight Frank, price
growth remained robust in H1 2025. Bengaluru and the National Capital Region (NCR) saw notable
increases, each registering a 14% year-on-year rise, largely driven by a growing emphasis on premium,
high-rise developments.
In H1 2025, Bengaluru’s residential property prices reached Rs 7,052 per sq. ft., fuelled by strong demand
and a shift in supply toward upscale offerings. Key areas such as Bannerghatta Road, Whitefield,
Sarjapur Road, and Tumkur Road recorded some of the highest price appreciations.
Chennai also saw residential prices reach Rs 7,052 per sq. ft. in H1 2025, reflecting a 9% year-on-year
increase. Meanwhile, Hyderabad experienced an 11% rise, with prices climbing to Rs 6,326 per sq. ft.
during the same period.
Chart 17: India: Boutique Flats Market: Price (in Rs / Sq ft), CY2021-CY2024
22,000 21,137
21,000 20,305
20,000 19,191
19,000 18,208
18,000
17,000
16,000
CY2021 CY2022 CY2023 CY2024
Source: IMARC, ICRA Analytics
Market Segmentation
In CY2024, the luxury and ultra-luxury segments dominated the market, accounting for 69.2% and
21.5% respectively.
The growth in India’s luxury and ultra-luxury real estate sector is being fuelled by increasing wealth
among high-net-worth individuals (HNIs) and ultra-high-net-worth individuals (UHNIs), greater global
exposure, and a rising emphasis on quality living standards among homebuyers.
Surveys conducted by India Sotheby’s reveal that lifestyle enhancement and capital appreciation are the
primary drivers for HNIs investing in real estate assets.
Tier 1 cities such as Mumbai, Pune, Bengaluru, Delhi-NCR, Chennai, Hyderabad, and Kolkata are
emerging as key hubs for luxury housing in India.
According to ANAROCK, Bengaluru recorded sales of 3,455 units in the luxury housing segment during
Q1 2024. Additionally, Savills India reports that the city saw the launch of 5,632 luxury residential units
in the first half of 2024.
188Chart 18: India: Boutique Flats Market: Breakup by Price Range, CY 2024
Ultra-Luxury
(>25,000/Sq Ft)
9.3%
Mid-Segment
(<15,000)
21.5%
Luxury (15,001
–25,000/Sq
Ft)
69.2%
Source: IMARC, ICRA Analytics
4.3. Growth Forecast in Indian Boutique Flats:
• Rising Affluence and HNI/UHNI Population: As per Knight Frank’s Wealth Report 2024,
India witnessed an 11% growth in the number of ultra-high-net-worth individuals (UHNIs)
during 2024, with projections indicating a further 39% increase by 2025.
• Shift in Buyer Preferences: There is an increasing inclination toward spacious, technology-
integrated, and environmentally sustainable homes. Boutique flats, with their generous layouts,
smart home automation features, and eco-conscious designs, are well-aligned with these
evolving preferences.
• Growing NRI Investments: Non-Resident Indians (NRIs) are showing a growing interest in
investing in premium housing. According to ANAROCK, NRI investments in Indian real estate
are projected to reach USD 14.9 billion by 2025, with a substantial share directed toward the
luxury housing segment.
• Urbanization and Infrastructure Development: Accelerated urbanization and ongoing
infrastructure developments are boosting connectivity and property values in prime locations,
making boutique flats in these areas increasingly appealing to buyers.
4.4. Demand Drivers and Challenges:
Rise in Number of High-Net-Worth Individuals:
• According to Knight Frank’s Global Wealth Report 2025, India’s population of high-net-worth
individuals (HNWIs) was estimated at 85,698 in CY2024 and is projected to grow to 93,753 by
CY2028. This upward trend reflects the country’s robust long-term economic growth,
expanding investment opportunities, and a maturing luxury market—positioning India as a
significant contributor to global wealth creation.
• In 2024, the number of Indian HNWIs rose by 6% year-on-year (YoY), increasing from 80,686
in 2023 to 85,698. India currently accounts for 3.7% of the global HNWI population and ranks
fourth worldwide, following the United States (905,413 HNWIs), China (471,634 HNWIs), and
Japan (122,119 HNWIs).
• Knight Frank also reported a 12% YoY increase in India’s billionaire count in CY2024
compared to CY2023. The country now has 191 billionaires, with 26 individuals joining the
ranks in just the past year. The combined wealth of Indian billionaires is estimated at USD 950
billion, placing India third globally—behind the U.S. (USD 5.7 trillion) and Mainland China
(USD 1.34 trillion).
• A growing number of new wealth creators, including entrepreneurs, CXOs, and startup
founders, are driving demand for luxury homes that reflect their achievements and lifestyle
aspirations.
189% of HNWI’s increased by YoY CY2024 CY2028
World 4% 7%
India 6% 9%
Source: IMARC, Knight Frank Report, ICRA Analytics
Demand for Exclusive and Personalized Living Spaces:
• Boutique developments typically consist of a limited number of apartments (the range starts
from 70-75 units and can go up to 130-140 units) unlike large-scale projects that may include
hundreds or even thousands of residences. This smaller scale gives boutique homes an
advantage in terms of maintenance and security, allowing for more efficient management.
• Demand for boutique homes is rising among business professionals, affluent entrepreneurs,
CXOs, senior corporate executives, high-ranking government officials, and NRIs, who are
increasingly choosing these residences.
• One of the key attractions of boutique flats is the high level of customization they offer. Many
luxury boutique residences feature adaptable floor plans, innovative storage solutions, and
elegant finishes. The use of premium materials and a strong emphasis on sustainability are
standout features of these exclusive developments.
• Additionally, location is a major benefit of boutique projects in India. These homes are often
situated in prime neighbourhoods that offer excellent connectivity, green surroundings, and
convenient access to essential amenities such as schools, shopping centers, and healthcare
facilities.
Challenges:
• High Costs and Limited Affordability: Boutique flats are designed for a niche audience of
high-net-worth individuals (HNIs) and ultra-high-net-worth individuals (UHNIs), as they are
typically priced above Rs 3 crore. This premium pricing limits the potential buyer base, as
even some affluent individuals may find such price points beyond their affordability.
• Limited Supply and Inventory Challenges: Boutique flats are typically located in prime urban
areas where land is both scarce and expensive. Their exclusivity—often limited to just 10 to 50
units per project—poses a challenge for developers, who must sell a small number of high-
priced units, making the sales process more demanding.
• High Competition in Metro Cities: In major metropolitan cities like Mumbai, Delhi,
Bengaluru, and Pune, boutique projects face stiff competition from well-established large
developers, making it challenging to stand out and attract buyers. To capture attention, boutique
developers must invest in strategic marketing and offer a wide range of amenities that appeal to
discerning homebuyers.
• Regulatory and Approval Delays: Securing approvals for boutique projects, particularly in
metropolitan areas, involves navigating complex regulations and potential delays. The Real
Estate (Regulation and Development) Act (RERA), while promoting transparency, adds to
compliance requirements—resulting in increased costs and extended timelines. This poses a
challenge for boutique developments, especially those operating with limited financial
resources.
4.5. Overview of the four regions in the market segment:
In FY2024, West and Central India held the largest share of India’s boutique flats market at 42.7%,
followed by South India with 30.5%, North India at 23.4%, and East India contributing 3.4%.
West and Central India’s dominance is supported by strong economic centers such as Mumbai, Pune,
Ahmedabad, and Indore, which host a significant population of HNWIs, professionals, and startup
entrepreneurs.
The South Indian market is being driven by increasing demand for boutique flats among the executive
class and IT professionals in cities like Bengaluru, Hyderabad, and Chennai.
Meanwhile, North Indian cities such as Noida, Gurugram, and Chandigarh are witnessing a rise in
boutique flat launches, fuelled by improved metro connectivity, new luxury developments, and investor
190migration from the Delhi NCR region.
Chart 19: India: Boutique Flats Market: Breakup by Region, FY 2025
East India
3.2%
North India
23.0% West and
Central India
42.7%
South India
31.1%
Source: IMARC, ICRA Analytics
4.5.1 Boutique Flats in West India:
The boutique flats market in West India recorded a remarkable CAGR of 118.4% between FY2021 with
a market size of Rs 165.5 billion and FY2025 reaching Rs 1,724.8 billion. Looking ahead, the market is
expected to maintain its growth momentum with a more moderate yet strong CAGR of 22.4% from
FY2026F (Rs 2,276.1 billion) to FY2030 (Rs 5,113.2 billion).
According to an article in Hindustan Times, high-net-worth individuals (HNIs) such as industrialists,
CEOs, and CXOs are increasingly opting for luxury boutique developments in Mumbai due to the
superior amenities and privacy they offer. Between 2020 and 2024, Mumbai’s billionaire population rose
significantly from 217 to 386, reflecting a surge in demand for boutique flats across West India driven
by the growing number of HNIs and UHNIs.
Infrastructure improvements, particularly metro connectivity, have played a key role in boosting real
estate values. In Pune, for example, areas near upcoming metro lines have seen a more than 300%
increase in premium home sales—including boutique flats—since 2021, with property prices
appreciating by 25% to 80% over three years.
In Goa, prime locations such as Siolim have experienced approximately 200% value growth over the
past two years. Villas and luxury units, including boutique flats, are offering rental returns of 30–40%.
Forecasts indicate a price appreciation of 10–20% in prime markets and 5–10% in emerging areas during
2025.
Chart 20: West India: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
6,000.0
5,113.2
5,000.0 4,341.3
4,000.0 3,599.1
2,905.2
3,000.0
2,276.1
1,724.8
2,000.0
1,259.6
776.0
1,000.0 379.8
165.5
-
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FFY2027 FFY2028 FFY2029 FFY2030 F
West and Central India
Source: IMARC, ICRA Analytics
1914.5.2 Boutique Flats in South India:
The boutique flats market in South India recorded a remarkable CAGR of 128.9% between FY2021 with
a market size of Rs 104.6 billion and FY2025 reaching Rs 1,225.0 billion. Looking ahead, the market is
expected to maintain its growth momentum with a more moderate yet strong CAGR of 25.2% from
FY2026F (Rs 1,691.1 billion) to FY2030 (Rs 4,155.7 billion).
Hyderabad added 17 new billionaires, bringing its total to 104, followed by Bengaluru with 100 and
Chennai with 82, reflecting the region’s growing wealth base.
In cities like Mangalore, demand is rising among high-net-worth individuals (HNIs) for apartments that
incorporate wellness and technology enabled features such as Gyms, Jacuzzis, EV charging stations, and
biophilic design elements.
Additionally, the increasing presence of NRIs and their growing investments in luxury residential
properties are further driving demand for boutique flats across South India.
Developers in Chennai are also observing a rising preference for boutique, high-end apartments in
premium localities like Anna Nagar and Alwarpet, where spacious 3,500 sq. ft. units with upscale finishes
are gaining popularity.
Notable players include Bhadra group, Olympia Group, TVS Emerald Limited, Sehsas India Pvt. ltd. and
many others.
Chart 21: South India: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
5,000.0
4,155.7
4,000.0 3,446.9
2,793.4
3,000.0
2,205.5
1,691.1
2,000.0
1,255.0
898.1
1,000.0 531.0
104.6 249.6
-
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FFY2027 FFY2028 FFY2029 FFY2030 F
South India
Source: IMARC, ICRA Analytics
4.5.3 Boutique Flats in North India:
The boutique flats market in North India recorded a strong CAGR of 125.9% between FY2021 with a
market size of Rs 80.5 billion and FY2025 reaching Rs 928.2 billion. Looking ahead, the market is
expected to maintain its growth momentum with a more moderate yet strong CAGR of 20.3% from
FY2026F (Rs 1,202.2 billion) to FY2030 (Rs 2,521.4 billion).
Premium apartments continue to lead India’s top real estate markets, with Delhi-NCR witnessing a 56%
increase in the launch of such projects in 2024 the highest in the country according to Cushman &
Wakefield.
Gurugram has emerged as the key driver of this trend, accounting for 87% of the region’s high-end and
luxury project launches. The rising demand for luxury housing across Delhi-NCR, Noida, and Gurugram
is significantly boosting the appeal of boutique flats in the region.
The Chandigarh Tricity area comprising Chandigarh, Mohali, and Panchkula is also experiencing a
notable shift toward luxury housing. Its proximity to the national capital and a growing base of high-net-
192worth individuals (HNWIs) have positioned the region as a prime destination for upscale residences.
In response to increasing demand, developers are incorporating sustainable features into their projects,
including eco-friendly materials, energy-efficient technologies, and expansive green spaces reflecting a
strong move toward environmentally conscious luxury living.
Chart 22: North India: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
3,000.0
2,521.4
2,500.0
2,175.8
2,000.0 1,834.5
1,507.0
1,500.0 1,202.2
928.2
1,000.0
691.1
408.6
500.0
192.1
80.5
-
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
North India
Source: IMARC, ICRA Analytics
4.5.4 Boutique Flats in East India:
The boutique flats market in North India recorded a strong CAGR of 111.6% between FY2021 with a
market size of Rs 13.8 billion and FY2025 reaching Rs 130.5 billion. Looking ahead, the market is
expected to maintain its growth momentum with a more moderate yet strong CAGR of 18.0% from
FY2026F (Rs 165.7 billion) to FY2030 (Rs 321.6 billion).
In Kolkata, the supply of unsold affordable housing declined by 20%, while luxury inventory surged by
96% during 2024–25, according to a report by real estate consultancy Anarock. This sharp increase
highlights the rising demand for luxury residences, including boutique flats, which is driving overall
market momentum.
As reported by The Times of India, several premium residential projects often referred to as ‘boutique
real estate’—are currently under development in key areas of Bhubaneswar, Odisha, such as Saheed
Nagar, Kalinga Nagar, and Patia.
There is particularly strong demand for 4.5-BHK boutique residences and larger apartments. As
Bhubaneswar continues to expand and attract professionals from diverse sectors, the boutique real estate
trend in East India is poised to set new standards in luxury living.
Chart 23: East India: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
400.0
321.6
283.0
300.0 243.3
203.7
200.0 165.7
130.5
99.0
100.0 62.1
31.0
13.8
-
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 FFY2029 F FY2030 F
East India
Source: IMARC, ICRA Analytics
1934.6. South India - Market Study:
South India is known for its higher average project values and the presence of large-scale mixed-use
developments. Significant investments in infrastructure such as roads, highways and public
transportation have provided a strong boost to the construction sector. Cities like Bengaluru, Chennai,
and Hyderabad serve as major hubs for IT and commercial real estate, driving demand for high-quality
residential and commercial projects. As a result, the Housing Price Index (HPI) in the region is on the
rise:
Hyderabad: After recovering from a decline between CY2019 and CY2021, Hyderabad’s housing
market has shown strong growth. The HPI rose by 2.3% in CY2024, reflecting renewed demand,
economic stability, and growing investor confidence—positioning the city as one of India’s fastest-
growing real estate markets.
Chart 24: Hyderabad: Housing Price Index (in %), CY2019-CY2024
14.0
11.5
12.0 10.8
9.4
10.0
8.0
6.3
6.0
4.4
4.0
2.3
2.0
-
CY2019 CY2020 CY2021 CY2022 CY2023 CY2024
Source: IMARC, CREDAI, ICRA Analytics
Bengaluru: The city’s HPI increased by 7.1% in CY2024, supported by robust job creation, strong real
estate demand, and expanding infrastructure. This steady growth signals high investor confidence and
market resilience.
Chart 25: Bangalore: Housing Price Index (in %), CY2019-CY2024
8.0
7.1
7.0
6.0
5.2
5.0
4.1
3.9
4.0
3.0
1.9
2.0 1.7
1.0
-
CY2019 CY2020 CY2021 CY2022 CY2023 CY2024
Source: IMARC, CREDAI, ICRA Analytics
194Chennai: With an HPI growth of 2.1% in CY2024, Chennai’s market reflects stable appreciation,
affordability, and rising buyer interest.
Chart 26: Chennai: Housing Price Index (in %), CY2019-CY2024
8.0
7.1
7.0
6.0
5.2
5.0
4.1
3.9
4.0
3.0
1.9
1.7
2.0
1.0
-
CY2019 CY2020 CY2021 CY2022 CY2023 CY2024
Source: IMARC, CREDAI, ICRA Analytics
Coimbatore: The HPI reached 3.2% in CY2024, driven by industrial expansion and increasing housing
demand. The city’s affordability and improving infrastructure continue to attract investors.
Vizag: The HPI rose by 2.6% in CY2024, indicating consistent appreciation fuelled by industrial
development and port-driven real estate growth.
4.7. Kerala - Market Study:
A growing number of NRIs are investing in Kerala’s real estate sector for retirement, frequent visits, or
as a long-term investment. Their decisions are often driven by emotional ties, promising rental yields,
and increasing property values in emerging locations. Kochi, recognized as Kerala’s financial hub, stands
out as a prime destination for NRI real estate investments. Its Smart City designation, presence of IT
hubs like Infopark, and major waterfront developments along Marine Drive make it particularly
attractive.
According to data from the Kerala Real Estate Regulatory Authority (KRERA), demand for luxury 3 &
4 bedroom apartments is rising more rapidly than for villas or smaller units. In 2024, Ernakulam saw the
registration of 86 new real estate projects, with 42 of them being residential apartment developments.
The number of 3 BHK apartments registered rose from 858 in 2023 to 960 in 2024, while 4 BHK
registrations increased from 285 to 314 highlighting the sustained interest in premium apartment living.
Young professionals, especially entrepreneurs, high-income IT workers, and doctors, are increasingly
opting for flexible living spaces and are willing to invest in upscale residences, including boutique
apartments.
As India strengthens its position as a preferred location for Global Capability Centres (GCCs), Kerala’s
Technopark is emerging as a key strategic base for international companies. A Nasscom report notes that
tier-2 cities in Kerala are becoming attractive for setting up GCCs. Thiruvananthapuram and Kochi have
each established over 20 GCCs, employing more than 15,000 and 8,000 individuals respectively.
195Chart 27: Kerala: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
60.0 55.7
47.6
50.0
39.7
40.0
32.3
30.0 25.5
19.5
20.0
14.4
8.8
10.0
4.2
1.8
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, RERA, ICRA Analytics
4.7.1 Kochi - Market Study:
The boutique flats segment in Kochi has witnessed remarkable growth, recording a staggering CAGR of
142.7% between FY2021, with a market size of Rs 0.4 billion and FY2025 reaching Rs 5.1 billion.
Looking ahead, the market is projected to maintain its upward momentum, albeit at a more moderate yet
strong CAGR of 21.7% from FY2026F (Rs 6.7 billion) to FY2030F (Rs 14.7 billion).
Data from the Kerala Real Estate Regulatory Authority (KRERA) indicates that demand for three-BHK
residential apartments in the Ernakulam district (Kochi) is growing form 156 in CY2023 to 166 in
CY2024.
Specifically, the number of 3 BHK apartments registered rose from 858 in 2023 to 960 in 2024, while 4
BHK registrations increased from 285 to 314. This trend underscores a clear shift toward larger, high-
end apartments, reflecting the growing preference for premium urban living. The rising demand for 3
BHK and 4 BHK units is playing a key role in driving the boutique flat market in Kochi.
According to the KRERA chairman, Kochi is witnessing several large-scale real estate developments,
each involving investments worth hundreds of crores. Prime locations such as Marine Drive, Panampilly
Nagar, Jawahar Nagar, Kaloor, and Kakkanad are among the most sought-after.
Additionally, PropEquity data reveals that Kochi experienced a 17% year-on-year growth in premium
housing including boutique flats between January and May 2025.
Chart 28: Kochi: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
16.0 14.7
14.0 12.6
12.0
10.5
10.0
8.5
8.0 6.7
6.0 5.1
3.8
4.0
2.2
2.0 0.9
0.4
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, KRERA, ICRA Analytics
196Table 9: Ernakulam (Kochi): New Residential Units by Apartment Type, CY2021-CY2024
Project Type CY 2021 CY 2022 CY 2023 CY 2024
Type Units in Numbers
3BHK 277 113 156 166
2BHK 156 94 109 92
Bangalow / Villas 233 196 330 293
Others 129 183 139 61
Source: IMARC, KRERA, ICRA Analytics
4.7.2 Trivandam - Market Study:
Trivandrum’s boutique flats market has shown remarkable growth, registering CAGR of 136.4%
between FY2021 with a market size of Rs 0.4 billion and FY2025 reaching Rs 5.9 billion. Looking
forward, the market is projected to maintain strong momentum with a robust CAGR of 21.7% from
FY2026F (Rs 8.0 billion) to FY2030F (Rs 20.5 billion).
The city is quickly becoming a hotspot for boutique housing, offering premium 2–3 BHK apartments at
significantly lower prices compared to Ernakulam. This affordability makes Trivandrum an attractive
option for professionals and investors seeking luxury living at accessible rates. The demand for 3 BHK
flats has risen from 534 in CY2022 to 548 in CY2024.
In the first half of CY2025, Thiruvananthapuram led Kerala in residential project registrations under K-
RERA, reflecting strong interest from developers and consistent demand from end-users.
A recent Cushman and Wakefield India Research report, which assessed 17 Tier-2 cities across the
country, ranked Trivandrum among the top 10 emerging markets.
The city is experiencing a steady influx of executives and IT professionals from Tamil Nadu and nearby
regions, drawn by better salary-to-EMI ratios compared to Kochi’s more saturated market. This growing
preference for high-quality yet affordable housing is fuelling the surge in demand for boutique flats in
Trivandrum.
The Housing Price Index rose by 2.0% in 2024, indicating moderate but consistent growth, supported by
the expansion of the IT sector and ongoing urban development.
Chart 29: Trivandam: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
25.0
20.5
20.0
16.8
15.0 13.5
10.6
10.0
8.0
5.9
4.2
5.0
2.4
1.1
0.4
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, KRERA, ICRA Analytics
197Table 10: Thiruvananthapuram (Trivandam): New Residential Units by Apartment Type,
CY2021-CY2024
Project Type CY 2021 CY 2022 CY 2023 CY 2024
Type Units in Numbers
3BHK 271 243 287 206
2BHK 147 168 140 179
Bangalow / Villas 456 279 131 206
4BHK 16 22 - -
Others 28 32 89 138
Source: IMARC, KRERA, ICRA Analytics
4.7.3 Calicut - Market Study:
Calicut’s boutique flats market has shown exceptional growth, registering a CAGR of 159.8% between
FY2021 with a market size of Rs 0.05 billion and FY2025 reaching Rs 0.8 billion. Looking ahead, the
market is projected to expand at a healthy CAGR of 22.8% from FY2026F (Rs 1.1 billion) to FY2030F
(Rs 2.5 billion).
Premium localities such as Mavoor Road and West Hill are witnessing consistent annual appreciation of
6–8%, with luxury apartment prices—including boutique flats ranging between Rs 5,500 and Rs 6,000
per sq. ft, while villas start at approximately Rs 85 lakh.
Meanwhile, emerging areas like Chevayur, Pantheerankavu, Kalanthode, and Methottuthazham offer
more affordable entry points, with prices between Rs 3,000 and Rs 8,000 + per sq. ft. These
neighbourhoods hold strong future potential, especially as connectivity infrastructure continues to
improve.
Kozhikode’s real estate sector posted a robust 12% year-on-year growth in Q1 2025, outperforming
national averages. This surge is driven by an influx of IT professionals, strategic infrastructure upgrades,
and increasing interest from NRIs seeking better value and quality of life in tier-II cities.
Chart 30: Calicut: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-2030 F
3.0
2.5
2.5
2.1
2.0
1.8
1.4
1.5
1.1
1.0 0.8
0.6
0.5 0.3
0.1
0.0
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, KRERA, ICRA Analytics
198Table 11: Kozhikode (Calicut): New Residential Units by Apartment Type, CY2021-CY2024
Project Type CY 2021 CY 2022 CY 2023 CY 2024
Type Units in Numbers
3BHK 44 68 46 44
2BHK 46 52 56 49
4BHK 42 - 23 -
Bangalow / Villas 23 61 36 74
Others 30 92 19 15
Source: IMARC, KRERA, ICRA Analytics
4.8. Bangalore - Market Study:
Bengaluru’s luxury apartment segment—priced at Rs 10 crore and above—has surpassed Rs 1,000 crore
in annual sales for the first time, with 42% of these sales occurring in FY25 alone.
Hebbal emerged as the frontrunner in the city’s high-end apartment market, accounting for 22% of the
total sales value. Other growing luxury hotspots include Domlur, Sudhamnagar, and Bomanhalli.
According to a report by India Sotheby’s International Realty and CRE Matrix, there has been a notable
rise in demand for ultra-premium apartments sized between 5,000 and 7,000 square feet, reflecting a
growing preference for spacious, high-end living.
Bengaluru’s tech boom has solidified its position as a major employment center, especially in areas like
Whitefield, Electronic City, and Hebbal. The continuous expansion of tech companies is fuelling housing
demand, driven by a steady influx of professionals.
The city is home to over 4,000 startups and major brands such as Flipkart, Swiggy, and Ola. In 2024
alone, Bengaluru’s startup ecosystem attracted USD 66.3 billion in venture capital funding over the past
decade, underscoring its strong appeal to investors.
Also, presence of top IT leaders like Google, Amazon, SAP Labs, Cisco, IBM, Oracle, TCS, Infosys,
Wipro, Accenture, and consulting firms KPMG, Deloitte, EY, Capgemini, and Cognizant. In addition to
this, companies have GCC in Bengaluru including, Microsoft India Development Center, Google India,
Amazon, Goldman Sachs, SAP, among others in Bangalore.
Buyers particularly CXOs, startup founders, and global Indians are investing not just in homes, but in a
lifestyle. The demand is driven equally by aspiration and strategic asset allocation.
Residential Sector
Sales in Q2 2025 9,000
Unit Launches in Q2 2025 10,500
Sales in Q1 2025 9,300
Unit Launches in Q1 2025 11,400
Sales in Q4 2024 8,900
Unit Launches in Q4 2024 10,200
Sales in Q3 2024 10,100
Unit Launches in Q3 2024 9,300
Sales in Q2 2024 9,200
Unit Launches in Q2 2024 7,800
Sales in Q1 2024 12,100
Unit Launches in Q1 2024 10,300
Source: IMARC, IBEF, ICRA Analytics
199Bengaluru’s residential real estate market saw a 132% surge in the value of primary units sold in FY2025
compared to FY2022. Approximately 65,000 primary units were sold across the city in FY2025, marking
a 40% increase over FY2022 figures.
The average ticket size has consistently risen over the past few years, with an additional 15% increase in
FY2025 compared to FY2024. However, the market share of units priced between Rs 70 lakh and Rs 1.5
crore declined by 6%, dropping from 40% in FY2022 to 34% in FY2025. Notably, the revenue share of
apartments priced above Rs 3 crore more than doubled in FY2025.
According to JLL, demand for luxury housing in Bengaluru is expected to remain strong throughout
2025. This is driven by the city’s booming IT sector, the growing presence of multinational corporations,
and a rising population of high-income buyers and investors.
Several micro-markets across the Central, East, Southeast, North, and South peripheral zones are
emerging as luxury residential hotspots. This growth is supported by enhanced connectivity to the
Bengaluru Business Corridor and IT hubs via the Outer Ring Road and both existing and upcoming metro
lines.
Chart 31: Bangalore: Housing Sales (Primary Only) in Units, FY2022-FY2025
70,000 65,699 64,163 65,300
60,000
46,712
50,000
40,000
30,000
20,000
10,000
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
Chart 32: Bangalore: Housing Sales (Primary Only) in Value of Units Sold (Cr.), FY2022-FY2025
1,20,000
96,663
1,00,000
82,849
80,000
69,623
60,000
41,679
40,000
20,000
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
200Chart 33: Bangalore: Housing Sales (Primary Only) in Value of Units Sold (Cr.), FY2022-FY2025
1,20,000
96,663
1,00,000
82,849
80,000 69,623
60,000
41,679
40,000
20,000
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
Chart 34: Bangalore: Avg- Ticket Size for Housing Sales (Primary Only) (in Cr.), FY2022-FY2025
1.60 1.48
1.40 1.29
1.20 1.06
1.00 0.89
0.80
0.60
0.40
0.20
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
With the market on an upward trajectory, Bengaluru’s high-end residential segment is increasingly
attracting both NRIs and domestic high-net-worth individuals (HNIs). The city’s dynamic economy,
consistent price appreciation, and rising demand for premium living spaces are positioning it as a top
destination for affluent buyers.
In Q1 2025, sales of premium homes priced above Rs 4 crore surged significantly—from just 20 units in
Q1 2024 to nearly 190 units. Additionally, around 42% of homes priced above Rs 10 crore were sold in
FY2025, underscoring strong interest from ultra-high-net-worth buyers.
Bengaluru’s luxury housing market recorded a notable 4.1% year-on-year price increase in 2024, earning
it a spot among the top global performers in the Prime International Residential Index (PIRI 100).
There is a growing demand for exclusivity and privacy among buyers. Limited-edition residences,
custom-designed villas, and boutique flats are increasingly sought after, offering not only seclusion but
also a sense of belonging to a lifestyle beyond the mainstream.
201Chart 35: Bangalore: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030
1600.0 1,461.5
1400.0
1228.01
1200.0
1007.49
1000.0
804.76
800.0
623.91
600.0 467.9
338.1
400.0
201.8
200.0 95.7
40.4
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
4.9. Hyderabad - Market Study:
In FY2025, Hyderabad’s residential real estate market witnessed a 66% surge in the total value of primary
units sold compared to FY2022.
However, the number of units sold slightly declined by 3%, totalling around 56,000 units.
The average ticket size has consistently increased over the past few years, with an additional 8% rise in
FY2025 over FY2024.
Meanwhile, the market share of units priced between Rs 70 lakhs and Rs 1.5 crore dropped from 36% in
FY2022 to 29% in FY2025—a decline of 8%. Interestingly, properties priced above Rs 3 crore led in
terms of revenue contribution during FY2025.
Hyderabad’s thriving IT sector anchored by areas like HITEC City, Gachibowli, and the Financial
District continues to attract affluent professionals, including IT workers and expatriates.
West Hyderabad remained the most sought-after region in H1 2025, accounting for 64% of total
residential sales. Its enduring appeal is driven by its close proximity to major employment hubs and its
well-developed social and physical infrastructure.
Chart 36: Hyderabad: Residential Housing Sales (Primary Only) in Units, FY2022-FY2025
80,000 74,175
68,797
70,000
58,512 56,723
60,000
50,000
40,000
30,000
20,000
10,000
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
202Chart 37: Hyderabad: Residential Housing Sales (Primary Only) in Value of Units Sold (Cr.),
FY2022-FY2025
1,40,000
1,18,207
1,20,000
94,736 97,212
1,00,000
80,000
58,738
60,000
40,000
20,000
-
FY2022 FY2023 FY2024 FY2025
Source: IMARC, CREDAI, ICRA Analytics
Chart 38: Hyderabad: Avg- Ticket Size for Residential Housing Sales (Primary Only) (in Cr.),
FY2022-FY2025
1.71
1.80
1.59
1.60
1.38
1.40
1.20
1.00
1.00
0.80
0.60
0.40
0.20
-
FY'22 FY'23 FY'24 FY'25
Source: IMARC, CREDAI, ICRA Analytics
Hyderabad’s property market is experiencing a notable rise in demand for luxury homes featuring
spacious designs and modern amenities. As per a report by Knight Frank, the city’s residential market in
H1 2025 has firmly transitioned toward premiumization, with high-value homes gaining stronger interest
from buyers.
Homes priced above Rs 1 crore now represent 67% of total sales, up from 62% in H1 2024, indicating a
continued preference for expansive, well-appointed residences. Within the premium segment, properties
in the Rs 1–2 crore range remain dominant, contributing 45% of total sales and showing an 8% year-on-
year increase.
The Rs 2–5 crore category also demonstrated strong momentum, with its share rising from 15% to 18%,
reflecting a robust 23% YoY growth. Meanwhile, the ultra-premium segments Rs 5–10 crore and Rs 10–
20 crore—though still comprising a smaller portion of overall sales, recorded healthy YoY growth of
16% and 2%, respectively.
203This growing demand is being driven by ultra-high-net-worth individuals seeking homes that offer
exclusivity, privacy, and a luxurious lifestyle fuelling interest in boutique residences.
Chart 39: Hyderabad: Boutique Flats Market: Sales Value (in Rs Billion), FY2021-FY2030 F
1000.0
900.0 870.8
800.0
701.1
700.0
600.0 551.5
500.0
422.7
400.0
314.6
300.0
226.6
200.0 157.4
90.3
100.0
41.2
16.8
0.0
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
4.10. Coimbatore - Market Study:
Coimbatore, a prominent city in South India, is experiencing a significant upswing in its residential real
estate market. According to data analytics firm PropEquity, the city recorded a 52% rise in housing sales
value in Q1 2025, reaching Rs 1,120 crore. This sharp increase points to a growing preference for
premium properties, including boutique residences.
A joint report by CBRE South Asia Pvt. Ltd and the Confederation of Indian Industry (CII),
titled “Coimbatore: The Next Frontier for GCCs”, highlights the city’s emergence as a strategic hub for
core industrial operations and product engineering R&D. Coimbatore is also expanding its footprint in
advanced software development and digital technologies, with over 60 GCC firms and more than 75,000
professionals currently operating in the region.
As Tamil Nadu’s second-largest software producer after Chennai, Coimbatore hosts major companies
such as Aditi Technologies, Cognizant, Wipro, FORD, Robert Bosch GmbH, IBM, TCS, Tata Elxsi,
Dell, CSS Corp, and KGISL. The city’s growing IT infrastructure and Industries are drawing
professionals who seek upscale, boutique-style living spaces close to their workplaces.
204Chart 40: Coimbatore: Boutique Flats Market: Sales Value (in INR Billion), FY2021-FY2030 F
45.00
39.40
40.00
35.00 32.68
30.00
26.51
25.00
20.97
20.00
16.13
15.00
12.01
8.63
10.00
5.12
5.00 2.42
1.02
0.00
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, ICRA Analytics
4.11. Notable projects and developers in India:
S.No Developer Project States/UT
1. MNB Buildfab Ananth Vilasa Haryana
2. Nagarsheth Group Nagarsheth Heritage Dadra and Nagar Haveli
and Daman and Diu union
3. Ashiana Housing Ashiana Aravali Rajasthan
4. Sea Breeze Group La Wisteria Goa
5. Orbit Corp Orbit Heaven & Orbit Sky Maharashtra
Chateau
6. BCD Group Uber luxury boutique Karnataka
residences
7. Casagrand Ultra-Luxury GS Infinity Karnataka
Project
8. Aradhyam Builders Aradhyam Boutique Uttar Pradesh
Residences
9. Renaissance Holdings & Renaissance Mangalam Karnataka
Developers (P) Ltd
10. Skyline Foundations and SFS Haveli Kerala
Structures Private Limited
(SFSPL)
2055. Root Map for the Next 5 Years of Real Estate Industry
5.1. India Real Estate Market
According to CREDAI, India’s real estate sector is entering a pivotal phase, with CY2025 poised to
reshape its growth trajectory.
Contributing approximately 7% to the national GDP in 2024, the sector is expected to expand
substantially reaching 13% of GDP by CY2025 and 18% by CY2047, aligning with India’s projected
USD 26 trillion economy by its 100th year of independence.
The overall market size is anticipated to grow to USD 4.8 trillion (Rs 419.83 trillion) by CY2047.
By CY2030, nearly 38% of India’s population is projected to reside in urban areas, fuelling strong
demand for both residential and commercial real estate.
Additionally, increasing Foreign Direct Investment (FDI) is accelerating the growth of the organized real
estate sector. Over the past decade, FDI inflows into real estate have grown by 12%, a trend expected to
continue. Continued investment in construction and infrastructure is set to support long-term expansion
across the sector.
Chart 41: India’s FDI Inflow for Construction Infrastructure Activities (in USD Million), FY2020
-FY2025
700
617
600
529
500
422
400
300
255
200
147
125
100
0
FY2020 FY2201 FY2022 FY2023 FY2024 FY 2025
Source: IMARC, CREDAI, Sansad Report, ICRA Analytics
206Chart 42: India’s Real Estate Market (in Rs Trillion), FY2026-FY2030
80.0
12.9%
69.8
70.0
63.1
60.0 56.4
49.7
50.0
42.9
40.0
30.0
20.0
10.0
0.0
FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, CREDAI, ICRA Analytics
Chart 43: India’s Real Estate: Market Breakup by Type, Share in %
120%
100% 3% 5% 5%
6%
10% 12%
3%
80% 13% 3% 5%
17%
20%
60%
40%
75%
65%
58%
20%
0%
CY2024-32 CY2032-41 CY2042-47
Reseidential Commercial Retail Industrial/Warehousing Others
Source: IMARC, CREDAI, ICRA Analytics
5.2. India Residential Real Estate Market
According to a report by Cushman & Wakefield, the total built-up residential real estate supply across
India’s top eight cities is projected to reach 6,198 million square feet by CY2030 a 39% increase over
CY2024. This growth is being driven by government-led urbanization initiatives and rising investments.
As reported by The Economic Times, India’s residential real estate sector is expected to maintain steady
207growth over the next two fiscal years. The overall sales value is forecasted to grow annually by 10–12%,
supported by increasing demand for premium and luxury housing.
Sales volumes are anticipated to rise by 5–7%, while average property prices may see a moderate
appreciation of 4–6%. This momentum is being fuelled by strong end-user demand, improved
affordability due to lower interest rates, and smoother project launches in key urban centers such as the
Mumbai Metropolitan Region (MMR), National Capital Region (NCR), Pune, Hyderabad, Chennai,
Kolkata, and Bengaluru.
The share of new launches in the premium and luxury segments has grown significantly—from just 9%
in 2020 to 37% in 2024 and is expected to further increase to 38–40% in 2025 and 2026. In contrast, the
affordable and mid-segment housing market is likely to contract, as rising land and construction costs
make these segments less feasible for developers.
India’s expanding upper-middle-class and affluent population is also contributing to the rising demand
for high-end residential spaces. Combined with rapid urbanization and increasing incomes, this trend is
driving interest in larger, more luxurious homes. The ongoing shift toward premiumization is expected
to support moderate price growth in the medium term.
Chart 44: India’s Residential Real Estate Market (in Rs Trillion), FY2026-FY2030
70.0
21.7% 59.1
60.0
49.9
50.0
41.4
40.0 33.5
26.9
30.0
20.0
10.0
0.0
FY2026 F FY2027 F FY2028 F FY2029 F FY2030 F
Source: IMARC, CREDAI, Cushman & Wakefield Report, ICRA Analytics
Chart 45: India’s Division of Income over FY21, FY30 and FY47
80%
67%
70% 63% 63%
60%
46%
50% 44%
40%
30%
30% 24%
20% 14% 14%
10%
0%
FY21 FY30 FY47
Lower Middle Class Middle Class Upper Middle Class+Rich
Source: IMARC, CREDAI, Cushman & Wakefield Report, ICRA Analytics
2085.3. South India Residential Real Estate Market
According to the Knight Frank–NAREDCO report, South India featuring high-growth residential hubs
like Bengaluru, Hyderabad, and Chennai—has emerged as the most optimistic region. This confidence
is fuelled by strong office space absorption and active developer participation across both plotted and
apartment segments. The region’s Future Sentiment Score climbed from 53 in Q1 to 63 in Q2 2025, with
70% of developers anticipating residential launches to either remain steady or increase.
Tier-2 and Tier-3 cities in the southern states are also on a growth trajectory, driven by rapid urbanization
and improved affordability. Credai Chennai’s Q1 2025 report indicates that North Chennai is poised for
substantial residential expansion. Areas such as Minjur, Madhavaram, Moolakadai, Avadi, Red Hills,
and Puzhal are set to benefit from enhanced metro connectivity, the upcoming TIDEL Park, upgraded
social infrastructure, and integrated government-led development. Additionally, emerging zones like
Parandur, Chengalpet, and Sriperumbudur are expected to fuel the next wave of housing demand.
In Andhra Pradesh, the Visakhapatnam Metropolitan Region Development Authority (VMRDA) has
invited proposals for the development of four themed townships near IT and industrial hubs in
Madhurawada, Anandapuram, and Bheemili—an initiative likely to boost the state’s residential real
estate sector.
Prominent developers such as Godrej Properties, Prestige Estates, Brigade, Sobha, and Puravankara are
actively launching projects in Tier-2 South Indian cities including Kochi, Calicut, Mangalore, and Ooty,
further reinforcing the region’s residential real estate momentum.
Chart 46: India’s Total Organized Residential Built-up Supply - Share of Key Markets CY2024
and CY 2030
35%
30%
30%
27%
25%
20% 18%
16%
14%14% 14% 14%
15%
12% 12%
10%
6%
5% 5%5% 5%
5% 3%
0%
Ahmedabad Bengaluru Chennai Hyderabad Kolkata MMR Delhi NCR Pune
FY2024 FY2030
Source: IMARC, Cushman & Wakefield Report, ICRA Analytics
Note: Among the top 8 cities, three are from South India—Chennai, Hyderabad, and Bengaluru.
5.4. Kerala Residential Real Estate Market
Kerala’s residential real estate market is experiencing strong momentum, especially in Tier 2 and Tier 3
cities such as Thrissur, Palakkad, and Kollam, where developers anticipate double-digit growth in the
coming years.
While Kochi and Trivandrum continue to grow steadily, several micro-markets are emerging with high
potential. In Kochi, areas like Edappally, Pallikkara, Kalamassery, Vazhakkala, and Vyttila are gaining
traction. In Trivandrum, Kowdiar and Kazhakoottam are showing promise, while Thrissur sees rising
209interest in Kuriachira and Punkunnam.
Key infrastructure initiatives including the upgrade of National Highway 66, the Vizhinjam International
Seaport, expansion of IT parks and enhancements in tourism infrastructure are expected to significantly
drive housing demand across the state.
These are further supported by the digitalization of approval processes via platforms like K-Smart and
K-Swift, along with increased transparency under K-RERA. Together, these reforms are streamlining
workflows, boosting investor confidence, and accelerating project execution.
NRI investments continue to be a major catalyst for growth, particularly in premium and rental-yielding
segments across Kochi, Trivandrum, Wayanad, and Alappuzha. This consistent capital inflow has
reinforced demand for luxury homes and investment-grade properties.
Property prices in Kerala have been steadily rising. Kochi has seen annual residential price growth of
10–12%, while the Calicut Cyberpark has pushed housing demand up by 8–10% annually. In
Trivandrum, localities like Kazhakkoottam and Vellayambalam have recorded price increases of 7–10%
per year. With ongoing infrastructure upgrades, regulatory improvements, and robust domestic and NRI
demand, Kerala’s residential real estate market is poised for continued expansion throughout the forecast
period.
Kochi’s real estate market is experiencing steady growth, with emerging micro-markets such as
Edappally, Pallikkara, Kalamassery, Vazhakkala and Vyttila positioning themselves as high-potential
residential hubs.
According to insights from Skyline Builders, premium localities like Panampilly Nagar and Marine Drive
continue to attract NRIs and HNIs, thanks to their upscale lifestyle amenities, waterfront views, and
central location. These areas benefit from strong social infrastructure and high-end retail, sustaining a
robust CAGR of 8–10%.
Residential clusters near Infopark, including Edappally, Palarivattom and Kakkanad, are witnessing
strong end-user demand driven by affordability, excellent connectivity, proximity to malls and hospitals,
and IT-driven employment opportunities. These zones remain popular among young couples and first-
time buyers, with projected growth rates of 6–8% CAGR.
Suburban pockets like Thrippunithura and Aluva are gaining momentum due to metro extensions and
improved transport integration. While appreciation here is moderate at 5–7% CAGR, these areas offer
attractive rental prospects, affordability, and enhanced liveability supported by ongoing infrastructure
upgrades.
Kochi’s real estate momentum has accelerated over the past five years, with property prices rising by
more than 10.4% YoY in early 2025, signalling strong investor confidence. Rental yields have reached
6% in key hubs such as Kakkanad, driven by high leasing demand, while buyer preferences have shifted
toward larger 3–4 BHK luxury units.
Further, Metro Phase II development and Infopark’s expansion have amplified the appeal of nearby
micro-markets. A Times of India report also noted a significant shift in buyer composition from 30:70 to
60:40 in favour of domestic buyers with occupancy in new projects nearing 90%.
6. Technology and Innovation in Housing in India Real Estate
6.1. Home Automation and Building Automation & Contech
Home automation has evolved into a specialized yet rapidly expanding segment within residential
developments. Over the past decade, the average cost of installation has risen from Rs 0.2 million to
between Rs 0.5 million and Rs 5 million per apartment.
Modern residential projects now routinely incorporate technologies such as CCTV systems, boom
210barriers, air quality monitors, traffic management solutions, and centralized command centers making
them integral to both planning and operations.
With the growing use of data mining and machine learning, residential complexes are increasingly
leveraging data to improve operational efficiency, enhance security, and streamline daily activities.
Over the last ten years, advanced technological tools have played a key role in reducing building
management expenses, resulting in more cost-effective property operations.
PropTech continues to revolutionize the real estate sector by enhancing the speed, efficiency, and
affordability of processes such as construction, leasing, investment, financing, and marketing.
Technology Home Automation Building Automation & Contech
Security Visitor Authentication, VDP with Visitor Management, CCTV
Smart app, Remote Yale Locks, Panic Surveillance, Boom Barrier, RFID
Buttons, Intrusion Detectors, based Access, Laser Perimeter
Biometric Authorization Security, Community app for
Emergencies
Safety Gas Leak Sensors, Smoke Detectors, Air Quality Management, Traffic
Sprinklers, Voice Assisted Help, App Management, Storm Warning Alarms,
Based utilities and complain Multi-Stage Water Filtration,
management Community App for Emergencies
Comfort & Voice Command Automation, Touch Central Command Control, Electric
Convenience enabled automation, Smart Mood Vehicle Charging Points, Centralized
Lightning, Smart glass in Kitchen Parking Management
Energy Motion Sensors, Intuitive Lights in Sensor Based Street Lights, Smart
Saving & Washrooms Metering, Energy Monitoring, Piped
Sustainability Gas
Source: CREDAI Report, ICRA Analytics
6.2. Future Demand Segment
Innovative solutions such as CO-based ventilation systems, sensor-enabled lighting in shared spaces, and
Z-Wave technologies are emerging as key enablers of tech-driven transformation in real estate
development.
PropTech is transitioning from a supportive role to becoming a core driver of growth in the sector. It is
enhancing operational efficiency, automating routine tasks, lowering costs, and boosting profit margins.
This rise in PropTech aligns closely with the Government of India’s Digital India initiative, which aims
to digitally empower the economy and promote innovation across industries.
Since the onset of the pandemic in 2020, the number of PropTech startups in India has surged by 48%,
reflecting growing acceptance and underscoring the pivotal role of technology in shaping the future of
real estate.
Technology Future Demand Segment
Security CO Based Basement Ventilation, Sensor Based Lightning in Common Areas
Safety Sensor Based Lightning in Basement, Z-Wave Technology
Comfort &
Central Command Control, Electric Vehicle Charging Points
Convenience
Source: CREDAI Report, ICRA Analytics
2116.3. New sustainable technologies which are being adopted
3D-printed Homes: It significantly cut down construction time and reduces costs, with estimates
suggesting they are at least 20% more affordable than conventional homes. For example, in Georgetown,
Texas, the world’s largest 3D-printed housing community is underway, where 100 such homes are being
constructed as part of the larger Wolf Ranch development.
Low-Cost Construction Materials: The Indian Government is actively promoting the construction of
homes using Glass Fibre Reinforced Gypsum (GFRG). This method can reduce construction costs by
20–30% compared to traditional brick-and-mortar buildings, owing to the lower cost of gypsum, minimal
use of cement and steel, and reduced labor requirements.
6.4. South India
Southern metros such as Bengaluru, Chennai, and Hyderabad are leading the adoption of home
automation, particularly in areas like climate control, energy-efficient systems, and smart entertainment.
Over 60% of new premium residential projects in these cities now incorporate smart technologies.
The “Naksha” initiative in Andhra Pradesh utilizes advanced tools like LiDAR, GIS, and GIS imaging
to accurately map over 9.5 lakh properties, including residential units. This initiative aims to enhance
urban planning, regulatory oversight, and property tax systems.
The Chennai Metropolitan Development Authority (CMDA) is set to transform Chengalpet using GIS-
based flood mapping, data analytics, and infrastructure-first strategies to develop climate-resilient and
smart residential zones.
In Tamil Nadu, Kerala, and Karnataka, construction speed is being significantly improved with Glass
Fibre Reinforced Gypsum (GFRG) panels and precast modular techniques for residential buildings.
Additionally, Monolithic Reinforced Concrete Systems are enabling rapid, cost-effective, and large-scale
housing development with minimal manual labour already implemented in Economically Weaker
Section (EWS) housing projects in Karnataka and Andhra Pradesh.
Backed by initiatives from both the Telangana state and central government, housing developments are
increasingly integrating solar energy systems, adhering to green building standards, and implementing
township-wide automation features such as EV charging stations and water recycling systems.
Table 12: Adoption of IoT enabled Automation Solutions in India in Residential Sector
Product adoption as a Product adoption as a Growth in Trigger for
percentage of total percentage of total product adoption Automation
built-up supply (sq.ft.) built-up supply (sq.ft.) over the
(2024-25) (2029-30) Forecasted
Period
3% 6% 100% Convenience and
Comfort
Source: CREDAI Report, Cushman & Wakefield Report, ICRA Analytics
212Chart 47: Penetration of IoT enabled Automation Solutions in India Real Estate
8%
Tier II Cities
4%
35%
Top 8 Cities
18%
0% 5% 10% 15% 20% 25% 30% 35% 40%
2029-30 2024-25
Source: IMARC, CREDAI Report, Cushman & Wakefield Report, ICRA Analytics
6.5. Kerala
Kerala is witnessing a rapid surge in demand for home technology integration, fuelled by growing
awareness, improved affordability, and a strong preference for convenience in managing modern
households.
Over the last five years, the state’s smart home market has achieved an impressive annual growth rate
exceeding 20%, with automation systems increasingly being adopted in both new constructions and
existing homes. This upward momentum is expected to continue, with projected annual growth rates
ranging from 15% to 20% in the coming years.
While the national average adoption rate for smart homes stands at 18%, Kerala leads significantly with
a 25% adoption rate. Similarly, Kerala’s annual smart home market growth rate is 18%, surpassing the
national average of 15%.
In 2019, the Kerala Government began advocating for eco-friendly precast construction technologies to
address environmental concerns. Around the same time, PropTech startups like BuildNext emerged,
offering branded home-building solutions across Kerala and Hyderabad.
Kerala is also embracing cutting-edge construction innovations, such as 3D concrete printing introduced
by Tvasta Manufacturing Solutions in partnership with Kerala State Nirmithi Kendra (KESNIK). This
method enables faster, more sustainable, and cost-effective building practices. A notable example is
“AMAZE-28,” a one-room summer house constructed in Thiruvananthapuram for just INR 11 lakh.
Further demonstrating Kerala’s commitment to sustainable living, projects like Green Valley Eco Homes
(Kochi), Eco Nest Villas (Trivandrum), Sundargram (Kozhikode), Horizon Eco Apartments (Thrissur),
and Nila Eco Village (Alappuzha) incorporate features such as rainwater harvesting, green roofs, natural
ventilation, recycled materials, biogas systems, and community gardens.
213PropTech/ ConTech Interventions Benefits
25 ~ 30% Energy Savings
60~70% Energy Savings
25% to 30% increase in productivity and 10%
savings of energy over the lifetime of the asset
Lower the operating and maintenance time and
cost
Residential projects through pre-cast complete
15% faster
Source: CREDAI, ICRA Analytics
2147. SWOT Analysis
Overview: India: Residential Real-Estate Industry: SWOT Analysis
▪ High Construction Cost
▪ Strong and Sustained Inflation and Margin Pressure
Housing Demand Driven by ▪ Complex Regulatory
Urbanization Approvals and Lengthy
▪ Government Policy Support Approval Cycles
and Incentives ▪ Dependence on Debt
▪ Rising Middle-Class Income Financing and Elevated
and Aspirational Home Leverage Levels
Ownership Strengths Weaknesses ▪ Demand-Supply Mismatch
▪ Increasing Formalization and and High Inventory Levels in
Institutional Participation
Stren Weaknes
Certain Markets
gths ses
▪ Macroeconomic
▪ Rapid Growth in Affordable Opportunities Threats Volatility and Interest
and Mid-Income Housing
Rate Sensitivity
▪ Technology Adoption and Opportu Threats ▪ Increased Competition
Digital Transformation
nities and Market
▪ Tier II and Tier III City
Consolidation
Expansion
▪ Delays Due to Litigation
▪ Rising Demand for Green
and Land Disputes
Housing and Sustainable
▪ Environmental
Projects
Regulations and
Construction Bans
7.1. Strength
Strong and Sustained Housing Demand Driven by Urbanization: India’s rapidly urbanizing
population remains the foundation of residential real estate demand. Every year, millions migrate to Tier
I and Tier II cities for employment and education, creating a structural requirement for new housing
units. This demographic trend ensures a long-term, stable demand cycle, particularly in the mid-income
and affordable housing segments. The scale of urban growth also fuels cumulative demand for supporting
infrastructure transport, utilities and civic amenities further reinforcing residential real estate expansion.
Government Policy Support and Incentives: The residential sector has gained significantly from
initiatives such as PMAY-Urban, Credit-Linked Subsidy Scheme (CLSS), Affordable Rental Housing
Complexes (ARHCs), and reduced GST rates for affordable housing. Additionally, RERA has
strengthened buyer confidence by enforcing accountability, standardizing sales practices and enhancing
transparency. Collectively, these measures mitigate risks for buyers and developers, attract new
investments and make home ownership more financially accessible to a broad segment of the population.
Rising Middle-Class Income and Aspirational Home Ownership: India’s growing middle class,
increasing disposable incomes and aspirational lifestyle upgrades have amplified demand for higher-
quality housing. Home ownership is culturally regarded as both essential and a long-term wealth-building
asset, making it a priority purchase. This trend has driven uptake not only in affordable housing but also
in premium and luxury segments across fast-growing cities such as Bengaluru, Hyderabad, Pune,
Mumbai and Gurgaon. Developers are increasingly incorporating lifestyle-oriented features into projects,
further stimulating demand.
215Increasing Formalization and Institutional Participation: The entry of institutional investors, global
private equity funds and large corporate developers has introduced scale, professionalism and organized
practices into the sector. Improved corporate governance, digital sales platforms and structured financing
have enhanced industry credibility. This transformation is eliminating smaller non-compliant players,
improving construction quality and accelerating the adoption of advanced technologies like precast,
MIVAN and green building solutions.
7.2. Weaknesses
Volatility in Raw Material Prices and Resulting Margin Pressure: While cement and steel prices
have recently remained relatively stable or even softened, the core challenge for the residential real estate
sector is not just high prices, but the volatility and unpredictability of these input costs. The sector is
highly sensitive to fluctuations in raw material prices because construction timelines stretch over multiple
years, making developers vulnerable to price swings within the project cycle. Sudden spikes – even if
temporary – in cement, steel, sand, bricks, or labor costs can significantly affect project profitability,
especially for developers operating on thin margins or in the affordable housing segment where pricing
flexibility is limited. This volatility increases the financial risk for developers, disrupts budgeting, and
may lead to cash flow mismatches or construction delays. Therefore, the key weakness is the uncertainty
and volatility in key construction inputs rather than consistently high prices, which continues to exert
margin pressure on the industry.
Complex Regulatory Approvals and Lengthy Timelines: The sector remains burdened by intricate,
multi-agency approval processes involving land-use permissions, environmental clearances, fire NOCs,
utility provisioning and municipal sanctions. Prolonged timelines inflate capital costs, delay project
launches and introduce uncertainty into construction planning. The absence of uniform regulatory
frameworks across states further creates inconsistent execution schedules, disproportionately impacting
smaller developers with limited administrative capacity.
Dependence on Debt Financing and High Leverage: Indian developers have traditionally relied on
high-cost debt, exposing them to liquidity stress during market downturns. Many face mismatches
between cash inflows from sales and outflows for construction, resulting in stalled or delayed projects.
The NBFC crisis and stricter bank lending norms have compounded liquidity challenges, making
financing a persistent vulnerability for the sector.
Demand-Supply Imbalance and Elevated Inventory in Select Markets: Despite overall market
growth, certain micro-markets particularly in NCR and the Mumbai Metropolitan Region continue to
grapple with oversupply in specific price segments. Large volumes of unsold inventory lock up capital,
suppress price appreciation and weaken developer’s financial health. This imbalance often stems from
earlier prioritization of luxury or high-margin projects that failed to align with prevailing affordability
trends.
7.3. Opportunities
Rapid Growth in Affordable and Mid-Income Housing: Affordable and mid-income segments
supported by government incentives and strong first-time homebuyer demand represent the most
significant growth opportunity in India’s residential market. Rising nuclear families and increasing urban
workforce mobility are expected to sustain structural demand in this category. Developers offering
compact, efficiently designed units with appealing amenities stand to gain the most.
Technology Adoption and Digital Transformation: There is considerable scope for integrating
PropTech solutions across sales, construction, and post-sales services. Tools such as BIM, AI-driven
project management, online sales platforms, VR-enabled site visits, and IoT-powered smart homes can
enhance efficiency, shorten construction timelines and improve customer experience. Digital
transformation also expands market reach, lowers marketing costs and promotes transparency attributes
increasingly valued by modern homebuyers.
216Tier II and Tier III City Expansion: Cities like Ahmedabad, Kochi, Indore, Jaipur, Coimbatore,
Lucknow and Visakhapatnam are experiencing rising demand driven by IT parks, industrial corridors,
improved connectivity and decentralization of corporate offices. These markets offer lower land costs,
greater availability of large parcels, and a growing aspirational population. Developers entering these
emerging cities can leverage first-mover advantage, reduce project risks and tap into higher capital
appreciation potential.
Rising Demand for Green Housing and Sustainable Projects: Increasing environmental awareness
among consumers and the push for low-carbon construction are creating opportunities for green-certified
buildings, energy-efficient designs and sustainable materials. Government incentives for green projects,
combined with lower lifecycle costs for residents, make sustainability-focused developments more
competitive. This trend aligns with global ESG priorities and opens access to new financing channels.
7.4. Threats
Macroeconomic Volatility and Interest Rate Sensitivity: Residential real estate remains highly
vulnerable to fluctuations in interest rates, inflation, and employment cycles. An increase in home loan
rates can dampen buyer sentiment and reduce affordability, particularly in the middle-income segment.
Broader economic slowdowns, job uncertainty in IT/ITES sectors, or global disruptions can directly
weaken demand and postpone purchase decisions.
Intensifying Competition and Market Consolidation: The competitive landscape is becoming more
aggressive as large, well-capitalized developers expand across multiple states. Consolidation pressures
threaten smaller regional players, who risk losing market share or financial viability. Heightened
competition often drives pricing pressures, forcing developers to reduce margins or compromise on
product differentiation.
Delays from Litigation and Land Disputes: Land acquisition continues to be plagued by legal
complexities, title ambiguities, and disputes. Litigation can significantly delay or halt projects, resulting
in financial losses, customer dissatisfaction, and reputational damage. Despite RERA’s safeguards,
unresolved legacy cases and ownership uncertainties remain systemic risks for the sector.
Environmental Regulations and Construction Bans: Periodic construction bans due to pollution
control measures especially in Delhi-NCR or evolving environmental regulations can slow project
timelines and escalate costs. Climate-related risks such as floods, heatwaves, and cyclone-prone
geographies further increase operational challenges. Compliance with stricter environmental norms
demands continuous investment and can disrupt construction schedules.
8. Competitive Landscape
8.1. Company profiling and benchmarking
1. Veegaland Developers Limited (VDL): VDL, incorporated on August 10, 2007, is engaged in real
estate development and construction of residential projects, with operations primarily based in Kerala.
Veegaland Developers Limited is part of broader V-Guard Group (V-Guard, Wonderla, Veegaland & V-
star), known for its commitment to quality, sustainable construction practices, and timely project
delivery. Veegaland Developers is a premier real estate developer based in Kerala. Company focuses on
building premium Biophilic Urban Homes under the brand name ‘Veegaland Homes’ to bring the
homeowners closer to nature through eco-friendly designs and techniques. As of December 8, 2025,
Veegaland Developers Limited ranks as Kerala’s fastest-selling real estate developer (Source: Basis 'List
of Registered Projects' from the K-RERA website considering residential apartment projects with status
marked as ‘Construction In Progress’ across three or more districts in Kerala, further ranking is
determined by computing the average residential apartment sold % per annum, data is also backed by
company's auditor certificate) . Over the past 14 years, company has successfully completed 10 projects
aggregating to 1.10 million square feet of super built-up area. Additionally, 10 projects are now ongoing
with an aggregate area of 1.37 million square feet of super built-up area.
217The company has successfully completed several landmark projects such as Green Clouds, Petunia &
Begonia, Kingstown, Bluebell, and Kingsfort in Kochi and has ongoing projects in Thrissur,
Kozhikode, Ernakulam.
2. Puravankara Limited (Puravankara): Puravankara was founded in 1975 and headquartered in
Bengaluru, Puravankara is one of India’s leading real estate developers. The company has successfully
delivered 87 residential and commercial projects with a completed developable area of 50.76 million sq.
ft., and currently has over 23,800 homes under development, covering more than 33.90 million sq. ft. of
developable area. Puravankara is a listed company and has a strong presence across Bengaluru, Chennai,
Hyderabad, Kochi, Pune, Mumbai, Goa, Coimbatore and Mangaluru, along with international operations
in Dubai and Colombo.
The group focuses on luxury housing, premium affordable homes, and integrated townships,
complemented by green-certified and sustainable projects. It operates through three major brands:
Puravankara – luxury and theme-based project, Provident Housing – mid-income housing and Purva
Land – plotted developments
Notable projects include Purva Atmosphere (Thanisandra Main Road, Bengaluru), Purva Meraki (HSR
Layout, Bengaluru) and Purva Aerocity (Chikkajala, North Bengaluru).
3. Shriram Properties Limited: Shriram Properties Limited, founded in 2000 and headquartered in
Bengaluru, is one of South India’s leading residential real estate developers. The company focuses on
mid-market and affordable housing, along with premium, luxury, plotted developments, and select
commercial spaces. It has successfully delivered 48 projects covering 29.2 million sq. ft. of saleable area,
with completed projects largely concentrated in Bengaluru and Chennai. Currently, Shriram Properties
has a strong pipeline of 42 ongoing and upcoming projects spanning 40.2 million sq. ft. and a total
portfolio of 54 projects aggregating to 53.83 million sq. ft. Over 31,000 families have been served so far.
The company has a significant presence in Bengaluru, Chennai, Coimbatore, Visakhapatnam, and
Kolkata. Its portfolio comprises mid-market housing (56%), affordable housing (33%), along with
plotted developments and select luxury projects. Notable projects include Shriram Codename The One
near Chandapura, Shriram Esquire in Koramangala, Shriram Divine City in Mangadu and Shriram Blue
in KR Puram, Bengaluru.
4. Skyline Foundations and Structures Private Limited (SFSPL): SFSPL, incorporated on May 20,
2004, is a real estate developer headquartered in Bengaluru, Karnataka, with a presence in Kerala. The
company operates under the brand SFS Homes and is a residential developer in Kerala. Over the past
two decades, SFSPL has developed 75+ real estate projects covering approximately 6.9 million square
feet, and currently has nine ongoing projects totaling around 1 million square feet.
SFSPL specializes in residential apartments and also offers property rentals and real estate services.
5. Asset Homes Pvt. Ltd (AHPL): AHPL, incorporated on September 19, 2006, is a real estate developer
headquartered in Kochi, Kerala. The company delivers residential projects across Kerala, with a focus
on blending luxury with nature. Over the years, Asset Homes has completed over 64 projects across 10
cities in Kerala, including Kochi, Thiruvananthapuram, Thrissur, Kozhikode, and Kannur.
Some projects include Asset Signature, Asset Versatile, Asset Luminaire, and Asset Silicon Heights.
2188.2. Financial benchmarking of key peers in the sector
Table 13: Financial benchmarking of key peer companies for the Half Year 2026
Comparison with industry peers
For the period ending September 30, 2025 (Consolidated financials)
Particulars Veegaland Puravankara Shriram Skyline Asset Homes
Developers Limited Properties Foundations Pvt Ltd.
Limited and Structures
Private Limited
Revenue from 12,415.85 1,16,860.00 44,763.00 NA NA
Operations (1)
(₹ in Lakhs)
Growth in NA NA NA NA NA
Revenue from
Operations (2)
(%)
Gross Profit (3) 3,404.51 57,069.00 14,299.00 NA NA
(₹ in Lakhs)
Gross Profit 27.42% 48.84% 31.94% NA NA
Margin (4) (%)
EBITDA (5) (₹ 1,891.56 20,342.00 6,984.00 NA NA
in Lakhs)
EBITDA 15.12% 16.93% 14.24% NA NA
Margin (6) (%)
Profit After 1,152.54 -11,154.00 2,916.00 NA NA
Tax (7) (₹ in
Lakhs)
PAT Margin 9.21% -9.28% 5.94% NA NA
(8) (%)
RoE(9) (%) 7.27% -6.66% 2.13% NA NA
RoCE (10) (%) 6.21% 3.18% 3.22% NA NA
Debt to 0.19 2.76 0.50 NA NA
Equity (11) (%)
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Company does not make consolidated financial statements separately
Table 14: Financial benchmarking of key peer companies for the Financial Year 2025
Comparison with industry peers
For the period ending March 31, 2025 (Consolidated financials)
Particulars Veegaland Puravankara Shriram Skyline Asset Homes
Developers Limited Properties Foundations Pvt Ltd.
Limited and Structures
Private Limited
Revenue from 19,237.53 2,01,361.00 82,344.00 NA NA
Operations (1)
(₹ in Lakhs)
Growth in 73.67% -7.85% -4.75% NA NA
Revenue from
Operations (2)
(%)
Gross Profit (3) 5,302.33 1,11,370.00 24,850.00 NA NA
(₹ in Lakhs)
219Gross Profit 27.56% 55.31% 30.18% NA NA
Margin (4) (%)
EBITDA (5) (₹ 3,377.35 37,741.00 20,283.00 NA NA
in Lakhs)
EBITDA 17.21% 18.03% 20.84% NA NA
Margin (6) (%)
Profit After 2,042.59 -18,292.00 7,730.00 NA NA
Tax (7) (₹ in
Lakhs)
PAT Margin (8) 10.41% -8.74% 7.94% NA NA
(%)
RoE(9) (%) 36.96% -10.12% 5.87% NA NA
RoCE (10) (%) 13.75% 5.97% 9.86% NA NA
Debt to Equity 2.70 2.48 0.48 NA NA
(11) (%)
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Company does not make consolidated financial statements separately
Table 15: Financial benchmarking of key peer companies for the Financial Year 2024
Comparison with industry peers
For the period ending March 31, 2024 (Consolidated financials)
Particulars Veegaland Puravankara Shriram Skyline Asset Homes
Developers Limited Properties Foundations Pvt Ltd.#
Limited and
Structures
Private
Limited
Revenue from 11,076.76 2,18,526.00 86,453.00 23,662.22 25,882.55
Operations (1) (₹ in
Lakhs)
Growth in Revenue 1.7% 76.83% 28.19% 16.77% -2.10%
from Operations (2)
(%)
Gross Profit (3) (₹ in 3,193.59 1,14,967.00 29,100.00 9,450.22 5,980.14
Lakhs)
Gross Profit Margin (4) 28.83% 52.61% 33.66% 39.94% 23.10%
(%)
EBITDA (5) (₹ in 1,672.23 53,050.00 20,326.00 6,826.02 3,084.26
Lakhs)
EBITDA Margin (6) 14.59% 23.47% 20.59% 26.95% 11.75%
(%)
Profit After Tax (7) (₹ 786.88 4,200.00 7,542.00 6,508.69 1,364.50
in Lakhs)
PAT Margin (8) (%) 6.87% 1.86% 7.64% 25.70% 5.20%
RoE(9) (%) 19.12% 2.17% 6.09% 23.59% 17.86%
RoCE (10) (%) 9.85% 10.27% 10.34% 22.03% 20.32%
Debt to Equity (11) (%) 2.67 1.74 0.51 0.00 0.75
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Company does not make consolidated financial statements separately
#Considered standalone financial statements since the consolidated financial statements couldn’t be found.
220Table 16: Financial benchmarking of key peer companies for the Financial Year 2023
Comparison with industry peers
For the period ending March 31, 2023 (Consolidated financials)
Skyline
Foundations
Veegaland
Shriram and Asset Homes
Particulars Developers Puravankara Limited
Properties Structures Pvt Ltd. #
Limited
Private
Limited
Revenue from 10,891.16 1,23,577.00 67,440.00 20,263.27 26,436.44
Operations (1) (₹
in Lakhs)
Growth in NA NA NA NA NA
Revenue from
Operations (2)
(%)
Gross Profit (3) 3,322.47 77,532.00 22,118.00 8,102.40 4,317.79
(₹ in Lakhs)
Gross Profit 30.51% 62.74% 32.80% 39.99% 16.33%
Margin (4) (%)
EBITDA (5) (₹ in 2,421.98 43,226.00 18,574.00 5,775.55 2,446.78
Lakhs)
EBITDA 22.00% 30.72% 22.82% 26.72% 8.86%
Margin (6) (%)
Profit After Tax 1,453.06 6,652.00 6,825.00 5,514.71 994.06
(7) (₹ in Lakhs)
PAT Margin (8) 13.20% 4.73% 8.39% 25.51% 3.60%
(%)
RoE(9) (%) 48.44% 3.30% 5.85% 23.80% 14.55%
RoCE (10) (%) 14.88% 8.87% 9.88% 21.62% 17.33%
Debt to Equity 3.28 1.47 0.53 0.02 0.81
(11) (%)
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
*Company does not make consolidated financial statements separately
#Considered standalone financial statements since the consolidated financial statements couldn’t be found.
Table 17: List of Formulas used for the key peer comparison
Sr. No. Formula
Revenue from Operations Revenue from operations as per Restated Financial
1
(1) (₹ in Lakhs) Statements/Financial Statements.
Growth in Revenue from Growth in revenue from operations is current period value less
2
Operations (2) (%) previous period value divided by previous period value.
Revenue from operations as per Restated Financial
Statements/Financial Statements less cost of goods sold which is sum
Gross Profit (3) (₹ in
3 of cost of material consumed and changes in Inventories of Finished
Lakhs)
Goods, Work-In-Progress and Stock-In-Trade as per Restated
Financial Statements/Financial Statements.
Gross Profit Margin (4) Gross Profit Margin refers to gross profit during a given period as a
4
(%) percentage of revenue from operations during that period.
EBITDA refers to earnings before interest, taxes, depreciation,
5 EBITDA (5) (₹ in Lakhs)
amortisation including other income.
EBITDA Margin refers to EBITDA during a given period as a
6 EBITDA Margin (6) (%)
percentage of Total Income during that period.
7 Profit After Tax (7) (₹ in Profit After Tax as per Restated Financial Statements/Financial
221Sr. No. Formula
Lakhs) Statements.
PAT Margin refers to PAT during a given period as a percentage of
8 PAT Margin (8) (%)
Total Income during that period.
Return on equity (RoE) is equal to Net profit after taxes divided by
9 RoE(9) (%) average shareholder's equity including other equity but excluding non
controlling interest
Return on Capital Employed (RoCE) (%) is calculated as profit before
tax plus finance costs divided by sum of total equity, non-current
10 RoCE (10) (%) borrowings, current borrowings and deferred tax liabilities (net)
excluding deferred tax assets (net) and total intangible assets during
that period
11 Debt/Equity (11) (%) Debt-to-Equity ratio is calculated as total Debt divided by total equity.
Source: Company Financial Statements, ICRA Analytics
222OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 26 for a discussion of the risks and uncertainties related to those statements and also “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 40, 297 and 375 respectively, for a discussion of certain factors that may affect
our business, financial condition or results of operations. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year
and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year.
The manner of calculation and presentation of some of the financial and operational performance indicators
included in this Draft Red Herring Prospectus, some of which have not been derived from the Restated Financial
Information and the assumptions and estimates used in such calculations, may vary from that used by other
companies in India and other jurisdictions. See “Risk Factors – This Draft Red Herring Prospectus includes
certain Non-GAAP Measures, financial and operational performance indicators and other industry measures
related to our operations and financial performance. The Non-GAAP Measures and industry measures may
vary from any standard methodology that is applicable across the Real Estate segment and, therefore, may not
be comparable with financial or industry related statistical information of similar nomenclature computed and
presented by other companies” on page 78. Also, see “Restated Financial Information” on page 297.
Additionally, see “Definitions and Abbreviations” on page 1 for certain terms used in this section. Unless the
context otherwise requires, in this section, references to “we”, “us” and “our” “our Company” or “the
Company” or refer to Veegaland Developers Limited.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Assessment of Residential Construction Sector - With focus on Kerala” dated December 26,
2025” (the “ICRA Report”) prepared and issued by ICRA Analytics Limited (“ICRA”), appointed by us on July
16, 2025 and exclusively commissioned and paid for by us in connection with the Issue. ICRA is an independent
agency which has no relationship with our Company, our Promoters or any of our Directors or KMPs or SMPs.
The data included herein includes excerpts from the ICRA Report and may have been re-ordered by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue),
that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry
and other related information derived from the ICRA Report and included herein with respect to any particular
year refers to such information for the relevant calendar year. A copy of the ICRA Report is available on the
website of our Company at www.veegaland.com/ipo-offer-documents/ until the Bid/Issue Closing Date. For more
information, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been
derived from the ICRA Report, which was prepared by ICRA and exclusively commissioned and paid for by
our Company for the purposes of the Issue, and any reliance on information from the ICRA Report for making
an investment decision in the Issue is subject to inherent risks” on page77.
OVERVIEW
We are a real estate development Company engaged in the planning, development and sale of multi-storied
residential apartment projects in the state of Kerala, India. Our projects are developed across our mid-premium,
premium, ultra-premium, luxe-series and ultra-luxury residential segments and are implemented in accordance
with the applicable provision of RERA. We operate under our brand name ‘Veegaland Homes’ and as on date we
have undertaken projects in Kochi, Thiruvananthapuram, Kozhikode and Thrissur in the state of Kerala, India.
According to the ICRA Report, as of December 8, 2025, we are ranked as Kerala’s fastest-selling real estate
developer and are also one of the recognised residential real estate developers in the state of Kerala.
We form part of the broader ‘V-Guard Group’, which traces its origins to 1977, when our Promoter, Kochouseph
Thomas Chittilappilly, established V-Guard Industries for the manufacture of voltage stabilisers. Over the
decades, the group has evolved into a diversified business ecosystem with interests spanning consumer electricals
through ‘V-Guard Industries Limited’, entertainment through ‘Wonderla Holidays Limited’ and fashion and
apparel through ‘V-Star Creations Private Limited’. The group also undertakes philanthropic, healthcare and
wellness activities through the ‘K Chittilappilly Foundation’ and ‘Chittilappilly Square’, operated under the ‘K.
223Chittilappilly Trust’. As part of diversification strategy of the said group, our Company was incorporated in 2007
and we entered the real estate development sector in 2011 upon commencing our residential real estate operations.
We commenced our real estate activities in 2011 with the receipt of our first building permit for ‘Green Clouds’,
a multi-storey apartment in Kochi, Kerala positioned under our ultra-luxury segment. Thereafter, we expanded
our operations within Kochi and subsequently into other cities in Kerala, including Thiruvananthapuram,
Kozhikode and Thrissur, by undertaking residential apartment developments of varying scales and configurations.
We have for the purpose of describing our business, classified the description of our projects into the following
categories: (i) Completed Projects; (ii) Ongoing Projects; and (iii) Upcoming Projects. As of October 31, 2025,
we have a portfolio comprising 10 Completed Projects, 9 Ongoing Projects, and 4 Upcoming Projects in the state
of Kerala, India. Set out below are details of our Completed, Ongoing and Upcoming projects as on October 31,
2025.
Saleable Area* (in
Type of Project Number of Projects Number of Units
square feet)
Completed Projects 10 692 11,05,009
Ongoing Projects 9 695 12,67,501
Upcoming Projects 4 375 7,65,264**
Total 23 1,762 31,37,774
*Saleable Area refers to the total area of a residential unit on which the consideration is charged to the purchaser and generally includes the
carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of common areas such as corridors,
lobbies, recreational facilities and service areas.
** Saleable Area of the Upcoming Projects has been determined based on architectural drawings that are currently under various stages of
statutory approval, and may be subject to change in accordance with observations, conditions or modifications, if any, required by the relevant
approving authorities.
Note: The above table include projects developed under JDA. Under these JDA units and area allocated to landowners – 12 units spanning
19,380 sq. ft. (Petunia & Begonia), 22 units spanning 28,755 sq. ft. (Kings Town) and 9 units spanning 15,403 sq. ft. (Zinnia) under Completed
Projects; 7 units across 14,907 sq. ft. (Elanza) under Ongoing Projects; Nil sq. ft. under Upcoming Projects.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
For details of our Completed Projects, Ongoing Projects and Upcoming Projects, see “Our Business – Our
Projects” on page 227.
Below is a map indicating the locations of our Completed, Ongoing and Upcoming Projects in Kerala, as of
October 31, 2025:
224As of October 31, 2025, our Company has completed 10 residential projects aggregating to 11.05 lakh square feet
of saleable area. These comprised of 692 units (including 43 units allocated to landowners under JDAs). All units
across these Completed Projects have been fully sold, demonstrating complete absorption of delivered inventory
and supporting the credibility of our execution track record across area of our operation in the state of Kerala.
Our Ongoing 9 projects aggregates 12,52,594 square feet of saleable area and it comprises of 688 units (excluding
7 units compring of 14,907 square feet of saleable area allocated to landowners under JDA). As of October 31,
2025, 509 units, aggregating 9,21,552 square feet of saleable area have been sold by us, representing 73.57% of
the total saleable area excluding JDA across these projects. These developments are at different stages of
construction, ranging from early foundation works to advanced finishing and constitutes a significant component
of our near-term operational visibility. Bookings in respect of ongoing projects are typically undertaken during
the construction phase in accordance with applicable laws and regulations, and such bookings form part of the
Company’s order book. Collections from customers are received in a phased manner basis in line with RERA-
approved construction schedules, which supports project-level cash flows and operational visibility.
In addition, our Upcoming Projects identified for launch collectively account for an estimated saleable area of
7,65,264 square feet, comprising of approximately 375 residential units. These projects, as on October 31, 2025,
are currently at various stages of pre-construction activities, including architectural and engineering design and
statutory approval processes with the relevant authorities.
Parallel to the same, as on date of this Draft Red Herring Prospectus, we maintain land reserves aggregating 7.20
acres across in Kochi and Thiruvananthapuram, Kerala, which are intended to support future residential
development, subject to receipt of applicable statutory approvals, feasibility assessments and market conditions.
Our real estate development experience spans both project undertaken on freehold land acquired through outright
purchase and projects executed under asset-light development model implemented through joint development
arrangements (“JDAs”) with landowners. As on date of this Draft Red Herring Prospectus, we have only one
project named ‘Elanza’, falling under our premium segment, which is being developed under a JDA structure.
Elanza has a total saleable area of 1,51,354 square feet, of which 14,907 square feet are allocated to the landowner
in accordance with the terms of the JDA. For details, see “Our Business – Our Projects” on page 227.
Our residential development model is integrated and process-led, encompassing feasibility assessment, master
planning, consultant engagement, project design, procurement of regulatory approval technical supervision,
adherence to construction specifications, staged quality verification, milestone-linked billing, customer
documentation and possession handover. Post-completion, we also provide defect-liability support and coordinate
with resident associations for transition of common assets.
Our present project designs typically incorporate biophilic and resource-efficient features such as cross-ventilated
apartment layouts, orientation planning for natural daylight, landscaped podiums and terraces, on-site sewage
treatment with recycled-water reuse, heat resistant walls, solar photovoltaic systems for common areas, organic
waste conversion units and groundwater recharge mechanisms. These elements are integrated at the planning stage
and executed as part of standard project infrastructure.
The details relating to our sales volume and sales value during the reporting periods indicated are set forth below:
Period Number of Unit Sold* Sales value (in ₹ lakhs)
For the six month period 135 18,660.11
September 30, 2025
Fiscal 2025 273 34,205.13
Fiscal 2024 169 18,916.27
Fiscal 2023 111 10,962.03
Total 688 82,743.54
Note: For the purpose of this table, where a customer has combined two residential units pursuant to purchase arrangement, each residential
unit has been counted separately as one unit sold.
*Unit sold means unit/flat for which sale agreement/agreements has been executed with customers.
225Our sales performance as indicated in the table set forth indicates sustained improvement from Fiscal 2023
onwards, reflecting a CAGR of 76.64%. Over the past six-month period ended September 30, 2025 and three
Fiscals, our residential sales demonstrated an upward trend in both sales volumes and sales values. Our sales value
increased from ₹10,962.03 lakh in Fiscal 2023 to ₹34,205.13 lakh in Fiscal 2025. During the six-month period
ended September 30, 2025, we recorded 135-unit sales amounting to ₹18,660.11 lakh, representing 54.55% of the
total sales value generated in Fiscal 2025, indicating continued absorption across our ongoing projects.
We are led by our Promoter, Kochouseph Thomas Chittilappilly, who has over 48 years of diversified experience,
including more than 15 years in the real estate and amusement park industries and over 43 years of experience in
the electrical appliances sector. He is also the founder of V-Guard Industries Limited and Wonderla Holidays
Limited, both of which are publicly listed companies. He has been recognised with the ‘Kerala Sree Award’ by
the Government of Kerala in the year 2022 and was included by ‘Forbes’ magazine in its list of Asia’s 2018 -
Heroes of Philanthropy. Our Promoter has been closely involved in our business as the Whole-Time Director and
Vice Chairman, overseeing strategic direction, guiding the implementation of growth plans and supervising the
performance of our senior leadership team. His continued involvement brings long-standing industry knowledge,
business acumen and organisational vision that have been instrumental in sustaining our operations and supporting
our growth. We are also supported by an experienced team of Key Managerial Personnel and Senior Management,
who have demonstrated the ability to anticipate and respond to market trends, manage and scale operations and
strengthen customer relationships. For further details, see “Our Promoters and Promoter Group” and “Our
Management” on page 289 and 267, respectively. As on September 30, 2025 we are also supported by our
workforce which consists of 100 permanent employees.
Financial and Operational Key Performance Indicators
The table below sets forth certain financial and operational key performance indicators as at and for the periods
indicated:
(₹ in Lakhs, unless otherwise stated)
As at and for the Fiscal
Financial Metrics period ended
2025 2024 2023
September 30, 2025
Financial KPI
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations (1)
Revenue Growth NA 73.67 1.70 NA
YoY (2)
EBITDA (3) 1,891.56 3,377.35 1,672.23 2,421.98
EBITDA Margin 15.12 17.21 14.59 22.00
(in %)(4)
Profit after tax (5) 1,152.54 2,042.59 786.88 1,453.06
PAT Margin (in 9.21 10.41 6.87 13.20
%) (6)
Return on Equity (in 7.27 36.96 19.12 48.44
%) (7)
Return on Capital 6.21 13.75 9.85 14.88
Employed (in %) (8)
Debt/Equity (9) 0.19 2.70 2.67 3.28
Operational KPI
Attrition Rate (%)(10) 3.51% 4.41% 7.87% 3.31%
Saleable area of 11,05,009 11,05,009 9,76,840 8,34,434
Completed Projects
(in square feet) (11)
Saleable area of 12,67,501 10,02,610 10,41,140 5,43,729
Ongoing Projects (in
square feet) (12)
Number of Completed 10 10 9 8
Projects (13)
Number of Ongoing 9 7 7 4
Projects (14)
226As at and for the Fiscal
Financial Metrics period ended
2025 2024 2023
September 30, 2025
Gross collections 11,378.65 20,754.45 12,530.78 15,539.22
(excluding GST) (in ₹
lakhs) (15)
Sales value (excluding 18,660.11 34,205.13 18,916.27 10,962.03
GST) (in ₹
Lakhs) (A) (16)
Sales area (saleable 2,45,595 4,72,108 2,72,668 1,64,260
area in square
feet) (B) (17)
Sales (Number of 135 273 169 111
units) (18)
Average sale price per 7,597.92 7,245.19 6,937.47 6,673.58
square feet (in
₹) (A/B) (19)
Notes:
As certified by Statutory Auditors pursuant to their certificate dated December 27, 2025 and December 30, 2025 for financial key
performance indicators and operational key performance indicators, respectively.
The Audit committee in its resolution for approval of KPIs dated November 20, 2025 has also confirmed that the Company has not
disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring
Prospectus other than as disclosed in this section.
1. Revenue from Operations: This represents revenue recognized as per Ind AS 115, Revenue from Contracts with Customers under
Percentage of Completion method.
2. Revenue Growth YoY: Increase/(Decrease)in Revenue from Operations divided by the previous year’s Revenue from Operations.
3. EBITDA: Profit/(loss) before tax, plus interest finance costs and depreciation and amortization expense and finance costs for the
period/year as per the Financial Statements.
4. EBITDA Margin (in %): Percentage of, EBITDA during a given period divided by Total Income.
5. PAT: Profit/(loss) for the year from continuing and discontinued operations after deducting all expenses and direct taxes as
appearing in the Financial Statements.
6. PAT Margin (in %): Profit after tax divided by Total Income of the Company.
7. Return of Equity: Profit after tax for the year/period divided by average equity attributable to owners of the company for the
year/period.
8. Return on Capital Employed (ROCE): It is calculated as earnings before interest and tax for the year/period excluding other
income divided by capital employed (Total Equity + Current and Non-Current Borrowings +Deferred Tax Liability – Deferred
Tax Asset – Intangible Asset)..
9. Debt/Equity: The total debt (current and non-current borrowings) of the Company at the end of the year/period divided by the total
equity of the Company at the end of the year/period..
10. Attrition Rate: Dividing the number of employees resigned during the period divided by the average number of employees.
11. Saleable area of completed projects: Aggregate of saleable area of all projects for which Occupancy Certificate has been received
as on a date.
12. Saleable area of Ongoing Projects: Aggregate of saleable area of all projects for which RERA approval is received but yet to
receive Occupancy Certificate for as on a date.
13. Number of completed projects: Aggregate number of projects for which Occupancy Certificate has been received as on a date.
14. Number of Ongoing Projects: Aggregate number of projects for which RERA approval is received but yet to receive Occupancy
Certificate as on a date..
15. Gross Collections: Aggregate of amounts received from Customers towards sale of apartments during a given period.
16. Sales Value: Aggregate agreement value of the apartments sold during the respective period/year..
17. Sales area (saleable area in square feet): Aggregate of saleable area of all units for which sale agreements have been executed in
the respective period/years.
18. Sales (Number of Units): Aggregate number of units for which agreements have been executed during the respective period/years.
19. Average sale price per square feet: Aggregate agreement value of apartments which have been sold in the respective period/years
divided by the aggregate saleable area of the said units..
For any further details of our Financial Performance Indicators, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Key Performance Indicators and Non-GAAP Financial
Measures” on page 397.
Our Projects
For the purpose of describing our residential development portfolio, we classify our projects segments i.e. into
mid-premium, premium, ultra-premium, luxe-series and ultra-luxury segments. These classifications reflect
differences in configuration sizes, amenity specifications, design orientation and intended customer segments
across our projects. Set our below are the basis details classification of our residential development portfolio;
227Set out below are the basic details of the segment-wise classification of our residential development portfolio;
Mid-Premium
Our mid-premium projects comprise compact and functional apartment units, generally ranging from
approximately 900 square feet to 1,300 square feet, designed to meet the requirements of first-time homebuyers,
young professionals, small families and investors for rental income. These projects prioritize efficient internal
layouts, modern amenities and a secure residential environment in a compact package. This segment is positioned
at accessible price points while offering core features of contemporary apartment living. Currently the average
sales price for this category ranges from ₹6,300 to ₹7,000 per square feet.
Premium
Our premium projects constitutes the largest portion of our overall portfolio of Completed Projects. Residential
developments in this category typically offer 2, 3 and 4 BHK units ranging from approximately 1,270 square feet
to 2,579 square feet. These projects are designed to serve upper-middle class segment and generally include a
broader set of amenities such as landscaped recreation areas, fitness spaces, children’s play zones and designated
community zones. Through our Premium projects, we seek to cater to prospective customers seeking an upgrade
in space and amenities, with price points positioned from affordable luxury to higher-end offerings. Currently the
average sales price for this segment ranges from ₹to ₹6,400 to ₹ 8,400 per square feet.
Ultra-Premium
Our ultra-premium projects comprise larger-format homes, generally starting from approximately 1,800 square
feet and above, including expansive 3 BHK and 4 BHK layouts and more expansive designs. This segment
includes low-density and boutique-format projects that emphasize enhanced privacy, reduced shared walls. It is
focused at providing luxurious living experience through premium amenities such as sports courts, dedicated
exercise areas, theatre rooms and co-working spaces. Through our ultra-premium projects, we seek to cater to
high net worth individuals who value luxury, expansive living space and enhanced lifestyle amenities. Currently
the average sales price for this segment ranges from ₹6,500 to ₹ 8,800 per square feet.
Luxe Series
Our Luxe Series projects comprise high-end developments characterized by privacy-focused planning, premium
specifications and limited-unit configurations. Units in this category are typically 3 BHK and 4 BHK units and
are generally between 1,900 square feet and 2,600 square feet, with independent-floor type layouts and no wall-
sharing between units to enhance privacy and comfort. These developments often include exclusive recreational
facilities, dedicated clubhouse spaces and amenity specifications designed for customers seeking premium living
environments in strategically located area. Currently the average sales price for Luxe Series projects ranges from
₹ 9,000 to ₹ 10,000 per square feet.
Ultra-Luxury
Our ultra-luxury projects represent the highest tier within our residential portfolio and consist of extremely low-
density, large-format residences, including presidential-style penthouses and sky villas, typically 4 BHK units
starting from approximately 8,795 square feet. These developments are targeted at a niche customer base
comprising high-net-worth individuals, senior professionals and business owners who seek large internal spaces,
premium specifications and high levels of privacy. Projects in this segment are designed with architectural
elements, exclusive amenities and substantial private areas.
The table below set forth, a summary of revenue breakup based on project segment i.e. mid-premium, premium,
ultra-premium, luxe-series and ultra-luxury categories for the period indicated;
228(₹ in lakhs, except %)
Project For six % of Fiscal % of Fiscal % of Fiscal % of
Segment month Revenue 2025 Revenue 2024 Revenue 2023 Revenu
period ended from from from e from
September Operati Operati Operations Operati
30, 2025 ons ons ons
Mid- 1,140.82 9.19% 910.99 4.74% 69.88 0.63% 1,926.92 17.69%
premium
Premium 6,081.31 48.98% 11,044.49 57.41% 10,313.75 93.11% 9,309.24 85.48%
Ultra- 5,144.35 41.43% 6,957.05 36.16% 693.13 6.26% - -
premium
Luxe-series 49.37 0.40% - - - - - -
Ultra-luxury - - 325.00 1.69% - - (345.00)* (3.17)
Total 12,415.85 100.00 19,237.53 100.00 11,076.76 100.00 10,891.16 100.00
*Negative figure relates to reversal of revenue on account of cancellation.
Set out below are the details of our project portfolio, classified into Completed, Ongoing, and Upcoming Projects.
Completed Projects
Completed Projects refer to residential developments where the land (or development rights) has been acquired,
design development and construction activities have been completed in accordance with the approved plan and
occupancy certificates have been received from the competent authority for all built-up units within the project.
Set out below are the brief details of our Completed Projects:
Estimated Actual Date of
Date of
Saleable Area Date of Completion
Name of Type of Commencement
Location Area* (sq. Sold Completion (As per
Project Development / RERA
ft.) (%) under Occupancy
Registration
RERA Certificate)
Green Kochi, Ultra-Luxury 96,745 100 September 7, N/A# October 26,
Clouds Kerala 2011 2016
Petunia & Kochi, Premium 1,76,955 100 May 7, 2013 N/A# January 25,
Begonia Kerala (JDA)** 2017
Kings Kochi, Premium 1,01,100 100 August 8, 2014 N/A# June 30, 2017
Town Kerala (JDA)**
Bluebell Kochi, Mid-Premium 22,128 100 June 15, 2017 N/A# April 5, 2019
Kerala
Kings Fort Kochi, Premium 1,61,928 100 March 3, 2020 April 30, August 12,
Kerala 2021^ 2021^
Exotica Kochi, Premium 1,40,381 100 March 10, 2020 December June 21, 2022
Kerala 31, 2022
Zinnia Kochi, Premium 56,885 100 March 10, 2020 March 30, March 22,
Kerala (JDA)** 2022 2022
Bliss Kochi, Premium 78,312 100 June 17, 2020 August 28, December 22,
Kerala 2023 2022
Thejus Kochi, Premium 1,42,406 100 April 15, 2021 March 31, May 26, 2023
Kerala 2024
Springbell Kochi, Premium 1,28,169 100 March 22, 2022 December December 12,
Kerala 31, 2025 2024
Total - - 11,05,009 - - - -
* Saleable Area refers to the total area of a residential unit on which the consideration is charged to the purchaser and generally includes
the carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of common areas such as
corridors, lobbies, recreational facilities and service areas.
** Projects developed under joint development arrangements. Under these joint development arrangements, the landowners were allocated
19,380 sq. ft. (Petunia & Begonia), 28,755 sq. ft. (Kings Town) and 15,403 sq. ft. (Zinnia) out of the total saleable area.
# These projects were initiated prior to the implementation of K-RERA and were therefore not required to obtain RERA registration.
^The completion timeline for Kings Fort was extended as the project was impacted by COVID-19–related restrictions, including labour
shortages, supply-chain disruptions and temporary suspension of on-site construction activities during the pandemic period.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
Ongoing Projects
229Our Ongoing projects comprise of residential developments that are presently under execution and are progressing
through different stages of construction, including foundation and structural works, masonry, mechanical,
electrical, plumbing installations, interior finishing and external development activities. These projects are being
implemented in accordance with the approved building permits, RERA registrations, sanctioned plans and project-
specific execution schedules. The pace and sequence of construction works vary across projects depending on
factors such as the stage of the project, construction sequencing, contractor deployment, material procurement
cycles, weather conditions and statutory compliance requirements. Each ongoing project is monitored through
internal quality-control mechanisms, periodic site reviews and coordination among project management,
procurement, site execution, designing and customer-relations teams to ensure adherence to planned timelines,
technical specifications and safety protocols. Together, these projects represent a significant portion of our active
development pipeline and contribute to our near-term operational visibility, customer collections and future
revenue recognition.
Set out below are the brief details relating to our ongoing projects as on October 31, 2025:
Name of Project Location Type of Saleable Area sold Date of Estimated
developme area* (Sq. as on commence date of
nt Ft.) October 31, ment / Completion
2025 (Sq. RERA (as per
Ft.) registration RERA)
Elanza Thrissur, Premium 1,51,354 44,200 October 12, November
Kerala (under 2022 30, 2026
JDA)**
Symphony Kozhikode, Ultra- 1,21,800 65,031 February July 31,
Kerala Premium 23, 2023 2027
Green Capitol Thiruva- Premium 1,51,778 1,25,735 July 27, June 30,
Nanthapur- 2023 2028
m, Kerala
Maybell Kochi, Premium 1,48,860 1,48,860 September December
Kerala 23, 2023 31, 2027
Green Heights Kochi, Ultra- 2,77,907 2,71,469 October 16, August 30,
Kerala Premium 2023 2028
Green Fort Kochi, Mid- 61,272 61,272 November August 31,
Kerala Premium 20, 2023 2027
Queens Park Kochi, Ultra- 89,639 58,263 September October 31,
Kerala Premium 10, 2024 2028
Casabella Kochi, Premium 1,70,852 1,11,202 June 20, June 30,
Kerala 2025 2029
Flora Kochi, Luxe 94,039 35,520 July 30, November
Kerala 2025 30, 2029
Total - - 12,67,501 9,21,552 - -
*Saleable Area refers to the total area of a residential unit on which the consideration is charged to the purchaser and generally includes the
carpet area, internal walls, balconies or terraces (where applicable), together with a proportionate share of common areas such as corridors,
lobbies, recreational facilities and service areas.
**Elanza is being developed under a joint development arrangement with the land owner, under which 14,907 square feet out of total saleable
area of 1,51,354 square feet is allocated to the land owner.
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
Set out below are details of estimated completion timelines and construction progress of our Ongoing Projects as
on September 30, 2025:
Name of Project Location Estimated Date of % of completion of
Completion (RERA) construction
Elanza Thrissur, Kerala November 30, 2026 78.74
Symphony Kozhikode, Kerala July 31, 2027 74.50
Green Capitol Thiruvananthapuram, Kerala June 30, 2028 59.85
Maybell Kochi, Kerala December 31, 2027 40.80
Green Heights Kochi, Kerala August 30, 2028 41.09
Green Fort Kochi, Kerala August 31, 2027 48.83
Queens Park Kochi, Kerala October 31, 2028 33.19
Casabella Kochi, Kerala June 30, 2029 22.93
230Name of Project Location Estimated Date of % of completion of
Completion (RERA) construction
Flora Kochi, Kerala November 30, 2029 25.28
Upcoming Projects
Upcoming Projects refer to residential developments where the land (or rights thereto) has been acquired, and
where the business plan, design development, pre-construction activities and regulatory approval processes are
underway; however, construction and sales activities have not yet commenced as on October 31, 2025.
Set out below are the brief details relating to our Upcoming Projects:
Name of Location Type of Estimated Status as on date of this DRHP
Project Development Saleable
Area (sq. ft.)
Serene Thripunithura (Kochi), Premium 10,51,46 RERA approval received.
Kerala
Lluvia Garden Thiruvananthapuram, Luxe 3,23,208 Drawings completed. In approval and
Kerala building permit received.
Application for RERA has been made.
Amora Kundanoor (Kochi), Premium 1,65,519 In approval stage (Fire, PCB &
Kerala municipal).
Fortune Kathrikadav, Kerala Luxe 1,71,391 Land acquired, drawing received from
architect and is under analysis.
Total 7,65,264
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
As of the date of this Draft Red Herring Prospectus, our project ‘Serene’ has received registration under the Real
Estate (Regulation and Development) Act, 2016 and has been launched for sale and would accordingly qualify as
an Ongoing Project. However, since the project-wise disclosures in this Draft Red Herring Prospectus are
presented as of October 31, 2025, Serene is classified as an Upcoming Projects for the purposes of such disclosures
in the Draft Red Herring Prospectus.
Below mentioned are the images of our notable Completed Projects:
231Our Competitive Strengths
We benefit from the competitive strengths set out below.
• Established track record of timely completion and sales absorption across completed and ongoing
projects
According to the ICRA Report, as of December 8, 2025, we are ranked as Kerala’s fastest-selling real
estate developer and are also one of the recognised residential real estate developer in the state of Kerala.
The ability to complete construction of projects within the stipulated timelines is one of the essential
elements of a real estate development project in India. We have demonstrated an ability to complete
residential projects in accordance with, and in several cases prior to, the estimated dates of completion
disclosed under applicable regulatory approvals. Set forth below are details of our Completed Projects,
all of which have achieved full sell-through upon completion:
Name of % of Area Date of commencement / Estimated date of Actual date of
Project Sold RERA Registration completion under completion
RERA (Occupancy
Certificate)
Exotica 100% March 10, 2020 December 31, 2022 June 21, 2022
Zinnia 100% March 10, 2020 March 30, 2022 March 22, 2022
Bliss 100% June 17, 2020 August 28, 2023 December 22, 2022
Thejus 100% April 15, 2021 March 31, 2024 May 26, 2023
Springbell 100% March 22, 2022 December 31, 2025 December 12, 2024
Our completed portfolio of 692 residential units (including 43 units allocated to landowners under JDA)
has achieved 100% sales, demonstrating full absorption of delivered inventory and market acceptance
across our project categories and micro-markets in which we operate.
Sales traction in our ongoing projects has also remained healthy, with several developments recording a
significant proportion of sales during the construction phase and prior to scheduled completion timelines.
Set forth below are details of sales absorption across our ongoing projects as of October 31, 2025:
Name of Project Location Saleable Area (sq. Area Sold (Sq. % of Area Sold as
ft.) Ft.) on October 31,
2025
Elanza Thrissur, Kerala 1,51,354 44,200 32.39%
Symphony Kozhikode, Kerala 1,21,800 65,031 53.39%
232Name of Project Location Saleable Area (sq. Area Sold (Sq. % of Area Sold as
ft.) Ft.) on October 31,
2025
Green Capitol Thiruvananthapuram, 1,51,778 1,25,735 82.84%
Kerala
Maybell Kochi, Kerala 1,48,860 1,48,860 100%
Green Heights Kochi, Kerala 2,77,907 2,71,469 97.68%
Green Fort Kochi, Kerala 61,272 61,272 100%
Queens Park Kochi, Kerala 89,639 58,263 65.00%
Casabella Kochi, Kerala 1,70,852 1,11,202 65.09%
Flora Kochi, Kerala 94,039 35,520 37.77%
Total - 12,67,501 9,21,552 -
For instance, our Ongoing Projects,Green Fort and Maybell has reached 100% sales, Green Heights has
achieved 97.68% sales, and Green Capitol has reached 82.84% as of October 31, 2025. These instances
reflect offtake across projects at different stages of execution and indicate that a significant portion of
sales occurs during construction rather than after completion. This performance is supported by early-
stage booking momentum, repeat referrals from existing customers, and brand recall arising from our
track record of delivery across Completed Projects.
Our sales trajectory from Fiscal 2023 onwards reflects consistent improvement, with a CAGR of 76.64%.
Our sales value increased from ₹10,962.03 lakh in Fiscal 2023 to ₹34,205.13 lakh in Fiscal 2025. During
the six-month period ended September 30, 2025, sales amounted to ₹18,660.11 lakh represented 54.55%
of Fiscal 2025 sales, reflecting continued market momentum and strong absorption across ongoing
projects.
The combination of our complete sell-through in Completed Projects, construction-phase sales in
Ongoing Projects and improving year-on-year sales performance supports visibility of revenue
recognition and underpin the operating profile of our residential development business.
• Integrated land source approach and balanced multi-stage development portfolio
We follow a structured and disciplined approach to land sourcing, combining outright land acquisition
with selective participation in JDAs with land owners enabling both controlled expansion and capital-
efficient growth. Land parcels for outright purchase are evaluated through multi-layered diligence, legal
title verification, zoning and regulatory review, access and infrastructure connectivity, and financial
feasibility, prior to acquisition. This approach allows us to secure development-ready land in micro-
markets with end-user demand across Kochi, Thrissur, Thiruvananthapuram, Kozhikode and adjoining
regions.
In parallel, we selectively undertake JDAs in micro-markets where the landowner contributes land and
we undertake development, construction and marketing responsibilities in exchange for an agreed
allocation of saleable area of the project. Our completed portfolio includes three such projects, namely:
(i) Petunia & Begonia, (ii) Kings Town; and (iii) Zinnia, where the landowners were allocated 19,380
sq. ft., 28,755 sq. ft. and 15,403 sq. ft., respectively, out of the total saleable area. In our ongoing portfolio,
one project, Elanza, is being executed under a JDA, with 14,907 sq. ft. allocated to the landowner from
the total saleable area of 1,51,354 sq. ft. These selective JDAs enable our participation without significant
upfront capital commitments, while maintaining development control.
The table below provides the split between Saleable Area acquired through outright purchase and JDAs
for our Completed Projects, Ongoing Projects and Upcoming Projects as of October 31, 2025
Mode of Completed Projects Ongoing Projects Upcoming Projects
Acquisition Saleable Percentage Saleable Percentage Saleable Percentage
Area (Lakh of Total Area (Lakh of Total Area (Lakh of Total
Square Saleable Square Feet) Saleable Square Feet) Saleable
Feet) Area (%) Area (%) Area (%)
Outright 7.70 69.68 11.16 88.08 7.65 100
purchase
233Mode of Completed Projects Ongoing Projects Upcoming Projects
Acquisition Saleable Percentage Saleable Percentage Saleable Percentage
Area (Lakh of Total Area (Lakh of Total Area (Lakh of Total
Square Saleable Square Feet) Saleable Square Feet) Saleable
Feet) Area (%) Area (%) Area (%)
JDAs 3.35 30.32 1.51 11.92 - -
Total 11.05 100.00 12.67 100.00 7.65 100.00
As certified by independent Architect, Binu Balakrishnan, Architects pursuant to their certificate dated December 29, 2025.
Further, our project portfolio is balanced across Completed, Ongoing and Upcoming developments,
providing continuity of operations and long-term visibility into deliveries, cash flows and future revenue
recognition. As of October 31, 2025, we have 10 Completed Projects comprising 692 units (including
units allocated to landowners under JDAs) and approximately 11,05,009 sq. ft. of saleable area, all of
which have been fully sold, demonstrating complete absorption of delivered inventory and reinforcing
our execution track record. Our 9 Ongoing projects represent approximately 12,67,501 sq. ft. of saleable
area and are progressing through foundation, structural, finishing and MEP stages of construction, with
sales traction ranging from 30% to over 95% in Ongoing projects, supporting phased collections under
K-RERA-compliant structures.
Our Upcoming Project portfolio strengthens our forward development visibility and consists of 4
identified projects aggregating 7,65,264 sq. ft. of estimated saleable area. These include Lluvia Garden
(Luxe series) in Thiruvananthapuram with 3,23,208 sq. ft., Amora (Premium) in Kundanoor (Kochi),
Kerala with 1,65,519 sq. ft., Serene (Premium) in Thripunithura, (Kochi), Kerala with 1,05,146 sq. ft.,
and Fortune (Luxe series) in Kathrikadav (Kochi), Kerala with 1,71,391 sq. ft. These projects are in
various stages of land readiness, architectural concept development, consultant onboarding and statutory
submissions, and form the next phase of our launch pipeline. Their location across different micro-
markets supports geographic diversification and future scaling of operations.
Parallel to this, as of date of this Draft Red Herring Prospectus, we maintain land reserves aggregating
7.20 acres across Kochi and Thiruvananthapuram, Kerala, which provide the foundation for our medium-
and long-term development pipeline. The combination of a fully sold completed portfolio, sales
momentum in ongoing projects, and an identified set of upcoming developments enables structured
planning of launches, resource allocation and revenue recognition cycles.
The staggered lifecycle of projects, completed, under-construction and upcoming, allows efficient
deployment of engineering personnel, sequencing of procurement, systematic mobilization of contractors
and smoother operational continuity. Our diversified presence across our micro-markets mitigates
concentration risks arising from regulatory delays, localized market shifts or project-specific construction
challenges. The ability to execute through both outright land acquisition and selective joint development
arrangements enhances flexibility in capital deployment and expands sourcing opportunities.
Taken together, our balanced and geographically distributed portfolio, supported by visible land reserves
and a structured project pipeline, enhances operational resilience, supports sustainable growth and
strengthens the scalability of our residential development platform.
• Integrated and process-driven development model covering the entire project lifecycle
We operate through an integrated and process-driven real estate development model that spans the entire
project lifecycle, beginning with land identification or development-rights acquisition and continuing
through design, approvals, construction, sales and customer handover.
Our development cycle includes activities such as feasibility assessment, legal diligence, architectural
and engineering design, preparation and submission of building-permit drawings, K-RERA registration,
contractor mobilisation, material procurement, on-site engineering supervision, staged quality
verification, milestone-linked billing, customer documentation and possession handover. Post-
completion, we provide defect-liability support for the prescribed period and assist resident associations
in the transition and management of common areas and facilities.
234This integrated approach enables us to maintain control over project planning and execution, ensure
adherence to sanctioned plans and technical specifications, and monitor progress through documented
processes, internal checks and periodic site reviews.
In addition to our internal processes, our development methodology follows a systematic, multi-step
framework that combines in-house expertise with independent consultants and contractors. This
framework is directed towards: (i) strategically sourcing land parcels or development rights in suitable
micro-markets; (ii) securing statutory and construction-related approvals in a timely manner; (iii)
developing designs that balance functionality, cost-efficiency, biophilic integration and environmental
responsiveness; (iv) achieving on-time, on-specification and on-budget construction execution while
maintaining quality, safety and compliance standards; and (v) marketing and selling projects to a diverse
customer base through structured communication, transparent K-RERA-compliant documentation and
defined customer-engagement protocols.
Through this integrated model and structured execution framework, we seek to ensure operational
predictability, consistent quality, regulatory compliance and customer satisfaction across projects.
Collectively, these systems support our ability to scale our development pipeline, manage multiple
projects concurrently and maintain execution discipline in line with our organisational growth.
• Experienced Promoters and competent management team supported by strong in-house functional
capabilities
We are led by an experienced Promoter and a professionally qualified senior management team whose
collective expertise has played a central role in our growth, operational discipline and market positioning.
Our Promoter, Kochouseph Thomas Chittilappilly, has over 48 years of diversified experience, including
more than 15 years in the real estate and amusement park industries and over 43 years of experience in
the electrical appliances sector. As the founder of V-Guard Industries Limited and Wonderla Holidays
Limited, both of which are publicly listed companies, he brings institutional knowledge in governance,
organizational development, strategic planning and long-term value creation. In his capacity as Whole-
Time Director and Vice Chairman, he continues to guide our strategic direction, oversee expansion
decisions and provide operational oversight.
He is supported by a senior leadership team with functional expertise across project execution,
engineering, marketing, finance, customer relations and legal operations. Bijoy Ambattu Bahuleyan,
Whole-Time Director – Projects & Planning, has over 30 years of experience in the civil construction
industry and oversees project planning, cost optimization, quality assurance and timely completion of
developments. His leadership strengthens our engineering systems and site-level execution processes.
Kurian Thomas, Whole-Time Director – Marketing & Administration, brings over 19 years of experience
in sales and marketing and leads our branding, customer engagement, market outreach and administrative
functions. Our broader senior management team comprises of qualified professionals who oversee
finance, project engineering, sales processes, customer support and legal operations.
Our internal capabilities are anchored by a technical workforce of 45 engineers in project-monitoring
roles. They are engaged in project planning and execution. Our project management, procurement, site
execution, designing manages day-to-day site execution, ensures compliance with approved plans and
technical specifications, and supports the simultaneous execution of multiple residential projects across
different micro-markets.
In addition, we have dedicated in-house functional teams that support the entire project lifecycle. Our
design team works closely with architects and consultants to translate conceptual plans into detailed
working drawings, ensure alignment with sanctioned approvals and incorporate biophilic and resource-
efficient features into project designs. We also maintain long-standing professional relationships with
external architects, structural consultants and MEP specialists, enabling us to access specialised design
expertise and deploy consultants efficiently based on project typology and complexity.
Our inhouse projects design also interfaces with municipal authorities, town planning departments, utility
agencies and other statutory bodies to facilitate timely submission of permit drawings, follow-up on
approvals, execution of K-RERA registrations and compliance with construction-stage regulatory
235requirements. Complementing this, our sales and marketing team manages channel partner coordination,
digital and offline marketing, customer lead management, documentation and post-booking
communication, ensuring a seamless interface between customer engagement and project execution.
Together, the experience of our Promoter, the strength of our senior management and the capabilities of
our in-house teams, supported by established relationships with external consultants, enable consistent
project delivery, compliance with regulatory frameworks, strong customer service and operational
scalability. We believe that this integrated leadership and organisational structure provides a distinct
competitive advantage as we continue to expand our development pipeline and strengthen our presence
across key micro-markets in Kerala. For further details, see “Our Promoters and Promoter Group” and
“Our Management” on page 289 and 267, respectively.
Our Strategies
Set forth below are our key business and growth strategies. The strategies described below have been approved
by way of a board resolution passed by our Board of Directors at their meeting held on December 30, 2025.
• Ensuring timely execution of ongoing and Upcoming Projects
One of our core strategic priorities is to complete all ongoing and Upcoming Projects within the planned
timelines, supported by structured project management systems, strengthened engineering capabilities
and disciplined execution practices. Our focus is on maintaining consistent construction progress across
foundation, structural, finishing and MEP stages through strict adherence to approved plans, K-RERA
compliant schedules and internal quality-control protocols. We intend to further enhance our execution
efficiency by optimizing contractor deployment, improving procurement planning, maintaining advance
inventory scheduling for critical materials and reinforcing site-level supervision through our team of
qualified engineers.
To support timely project delivery, we also aim to expand and streamline our coordination with third-
party consultants, design personnel, contractors and statutory authorities, enabling faster resolution of
design clarifications, technical queries and approval-related processes. For Upcoming Projects, we intend
to strengthen pre-construction planning, including early-stage design finalization, consultant onboarding,
and completion of statutory submissions well ahead of mobilization, thereby reducing execution
bottlenecks and ensuring readiness prior to launch.
These measures are designed to minimize construction delays, enhance customer confidence, support
milestone-linked revenue recognition and maintain consistent cash-flow visibility. The timely delivery
of projects remains central to our brand reputation and forms a key driver of repeat customer
recommendations, sales velocity and long-term growth across our target micro-markets.
• Expansion through disciplined land acquisition and phased project development .
Our growth strategy is centered on expanding our residential development footprint through a structured,
selective and feasibility-driven approach to land acquisition. We intend to strengthen our presence within
our existing micro-markets in core markets, Kochi, Thrissur, Thiruvananthapuram and Kozhikode while
strategically evaluating opportunities to expand into neighboring high-potential that demonstrate
sustained end-user demand, favourable demographic trends and long-term urban growth potential.
We intend to maintain focus on consistent and visible development pipeline by acquiring land for planned
near-term launches while also maintaining land reserves to support medium- and long-term project
rollouts aligned with our internal execution capacity. As of date of this Draft Red Herring Prospectus,
we hold 7.20 acres of land parcels. These reserves provide visibility on future launches, reduce lead-time
associated with land sourcing and enable phased deployment of capital based on construction progress
and market absorption patterns.
We also propose to acquire identified and unidentified land within the State of Kerala from a portion of
Net Proceeds. For details, see “Objects of the Issue - Acquisition of identified land parcel for
236development of residential real estate projects and Funding unidentified acquisition of land” on page
143.
By continuing to expand through carefully selected land acquisition in existing and adjoining areas, we
aim to strengthen the visibility of our development pipeline, diversify our presence across micro-markets
in Kerala, and position the Company for sustained growth across multiple residential segments. This
strategy supports continuity in our business model, enables phased capital deployment and contributes
to the predictable scaling of our operations based on disciplined assessment of customer demand and
execution capacity.
• Strengthening product positioning with strategic expansion of the Luxe portfolio
We seek to strengthen our product positioning across our residential project portfolio through consistent
application of design standards, construction specifications and planning principles. Our developments
across mid-premium, premium and ultra-premium segments will continue to be planned with defined
layouts, standardized specifications and common amenity provisions in line with market requirements.
In addition, we intend to selectively expand our presence in the Luxe series category as part of our future
project pipeline.
The Luxe series comprises residential developments positioned between the premium and ultra-luxury
segments and is designed to address demand for larger apartment configurations, enhanced privacy
features, improved ventilation and amenity integration within established urban micro-markets. Based
on our assessment of recent booking patterns and customer preferences across certain projects, we believe
this segment aligns with evolving end-user requirements in select locations.
Set out below is the brief detail relating to sales traction of recently launched project in Luxe series
segment.
Project Launch date Total Saleable Area sold as on % of area of
area (in Sq. Ft.) October 31, 2025 saleable area sold
Flora July 30, 2025 94,039 35,520 33.77
Our focus on the Luxe series is intended to complement our existing portfolio and does not replace our
continued development of premium and ultra-premium projects. By maintaining participation across
multiple residential segments, we aim to address demand across different customer profiles and price
points while managing project-level risk and portfolio diversification. This approach also allows us to
plan launches across segments based on location characteristics, demand visibility and internal execution
capacity.
Through a calibrated expansion of the Luxe series, together with continued development in other
segments, we intend to maintain a balanced product mix that supports project planning flexibility, orderly
capital deployment and continuity of operations across our residential development portfolio
• Deepening market presence through structured brand-building, multi-channel outreach and
customer-centric sales initiatives
We intend to deepen our market presence through a structured, multi-channel brand-building and
customer-engagement strategy aimed at sustaining sales momentum, improving conversion efficiency
and strengthening customer trust. As digital platforms increasingly influence homebuyer behaviour, we
plan to enhance our online presence through targeted digital marketing campaigns, search-optimised
project pages, virtual project walkthroughs and data-driven analytics to improve lead quality and
conversion. In parallel, we aim to expand and institutionalise our channel-partner ecosystem across
Kerala and neighbouring states by broadening our broker network and introducing systematic partner
trainings, project familiarisation programmes and structured incentive frameworks to improve market
penetration.
237Our customer-engagement initiatives will focus on further reinforcing the entire sales lifecycle, from
lead generation to post-handover service, through strengthened CRM systems, milestone-linked
communication, documentation support and dedicated customer-service channels. To reinforce our
differentiated positioning, we intend to highlight the distinct attributes of our premium, luxe and ultra-
premium offerings, including biophilic design elements, enhanced amenity specifications, privacy-
oriented layouts and consistent quality standards. These efforts are expected to drive faster absorption
during construction stages, improve referral-driven bookings and strengthen long-term brand recall.
Collectively, this integrated marketing and sales approach is designed to support predictable sales cycles,
enhance cash-flow visibility, expand our presence across competitive micro-markets and build sustained
customer confidence in our residential development platform.
• Expanding our digital footprint to widen our market reach
We intend to significantly strengthen our digital presence as part of our broader customer-acquisition
and brand-building strategy. Digital channels are increasingly shaping homebuyer research and purchase
behaviour, particularly among younger, tech-savvy customer segments. To capture this demand, we plan
to deepen our digital outreach through targeted marketing campaigns aimed at high-intent audiences
across search, social media and real-estate discovery platforms. We also seek to enhance our digital
project experience through virtual site tours, 3D walkthroughs, drone-based progress updates and
dedicated project microsites that provide customers with comprehensive information on layouts,
amenities, pricing and construction status, enabling informed decision-making without the need for
frequent physical site visits.
Further, we intend to deploy advanced analytics tools to track customer behaviour, understand
preferences, monitor campaign effectiveness and refine lead-generation strategies. Search-engine
optimisation, paid digital advertising and social-media engagement are expected to strengthen top-of-
funnel visibility and generate higher-quality leads. Integration of digital analytics with our CRM systems
will support personalised engagement, faster lead qualification and improved conversion efficiency.
Together, these digital initiatives are expected to widen our market reach, strengthen engagement with
digitally active homebuyers and contribute to a more predictable and efficient sales pipeline across our
projects.
• Expanding the use of IT-driven processes across the development and customer lifecycle
We are progressively enhancing our internal digital capabilities to support operational efficiency, data-
driven decision-making and scalable business processes. The Company presently uses a suite of
technology applications across key functions, including:
In4 Suite – enterprise resource planning (ERP) for internal operational processes;
• Salesforce – customer relationship management and post-sales service tracking;
• Zoho People – HR and payroll administration;
• AutoCAD – for preparation and review of project drawings; and
• Microsoft Office 365 – for organization-wide productivity and communication.
As part of our forward-looking digital transformation roadmap, we are in the process of adopting
additional technology to streamline processes, strengthen internal controls, and support operational
scalability in line with our expanding development pipeline. To drive this transformation, we have
constituted a cross-functional digital transformation team and initiated an organization-wide program
titled “Veega-NOVA”.
Under the Veega-NOVA program, one of the major initiatives underway is the proposed migration of
our ERP system to Oracle NetSuite, aimed at enabling integrated process workflows, centralized data
visibility and improved automation across functions. Further, the program includes the development of
live dashboards for real-time reporting, analytics and decision-making by senior management.
238Our broader intent is to continue strengthening our digital systems in a phased manner, including
customer-facing interfaces and mobile applications, vendor coordination tools, internal monitoring
frameworks and data-driven management systems. These initiatives are expected to enhance operational
discipline, support timely project execution, improve customer experience and prepare the organization
for future scale and complexity.
Key Business Process
Our business model is structured around an integrated development lifecycle that spans multiple
technical, legal and regulatory interfaces. The complexity and duration of residential real estate
development require a coordinated approach across land acquisition, regulatory compliance, technical
design, construction execution and customer-interface processes. To ensure consistency we have adopted
a committee-based operational structure that aligns decisions with defined due-diligence parameters and
financial considerations.
Set out below is our key business process for project development;
• Land identification and evaluation
Land identification is the starting point of our development lifecycle. Our process begins with a
continuous assessment of emerging micro-markets based on factors such as urbanization patterns,
infrastructure improvements, transportation connectivity, availability of social amenities, historical
absorption trends and regulatory clarity. Our management teams identify potential land parcels through
site visits, satellite imagery, enquiries with landowners, interactions with brokers, review of government
notifications and incoming proposals received at the Registered Office.
Once a land parcel is shortlisted, our project management, site execution, designing team, marketing and
finance teams jointly assess its development suitability. This assessment includes analysis of topography,
access roads, slope and natural drainage patterns, proximity to utilities such as water and electricity, road
infrastructure in the region, required regulatory approvals in the region and review of local development
plans. The land is assessed not only for buildable area but also for likely feasibility of biophilic features,
landscaping layouts, podium levels, ingress and egress requirements, and tower positioning. Multiple
visits are undertaken to verify the physical condition of the land and local living patterns to assess
customer appeal and market alignment.
• Management committee and executive committee review
239The first level of structured review is conducted by the management committee, which prepares an
internal note addressing land size, shape, physical constraints, regulatory prescriptions, potential saleable
area, expected construction typology and preliminary financial viability. This note is then reviewed by
the executive committee, which comprises the senior management. The executive committee provides
guidance on whether the land should be pursued for outright purchase, joint development or long-term
engagement.
The decision to proceed is based on a consolidated view of zoning classification, proximity to
infrastructure, soil characteristics, environmental considerations, financial projections, profitability,
marketability, competitive landscape and alignment with our long-term portfolio strategy.
• Legal due diligence and title verification
Once a land parcel clears the preliminary technical and commercial evaluation, we undertake a structured
and comprehensive legal due diligence process, which is designed to ensure that we acquire or develop
only those properties where ownership, usage rights and regulatory permissibility are clear and
unambiguous. This process begins with the appointment of external legal counsel and verification
through our in-house legal team.
The legal due diligence process includes verification of the chain of title for a minimum of 30 years or
such longer period as may be necessary, particularly in cases where the title extends beyond 30 years.
Copies of title deeds, prior deeds, revenue records such as Thandaper details, tax receipts, possession
certificates, location sketches, survey and resurvey documents including extract of field measurement
book, settlement register extracts, non-encumbrance certificates, land classification details including data
bank extracts in cases involving wetland or paddy land, orders relating to court attachments and
subsequent lifting orders, and all other supporting documents necessary to establish a clear, valid, and
marketable title to the property are verified. Encumbrance certificates are obtained for each relevant
survey number for the entire 30-year lookback period or from the date of title deed whichever is earlier
to confirm the absence of registered encumbrances, mortgages, court attachments or list pendens.
Verification of municipal and revenue records, including property tax receipts, field measurement book
extracts, patta records, possession certificates and location sketches issued by the village office is
performed to establish actual possession; land use history and the boundaries of the parcel as recorded
with the revenue authorities. We also obtain extracts of basic tax register from concerned village office,
extracts of data bank from Agriculture office to ascertain whether the land is classified as paddy land or
wetland, whether valid conversion (RDO order) exists under Kerala Conservation of Paddy Land and
Wetland Act, 2008 and its amendments from time to time.
Furthermore, regulatory constraints are assessed, including restrictions relating to Coastal Regulation
Zone (“CRZ”), airport and defence-notified areas, railway safety zones, heritage or archaeological
restrictions, and environmental clearances where applicable. We also assess litigation history by
obtaining certified copies of any pending suits or proceedings involving the landowners. Only after all
legal requirements are satisfactorily verified does the Company proceed to execute an agreement for sale,
sale deed or joint development agreement, as applicable.
The legal scrutiny supports the Company to obtain project approvals from all leading banks in the
Country for retail home loans for our Customers. This is a significant factor that contributes to our strong
sales and collection therefrom with limited credit risk.
• Design development and engineering planning
The Company adopts a multi-stage design development approach that integrates architectural planning,
structural engineering, MEP design and landscape planning. At the conceptual stage, architects prepare
zoning layouts, tower placement options, typical floor configurations and stacking plans. These are
evaluated for constructability, ventilation, daylight access, privacy between units, vehicular circulation,
podium-level arrangements and feasibility of incorporating biophilic features.
240Once the concept is finalized, the project enters the schematic design phase, during which detailed
architectural drawings are prepared. Structural consultants design the foundation and structural
framework, taking into account geotechnical investigation reports, soil bearing capacity and wind load,
seismic considerations and other engineering parameters. MEP consultants prepare electrical layouts,
plumbing and drainage lines, fire-fighting network layouts, ventilation systems, pump room details and
STP design.
Landscape architects design green areas, podium decks, softscape elements and hardscape structures,
while identifying opportunities to integrate natural features such as native planting, tree shading, water
retention areas and community garden spaces. Biophilic elements are incorporated at this stage through
balcony design, planter integration, façade shading systems, designated green walls, rooftop gardens and
natural-material finishes.
The detailed design stage involves preparation of construction drawings, consultant sign-offs, fire-safety
compliance drawings, electrical drawings, plumbing line layouts and structural stability certificates
required for approval submissions. This stage also includes preparation of tender drawings, bill of
quantities and technical specifications that contractor bids are based on.
• Approvals, regulatory compliance and RERA processes
Following acquisition or securing development rights, the Company initiates the process of obtaining
approvals and permissions required under applicable laws and building codes. Each project requires a
combination of municipal approvals, regulatory NOCs and environment-or safety-related clearances. The
specific approvals vary depending on land location, project height, water and sewage arrangements, fire-
safety requirements, traffic impact and environmental considerations.
The approval process generally begins with preparation of the master plan, layout plans and detailed
building plans by the architect, which are then submitted to the municipal or local self-government
authority for issuance of a building permit. This submission includes architectural drawings, structural
drawings, ownership documents, location sketches, tax receipts and other supporting certificates.
Depending on project parameters (such as height exceeding certain thresholds, number of units, total
height of building or total built up area), the Company may be required to obtain approvals or NOCs
from the Fire and Rescue Services Department, Airport Authority of India, Pollution Control Board.
After obtaining the building permit, the Company registers the project under K-RERA, which is a
prerequisite for advertising, marketing, selling or accepting bookings. K-RERA registration requires
submission of sanctioned plans, title documents, encumbrance certificates, estimated cost and timelines,
details of architect and structural engineer, and declaration by the promoter regarding project completion
obligations. The Company strictly adheres to K-RERA regulatory requirements regarding maintenance
of designated project bank accounts, utilization of funds, regular quarterly updates, and provision of
required disclosures.
Upon completion of construction, the Company applies for an occupancy certificate (“OC”), which is
granted after inspection of the project by the competent authority to verify compliance with approved
plans, fire-safety installations, sanitation systems, electrical systems and structural safety. Only after
receipt of the OC does the Company proceed with issuing possession to customers.
• Tendering and contractor selection
The tendering process is conducted in multiple stages and begins with identification of work packages
such as civil works, structural works, block work, plastering, plumbing, electrical, tiling, waterproofing,
painting, external development and landscaping. Contractors are shortlisted from an internal empanelled
list or through external invitations for tender participation.
Each contractor is evaluated on several parameters including technical capacity, experience with similar
projects, availability of skilled labour, financial stability, safety practices, previous performance with the
Company (where applicable), and ability to mobilize resources within required timeframes. Contractors
241are required to submit detailed proposals including technical approach, work methodology, manpower
deployment plan, equipment list and cost breakdown.
The selection process typically includes pre-bid meetings, technical evaluation, site capability
assessment and negotiation of commercial terms. Contract awards are finalized based on a combination
of technical suitability, execution capability and pricing. A formal work order is issued outlining scope
of work, timelines, payment terms, safety obligations, quality requirements and penalties for delays or
deviations after a multi-step review and approval mechanism for internal control.
• Procurement of materials and supplier management
The Company follows a centrally co-ordinated procurement system for critical materials including steel,
cement, blocks, tiles, sanitary ware, electrical fittings, waterproofing chemicals, fire-fighting equipment
and other specialized materials. This centrally co-ordinated procurement enables uniformity of quality,
economies of scale and better control over delivery schedules.
Suppliers are selected based on product certifications, compliance with Indian Standards (IS) codes,
manufacturing capacity, supply reliability and after-sales support. Several materials are tested
periodically at external laboratories or through on-site sampling to ensure conformity with specifications.
Procurement schedules are coordinated closely with project execution timelines to avoid delays and
ensure continuous availability of materials at site.
• Construction execution and site management
Construction execution is managed by our project management, procurement, site execution and
designing team, through site engineers, project managers and quality supervisors. Execution begins with
site mobilization, erection of temporary site offices, provision of utilities, site clearance, excavation and
setting out works. Soil testing and geotechnical validation are undertaken, followed by foundation works,
structural works, slab casting, block work, plastering, painting, interior finishing, waterproofing and
installation of mechanical and electrical systems.
Each stage of construction is conducted according to a detailed project schedule and monitored against
milestones. Daily progress reports, fortnightly project reviews and quality inspections are conducted by
internal teams. The Company also conducts joint inspections involving contractors and consultants to
check compliance with approved drawings and specifications.
Safety protocols are implemented across the site, including mandatory use of protective equipment,
supervision of work at height, training sessions for labourers, and periodic safety audits.
• Quality assurance and control systems
Quality assurance is a continuous process integrated across construction stages. At each stage, checklists
are followed to verify dimensions, alignment, reinforcement detailing, concrete quality, curing, block-
level accuracy and finishing consistency. Our Site engineers conduct stage-wise inspections and prepare
snag lists which contractors are required to address within defined timelines.
Materials undergo quality checks including testing of cement, steel, concrete cubes, waterproofing layers,
tile adhesion, plumbing pressure tests, fire-safety systems checks and electrical load tests. Completed
units are inspected prior to handover and defects, if any, are rectified under supervision of the customer
relations team.
• After-sales support and customer relations
After completion of each project, handover of units is conducted through a structured process that
includes issuance of possession letters, execution of handover documents, demonstration of apartment
utilities and collection of final instalments. The Company is in the process of further improving customer
experience through a customer relations platform called as ‘V-Care’, to records post-possession
242complaints, schedules rectification works and coordinates with residents’ associations on matters
concerning common areas.
Post-possession support includes attending to defects during the prescribed defect liability period,
providing clarifications on warranties, supporting residents with documentation related to utilities and
statutory records, and coordinating with facility management companies engaged by resident
associations.
Our Suppliers
We procure construction materials, equipment and services required for our residential development projects from
a network of suppliers, vendors and contractors. Our key procurement categories include cement, steel, ready-mix
concrete, aggregates, bricks and blocks, electrical and plumbing materials, tiles, fittings, elevators, firefighting
systems, mechanical, electrical and plumbing components, and other construction inputs. We also engage
specialized contractors and service providers for civil works, MEP installations, facade works, landscaping,
interior finishing, project supervision and quality testing.
Supplier selection is undertaken on a project-specific basis, having regard to factors such as product specifications,
quality standards, pricing, delivery capability, past performance and compliance with applicable statutory and
safety requirements. We do not generally enter into long-term supply agreements with our material suppliers and
typically procure materials based on purchase orders issued in line with project schedules and construction
progress. This procurement approach enables flexibility in sourcing, competitive pricing and alignment of material
deliveries with project execution timelines.
Payments to suppliers are made in accordance with agreed commercial terms, and procurement activities are
monitored by our project, management, procurement, site execution and finance teams to ensure adherence to
budgets, specifications and quality requirement
(₹ in lakh, unless stated otherwise)
Period Expenses incurred towards suppliers % of total expense
For the six month period 5,359.60 48.96%
September 30, 2025
Fiscal 2025 10,265.65 61.12%
Fiscal 2024 6,791.65 65.69%
Fiscal 2023 6,792.06 74.95%
The % of contribution of our Company’s top 1, top 3, top 5 and top 10 suppliers vis-à-vis our % of Construction
materials, labour and direct expense on Restated Financial Information respectively as for the period ended
September 30, 2025 and for the Fiscals 2025, 2024 and 2023 is as follows:
(₹ in lakh, unless otherwise stated)
Particulars Six month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Amount % Amount % Amount % Amount %
Top 1 1,344.17 25.08 2,332.96 22.73 1,019.29 15.01 857.50 12.63
Top 3 2,437.19 45.47 4,578.71 44.60 2,535.73 37.34 1,841.55 27.11
Top 5 3,072.33 57.32 5,885.72 57.33 3,610.59 53.16 2,085.60 30.71
Top 10 4,008.84 74.80 7,243.71 70.56 4,457.17 65.63 2,473.85 36.42
Marketing and Sales
Our marketing and sales framework is designed to identify and engage multiple categories of homebuyers,
including end-users, NRIs, salaried individuals, business owners, retirees and long-term investors. Marketing
communication emphasizes design, regulatory compliance, location quality, construction progress and delivery
track record. Our marketing operations combine digital outreach, physical site interactions and relationship-based
channels.
243Digital platforms, such as our website, online advertising channels, property portals, search-engine listings and
social media accounts, are used to generate leads from customers within Kerala, across India and in NRI hubs
such as the Gulf region. These leads are systematically recorded, categorized and assigned to sales personnel using
internal CRM systems. Performance metrics including conversion ratios, response timelines and follow-up
behaviour are monitored to optimize digital expenditure.
Further, physical site offices are used for customer walk-ins, project presentations and sample unit visits. These
interactions include explanation of project specifications, demonstration of biophilic and engineering features,
and presentation of K-RERA-mandated documents such as sanctioned plans and quarterly updates. Site visits
serve as high-impact interactions that substantially influence purchase decisions.
We also endeavor to maintain relationships with property brokers and channel partners who generate a significant
portion of enquiries from both domestic buyers and the NRI segment. Participation in property fairs, real-estate
expos, NRI meets and roadshows enables the Company to access customer groups not reached through digital
channels.
Customer acquisition data is also used to identify location preferences, budget brackets, configuration
requirements and purchase motivations. We differentiate our messaging for families, senior buyers, NRI investors
and younger customers seeking their first home. These behavioral insights inform product positioning, floor-plan
refinement, amenity planning and pricing strategy.
Set out below are the expenses incurred regarding marketing and sales during the reporting period;
Period Cost incurred toward marketing % of Revenue from operations
and sales (₹ in lakhs)
For the six month period 843.32 6.79%
September 30, 2025
Fiscal 2025 1,331.20 6.92%
Fiscal 2024 881.47 7.96%
Fiscal 2023 378.24 3.47%
Pricing
Our pricing strategy is determined through an evaluation of multiple quantitative and qualitative factors, including
market absorption patterns, stage of the project, competitor pricing, product differentiation, locational
characteristics, and customer profile for each micro-market. Pricing is finalized only after the receipt of the
building permit and K-RERA registration, enabling best estimation of costs, transparent disclosure of project
details and regulatory compliance to customers.
Pricing is structured around configuration-level differentials such as floor premium, view premium, unit
orientation, proximity to common areas, and parking allocation. Within each project, we evaluate historical
customer preferences to identify units with higher demand likelihood and balances price sensitivity with sales
velocity considerations. The pricing framework also incorporates escalation factors associated with construction
costs, labour availability and raw material price trends.
Sales Velocity
Sales velocity is strongly influenced by the stage of construction. During early phases of project execution,
bookings are often driven by customers seeking longer possession timelines, predictable payment structures and
early-buyer pricing benefits. As construction progresses and physical visibility of the project improves, sales
velocity typically increases due to enhanced customer confidence and reduced perceived risk. The Company
monitors month-on-month enquiry levels, conversion trends, cancellation patterns and booking concentration
across unit types to adjust marketing expenditure and channel engagement.
K-RERA Regulations prescribe certain restrictions on the utilization of amounts collected from purchasers. It
requires us to deposit at least 70% of such amounts in a designated escrow account to be utilized only for land
and construction costs of the relevant project, in proportion to the percentage of completion of such project.
244Accordingly, we structure our pricing, collection schedules and cash flow planning to ensure that project-level
collections are aligned with construction progress and statutory withdrawal conditions.
Competition
The residential real estate market in Kerala is characterized by the presence of a mix of organized developers,
regional construction entities and individual landowners executing small-scale developments. Competition varies
across micro-markets depending on land availability, infrastructure development and regulatory clarity. In larger
urban centers such as Kochi and Thiruvananthapuram, competition includes reputed private developers and local
firms with established customer bases. Prominent listed developers include competitors such as Puravankara
Limited and Shriram Properties Limited and unlisted developers include competitors such as Skyline Foundations
and Structures Private Limited Asset Homes Private Limited.
Competition also manifests in terms of amenity packages, design layouts, price ranges, community planning and
post-possession service frameworks. Our approach emphasizes consistency of execution across projects, clarity
of regulatory approvals, transparent communication and defined post-handover processes. These aspects
collectively support our competitive standing in the Kerala residential market.
Information Technology
Our operations are supported by a structured information technology (“IT”) framework that facilitates
coordination across marketing, sales, customer management, project execution, finance and inter-departmental
functions. The Company presently uses a suite of technology applications across key operational areas, including:
In4 Suite – for enterprise resource planning (ERP) and core internal process management;
• In4 Suite – for enterprise resource planning (ERP) and core internal process management;
• Salesforce – for customer relationship management, post-sales services, and tracking lead-to-conversion
pipelines;
• Zoho People – for HR administration, employee information management and payroll processing;
• AutoCAD – for preparation, review and modification of architectural, structural and MEP drawings; and
• Microsoft Office 365 – for organisation-wide communication, documentation and file management.
Intellectual Property
As on the date of this Draft Red Herring Prospectus, our Company uses following registered trademark :
Date of Issue Particulars of the Mark Trade Mark No. Class of
Registration
January 2, 2018 3545431 36
January 2, 2018 3545432 37
Pending Intellectual property related approvals Application
As on the date of this Draft Red Herring Prospectus, our Company has applied for the registration of the following
Trademarks under the Trademarks Act, 1999.
Date of Particulars of the Mark Application Number Class of Status
Application Registration
May 9, 2017 3545433 42 Opposed
July 2, 2024 6507268 36 Formalities
chk pass
245Date of Particulars of the Mark Application Number Class of Status
Application Registration
July 2, 2024 6507269 37 Formalities
chk pass
July 2, 2024 6507270 36 Formalities
chk pass
July 2, 2024 6507271 37 Formalities
chk pass
July 2, 2024 6507272 42 Formalities
chk pass
July 2, 2024 6507273 42 Formalities
chk pass
For details of other trademarks registered in the name of the Company, see “Government and Other Statutory
Approval – Trademark ” on page 431. For risk associated with our intellectual property please see, “Risk Factors
– We rely on certain registered and pending trademarks for our brand identity, and any inability to protect,
maintain or enforce our intellectual property rights could adversely affect our business, reputation and results
of operations” on page 73
Insurance
We maintain insurance coverage for construction activities, project sites, labour, materials in transit, office
premises and equipment. Contractors are required to maintain workmen’s compensation policies, contractor’s all-
risk insurance and third-party liability coverage. These insurance arrangements are aligned with statutory
requirements and mitigate financial risks associated with construction, site operations and post-handover
obligations.
The table below provides an overview of our insurance coverage for net value of assets as at September 30, 2025:
Particulars As at September 30, 2025
Net value of assets* (in ₹ lakhs) 40,042.71
Insurance coverage (in ₹ lakhs) 55,673.12
Percentage of insurance coverage to net value of assets 139.03%
We believe that our insurance coverage is in accordance with industry custom, including the terms of and the
coverage provided by such insurances. Our policies are subject to standard limitations. Therefore, insurance might
not necessarily cover all losses incurred by us and we cannot provide any assurance that we will not incur losses
or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. For further details,
please see section titled “Risk Factors” on page 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 74.
Human Resources
Our Company believes that the development of employees is the prime responsibility of an organization and its
employees are key contributors to its business success.
As of October 31, 2025, we employed 100 full-time employees in the following departments:
Department Number of full-time employees
Projects Management 6
246Department Number of full-time employees
Site Execution 39
Procurement 3
Designing & Execution 6
Sales and Marketing 15
Finance and Accounts 12
Admin and HR 7
Customer Relations 5
Legal 3
Information Technology 2
Secretarial 2
Total 100
As on the date, our Company has not engaged any Contract Labour.
The following table sets forth our attrition rate for Fiscal 2025, 2024 and 2023:
Particulars For the six-month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September 30, 2025
Attrition Rate(%) 3.51% 4.41% 7.87% 3.31%
As certified by our Statutory Auditors pursuant to their certificate dated December 30, 2025.
Also, see “Risk Factor - Our business is dependent on the experience and continued involvement of our
Promoter, Directors, Key Managerial Personnel and Senior Management, and our inability to attract and
retain skilled personnel could adversely affect our business, results of operations and financial condition” on
page 56
Health, Safety and Environment
We are committed to providing a safe and healthy working environment to our employees. We have a
comprehensive onboarding process for newly hired employees to ensure that they acquire the requisite skills. We
conduct programs on safety protocols in the workplace, quality processes and skill development. In addition, we
implement employee safety audits and employee safety meetings, as well as conduct emergency mock drills in
our project sites.
Corporate Social Responsibility
Our Company has constituted a CSR committee of our Board of Directors and have adopted and also formulated
a CSR policy. As a part of the CSR initiatives, our Company has undertaken several projects including promotion
of education, rural development projects, and preventive healthcare. As per our Restated Financial Information,
our CSR expenditure for the six-Month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023 was
₹ 15.50 lakh, ₹ 30.49 lakh, ₹ 19.50 lakhs and ₹ 3.60 lakh respectively.
Properties
Our Registered Office is located at XXXV/564, 4th Floor, K C F Tower, Bharat Matha College Road, Kakkanadu,
Thrikkakara, Ernakulam – 682 021, Kerala, India, and the same is owned by us.
247KEY REGULATIONS AND POLICIES IN INDIA
The following is an indicative summary of certain relevant industry specific laws, regulations and policies in India
which are applicable to our business and operations. The information available in this section has been obtained
from publications available in public domain. The description of laws and regulations set out below may not be
exhaustive and is only intended to provide general information to the investors and are neither designed nor
intended to substitute for professional legal advice. The statements below are based on the current provisions of
the Indian law, which are subject to amendments or modification by subsequent legislative actions, regulatory,
administrative, quasi-judicial, or judicial decisions. Also see “Risk Factors – Changing laws, rules and
regulations and legal uncertainties, adverse application or interpretation of corporate and tax laws, may
adversely affect our business, prospects and results of operations” on page 81.
Under the provisions of various Central Government and State Government statutes and legislations, we are
required to obtain and regularly renew certain licenses or registrations and to seek statutory permissions to
conduct our business and operations. For details of such licenses and registration required to be obtained by our
Company, see “Government and Other Approvals” page 429.
A. Industry Related Laws
CENTRAL LEGISLATIONS
Real Estate (Regulation and Development) Act, 2016 (“RERA”) and the rules thereunder
RERA mandates that promoter of any real estate project and for which completion certificate has not
been issued can only market and sell the project if it is registered with the Real Estate Regulatory
Authority (“Authority”) established under RERA. It also mandates the functions and duties of the
promoter, including that the promoter must park 70% of all project receivables into a separate account.
Drawdown from such account is permitted for land and construction costs only, in proportion to the
percentage of project completion (as certified by an architect, an engineer and a chartered accountant).
Further, a promoter can accept only up to 10% of the apartment cost prior to entering into a written
agreement for sale with any allottee. Further, the promoter is prohibited from creating any charge or
encumbrance on any apartment after executing an agreement for the same. Further, the promoter shall
not transfer or assign his majority rights and liabilities in respect of a real estate project to a third party
without obtaining permission for two-third of the allottees and prior written approval of the Authority.
RERA also ensures that the project shall be developed and completed by the promoter in accordance
with the sanctioned plans, layout plans and specifications as approved by the competent authorities and
subsequent to the disclosure of the plan to the allottee who agree to take one or more of the said
apartment, plot or building, the promoter shall not make any addition or alteration in the sanctioned plans,
layout plans and specifications and the nature of fixtures, fittings, amenities or common areas of the
apartment, plot or building without previous consent of that allottee. Further, the promoter may make
minor changes or alterations as may be necessary due to architectural and structural reasons duly
recommended and verified by an authorised architect or engineer after proper declaration and intimation
to the allottee.
Non-registration of a real estate project as per RERA would result in penalties up to 10% of the estimated
cost of the project as determined by the Authority. Contravention of any other provision of RERA or
order issued by the Authority may result in penalties up to 5% of estimated cost of the project or
imprisonment up to three years or both. Further, the promoter’s contravention or failure to comply with
any order of the Appellate Tribunal formed under the RERA will result in imprisonment for a term
extending to three years or with a fine further up to 10% of the estimated cost of the real estate project,
or both.
Additionally, if the promoter fails to give possession of the apartment, plot or building in accordance
with the terms of agreement for sale, or due to discontinuance of business or suspension or revocation of
registration under RERA, promoter must return the amount received from the allottee, along with interest
as provided under the RERA. Any delay in handing over possession would also require the promoter to
pay interest for every month of delay. Further, we as promoter are required to comply with the rules and
regulations issued under RERA by the respective state governments as per the location of the real estate
248project.
The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and
Resettlement Act, 2013 (“Land Acquisition Act, 2013”) and the rules framed thereunder
The Land Acquisition Act, 2013 act provides for the procedure to be undertaken when the government
seeks to acquire land in any area for a public purpose, including carrying out a social assessment study
to determine, inter alia, whether the acquisition would serve a public purpose. It also provides for
compensation to be provided in lieu of the land acquired. The compensation is determined by taking into
consideration the market value of the land, damage sustained by interested persons, and consequence of
the acquisition on the person.
We are also required to comply with the rules and regulations issued under Right to Fair Compensation
and Transparency in Land Acquisition, Rehabilitation and Resettlement (Amendment) Second
Ordinance, 2015.
Registration Act, 1908 (“Registration Act”)
The Registration Act requires the registration of documents, including compulsory registration of
documents relating to the immovable property. A document must be registered within four months from
the date of is execution and must be registered with the office of sub-registrar, within whose sub-district
the whole or some portion of the immovable property is situated. A document will not affect the
immovable property comprised in it, nor be treated as evidence of any transaction affecting such
immovable property (except as evidence of a contract in a suit for specific performance or as evidence
of part performance under the TP Act or as collateral), unless it has been registered.
Indian Stamp Act, 1899 (“Stamp Act”)
The Stamp Act requires stamp duty to be paid on all instruments specified in Scheduled I of the Stamp
Act. The applicable rates for stamp duty on instruments chargeable with duty vary from state to state.
Instruments chargeable to duty under the Stamp Act, which are not duly stamped, cannot be admitted in
court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of
any instrument/s which appears not sufficiently stamped and payment of a penalty on the deficit portion.
Further, certain states such as Kerala, Maharashtra, Gujarat, Rajasthan have also enacted state-specific
stamp acts.
Indian Easements Act, 1882 (“Easement Act”)
The Easement Act codifies easements in India, including the nature of easements as continuous or
discontinuous and apparent or non-apparent. An easement is a right which the owner or occupier of land
possesses for the beneficial enjoyment of that land, and which permits him to do or to prevent something
from being done, in or upon, other land not his own. Under the Easements Act, a license is defined as a
right to use property without any interest in favour of the licensee and right shall not amount to an
easmentary right or creation of interest in the property. The period and incident may be revoked and
grounds for the same may be provided in the license agreement entered in between the licensee and the
licensor.
National Building Code of India, 2016 (the “Code”)
The Code a comprehensive building code, is a national instrument providing guidelines for regulating
the building construction activities across the country. It serves as a model code for adoption by all
agencies involved in building construction works, including the public works departments, other
government construction departments, local bodies or private companies in the field of construction. The
Code mainly contains administrative regulations, development control rules and general building
requirements; fire safety requirements; stipulations regarding materials, structural design and
construction (including safety) and building and plumbing services.
249The Transfer of Property Act, 1882
The Transfer of Property Act, 1882 (TP Act) establishes the general principles relating to transfer
of immovable property in India. It deals with the various methods in which transfer of immovable
property including transfer of any interest in relation to that property takes place. The TP Act stipulates
the general principles relating to the transfer of property including, among other things, identifying the
categories of property that are capable of being transferred, the persons competent to transfer property,
the validity of restrictions and conditions imposed on the transfer and the creation of contingent and
vested interest in the property. The TP Act also provides for the rights and liabilities of the buyer and
seller, and the lessor and lessee in a transaction of sale or lease of land, as the case may be. The TP Act
also covers provisions with respect to mortgage of immovable property
STATE LEGISLATIONS
Kerala Real Estate (Regulation and Development) Rules, 2018
These Rules, formulated under the Real Estate (Regulation and Development) Act, 2016 (“RERA”),
establish the procedural framework for the implementation of RERA in Kerala. They comprehensively
govern the registration of real estate projects and real estate agents with the Kerala Real Estate Regulatory
Authority (“K-RERA”). They prescribe detailed disclosures to be made by promoters, including title
and encumbrance details, sanctioned plans, project timelines and financial information, and require
deposit of a 70% portion of project receivables in a separate account to be used only for construction and
land costs. The rules also provide for ongoing project reporting, extension and revocation of registration,
and enforcement actions such as penalties for delay, misstatements or non-compliance. Our real estate
projects in Kerala are required to be developed, marketed and sold in compliance with these rules, to
ensure transparency and protection of the interests of allottees.
Kerala Real Estate Regulatory Authority (General) Regulations, 2020
These Regulations stipulate the internal procedures and conduct of business for K-RERA. They outline
the process for filing complaints, conducting inquiries and investigations, and holding hearings before
the Authority and the Adjudicating Officer. Furthermore, they specify the mechanisms for the
enforcement of orders, directions, and penalties issued by K-RERA. These regulations directly govern a
promoter's interactions with the regulatory authority, dictating the procedural aspects of compliance,
dispute resolution, and responses to any regulatory notices or complaints.
Registration Rules (Kerala), 1958
These state-level rules, framed under the Registration Act, 1908, detail the specific procedures for the
registration of documents within Kerala. They prescribe the operational guidelines for Sub-Registrar
offices, including the duties of registering officers, the format and presentation of documents, verification
of parties, and the assessment and collection of registration fees. Meticulous compliance with these
procedural rules is essential for any entity to ensure the smooth, timely, and legally effective registration
of property-related documents.
The Kerala Stamp Act, 1959
This state legislation consolidates the law relating to stamp duty in Kerala. It specifies the various
instruments, such as conveyance deeds, agreements, and mortgage deeds, that are chargeable with stamp
duty and prescribes the applicable rates. Stamp duty is a form of tax that renders an instrument legally
valid and admissible as evidence in court. For real estate businesses, stamp duty represents a significant
component of transaction costs for both land acquisition and property sales, and compliance is mandatory
for the legal enforceability of contracts and title deeds.
The Kerala Stamp Rules, 1960
These Rules provide the procedural and operational framework for the implementation of The Kerala
Stamp Act, 1959. They govern practical aspects such as the types and usage of stamps, the process for
250adjudication of stamp duty in case of ambiguity, the imposition of penalties for deficient stamping, and
the procedure for seeking refunds. Adherence to these Rules is crucial for ensuring that all legal and
commercial instruments are properly stamped, thereby avoiding legal challenges and penalties.
The Kerala Stamp (Fixation of Fair Value of Land) Rules, 1995
These Rules establish a transparent mechanism for the state government to determine and publish the
'fair value' of land across Kerala, which serves as the minimum value for the purpose of calculating stamp
duty. This fair value is based on criteria such as location, classification, and market conditions.
Registering authorities are empowered to refuse registration of any instrument where the consideration
set forth is less than the notified fair value. These Rules directly impact financial planning for land
acquisitions in the real estate sector, as stamp duty liability is calculated on the higher of the transaction
consideration or the notified fair value.
Kerala Shops and Commercial Establishments Act, 1960
This state labour legislation regulates the conditions of employment and work in non-factory settings,
including shops and commercial establishments. The Act governs critical aspects such as mandatory
registration of establishments, working hours, overtime pay, annual and sick leave entitlements, and
health and safety standards for employees. This Act applies to the administrative, sales, and corporate
offices of real estate businesses, and their HR and administrative policies must remain fully compliant to
ensure legal adherence and protect the welfare of their non-construction staff.
The Kerala Municipality Act, 1994
This Act provides the legal framework for the administration and functioning of municipal bodies in the
urban areas of Kerala. It grants municipal corporations and councils extensive powers over urban
planning, regulation of building construction, provision of public amenities like water and sanitation, and
the authority to levy property taxes and various other fees. Real estate projects located within municipal
jurisdictions are subject to the regulations and approvals issued by these local bodies, from initial plan
sanctions to final occupancy certificates.
Kerala Municipality Building Rules, 2019
Framed under The Kerala Municipality Act, these Rules prescribe the detailed technical regulations for
the design and construction of buildings within municipal areas. They set out stringent norms for critical
parameters such as floor area ratio, plot coverage, building height, setbacks from property lines, structural
safety, fire protection measures, parking standards, and sanitation facilities. These Rules form the
regulatory blueprint for project design, and strict adherence is mandatory for obtaining building permits
and ensuring the legality of constructed structures.
Kerala Municipality (Property Tax, Service Cess and Surcharge) Rules, 2011
These Rules detail the methodology for the assessment, levy, and collection of property tax by municipal
bodies in Kerala. They specify the process for determining the annual value of properties, prescribe the
applicable tax rates, and outline the procedures for self-assessment, payment, and the filing of appeals
against assessment orders. Property owners, including real estate developers, are liable to pay property
tax on their land holdings and completed projects situated within municipal limits in accordance with
these Rules.
The Kerala Town and Country Planning Act, 2016
This Act provides for the systematic and sustainable development of urban and rural areas in Kerala
through a hierarchical planning framework. It mandates the preparation of statutory plans such as Master
Plans and Detailed Town Planning Schemes, which designate specific land-use zones (e.g., residential,
commercial, industrial) and impose development control regulations. Project development activities in
the real estate sector must strictly conform to the land use and development norms prescribed in the
applicable statutory plans for that area.
251Kerala Survey and Boundaries Act, 1961
This Act governs the official survey of lands and the determination and demarcation of property
boundaries. It provides the legal framework for maintaining survey records, placing boundary markers,
and resolving disputes related to property boundaries. Accurate land surveys under this Act are a critical
part of the due diligence process during land acquisition for any real estate developer to ascertain the
precise extent of the property and prevent future encroachments or legal disputes.
Kerala Land Tax Act, 1961
This Act provides for the levy of a basic tax on all land holdings in Kerala. This tax is a recurring liability
for landowners on their land portfolio. Timely payment of the basic land tax is essential, as the receipts
are often required as supporting documents for various other land-related transactions and approvals,
serving as proof of ownership and possession.
Transfer of Registry Rules, 1966
These Rules outline the official procedure for "mutation," which is the process of updating the
government's revenue records to reflect a change in the ownership of land following a transaction. The
process involves submitting an application to the revenue authorities who, after verification, update the
land records in the name of the new owner. For any party acquiring land, completing the transfer of
registry is a crucial step to perfect the legal title and ensure the new owner's name is reflected in the
official records.
Kerala Building Tax Act, 1975
This Act mandates the levy of a one-time tax on the construction of new buildings, payable upon
completion. The tax is calculated based on the total plinth area of the building, with different slabs
applicable for residential and commercial structures. This tax represents a direct, non-recurring cost for
each project and must be factored into a developer's project budgeting and financial projections.
Kerala Building (Leases and Rent Control) Act, 1965
This Act regulates the relationship between landlords and tenants in Kerala, primarily to protect tenants
from arbitrary eviction and excessive rent increases. It specifies the statutory grounds for eviction and
establishes a mechanism for the fixation of fair rent. The provisions of this Act are relevant for real estate
entities when acquiring properties with existing tenancies or when leasing out commercial or residential
properties.
The Kerala Apartment Ownership Act, 1983
This Act provides the legal foundation for the ownership of individual apartments within a building and
for the joint ownership and administration of common areas and facilities. It enables a promoter to
execute a 'Deed of Declaration' to submit the property to the provisions of the Act and facilitates the
formation of a legal association of apartment owners to manage the affairs of the building. This Act is
central to the business model of apartment developers, providing the legal framework for transferring
clear title of individual apartments to customers.
The Kerala Conservation of Paddyland and Wetland Act, 2008, together with the Kerala
Paddyland and Wetland Conservation Rules, 2008 and subsequent amendments (2018)
These legislations collectively govern the conservation and permissible conversion of paddy lands and
wetlands across Kerala. These legislations are designed to protect ecologically sensitive areas and prevent
unregulated alterations in land use. The Act establishes the legal framework for identifying, notifying,
and maintaining the state's paddy land and wetland databank, explicitly prohibiting the conversion or
252reclamation of such lands unless specific approvals are secured from competent authorities. The Rules,
with their subsequent amendments, detail the procedures for applying for land use changes, correcting
databank entries, conducting site inspections, performing technical evaluations, and the process for
granting or denying conversion permissions.
For all development activities, including real estate projects, it is mandatory for promoters to verify if
their project land is classified within the notified paddy or wetland databank. If it is, they must obtain the
necessary permissions for conversion, where such conversion is legally allowed. Failure to comply with
these provisions can lead to significant consequences, including the denial of building permits, cessation
of ongoing construction work, imposition of penalties, and orders for land restoration. Therefore, strict
adherence to these legislations is crucial for evaluating land suitability and securing the requisite
development approvals for any project in Kerala.
B. Laws Relating to Employment
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020, streamlines Indian labour law by consolidating three key statutes
to enhance the ease of doing business. It significantly increases operational flexibility for companies by
raising the employee threshold from 100 to 300 for requiring prior government permission for layoffs,
retrenchment, and closure, and for mandating formal standing orders. While providing this flexibility,
the Code also introduces several worker-centric provisions, including an expanded definition of 'worker,'
the formal recognition of fixed-term employment with pro-rata benefits, and the establishment of a
'Reskilling Fund' for retrenched employees. Furthermore, it establishes a clear framework for recognizing
a sole negotiating union to streamline collective bargaining and imposes stricter conditions, such as a
mandatory notice period, for strikes and lock-outs, aiming to balance employer flexibility with industrial
harmony.
Code on Wages, 2019
The Code on Wages, 2019, is a comprehensive legislation that consolidates and simplifies four central
labour laws: the Payment of Wages Act, 1936; the Minimum Wages Act, 1948; the Payment of Bonus
Act, 1965; and the Equal Remuneration Act, 1976. Its primary objective is to create a uniform and
streamlined framework for wage-related regulations across all sectors of employment. A key feature of
the Code is the universalization of minimum wage and timely wage payment provisions, making them
applicable to all employees, including those in the unorganized sector, thereby removing previous wage
ceilings and employment-specific limitations. The Code introduces the concept of a national "floor wage"
to be determined by the Central Government, which will serve as a baseline that state-level minimum
wages cannot fall below. Furthermore, it prohibits gender discrimination in matters of wages and
recruitment for the same or similar nature of work, codifies the rules for annual bonus payments, and
specifies clear timelines for wage payments and permissible deductions. The enforcement mechanism is
also revamped, introducing the role of an "Inspector-cum-Facilitator" to advise employers and
employees, alongside traditional inspection functions, aiming for a more transparent and less adversarial
compliance system.
Code on Social Security, 2020
The Code on Social Security, 2020, is a comprehensive legislation designed to consolidate and amend
nine central labour enactments related to social security, including those governing provident funds,
employee insurance, maternity benefits, and gratuity. Its most significant objective is to universalize
social security benefits by extending coverage to the vast unorganized sector, as well as to gig and
platform workers, who were previously largely outside the traditional safety net. The Code establishes a
framework for this expansion through the mandatory registration of all workers on a national portal and
the creation of a dedicated Social Security Fund to finance schemes for them. While streamlining the
administration of existing statutory schemes like the EPF and ESI, the Code's core purpose is to create a
single, unified structure to provide a social security umbrella for the entire Indian workforce, adapting to
the changing nature of work in the modern economy.
253Occupational Safety, Health and Working Conditions (OSH) Code, 2020
The Occupational Safety, Health and Working Conditions (OSH) Code, 2020, is a comprehensive
legislation that consolidates and replaces 13 central labour laws, including The Factories Act, 1948; The
Mines Act, 1952; The Dock Workers (Safety, Health and Welfare) Act, 1986; The Building and Other
Construction Workers Act, 1996; The Plantations Labour Act, 1951; The Contract Labour Act, 1970;
The Inter-State Migrant Workmen Act, 1979; The Working Journalist and other Newspaper Employees
Act, 1955; The Working Journalist (Fixation of Rates of Wages) Act, 1958; The Motor Transport
Workers Act, 1961; The Sales Promotion Employees Act, 1976; The Beedi and Cigar Workers Act,
1966; and The Cine-Workers and Cinema Theatre Workers Act, 1981. Its primary objective is to create
a single, uniform regulatory framework for a wide range of establishments. The Code simplifies
compliance for employers by introducing a single registration and license system and clearly defines the
duties of both employers and employees regarding workplace safety. Furthermore, it establishes advisory
boards, introduces specific welfare provisions for contract and migrant workers, and permits women to
work at night with their consent and adequate safety. By shifting the enforcement mechanism towards
an “Inspector-cum-Facilitator” model, the Code aims to foster a more proactive and advisory approach
to ensuring safe and humane working conditions.
C. Environmental Laws
The Environment Protection Act 1986 (the “Environment Protection Act”) and Environment
Protection Rules, 1986 (the “Environment Protection Rules”) and the Environmental Impact
Assessment Notification, 2006 (“EIA Notification”)
The Environment Protection Act was enacted to provide a framework for co-ordination of the activities
of various central and state authorities established under previous laws. The Environment Protection Act
authorises the central government to protect and improve environment quality, control and reduce
pollution. The Environment Protection Act specifies that no person carrying on any industry, operation
or process shall discharge or emit or permit to be discharged or emitted any environment pollutants in
excess of such standards as prescribed. The contravention or failure to comply with the provisions of the
Environment Protection Act may attract penalties in the form of imprisonment or fine. Further, the
Environment Protection Rules specifies, amongst others, the standards for emission or discharge of
environmental pollutants, and restrictions on the handling of hazardous substances in different areas.
The Environment Protection Act is an umbrella legislation designed to provide a framework for the
government to coordinate the activities of various central and state authorities established under various
laws, such as the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control
of Pollution) Act, 1981, etc. The Environment Protection Act vests with the Government the power to
take any measure it deems necessary or expedient for protecting and improving the quality of the
environment and preventing and controlling environmental pollution. This includes rules for laying down
the quality of environment, standards for emission of discharge of environment pollutants from various
sources as given under the Environment (Protection) Rules, 1986, inspection of any premises, plant,
equipment, machinery, and examination of manufacturing processes and materials likely to cause
pollution.
Further, the Environment Protection Rules specifies, inter alia, the standards for emission or discharge
of environmental pollutants, prohibitions and restrictions on the location of industries as well as on the
handling of hazardous substances in different areas. For contravention of any of the provisions of the
Environment Protection 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 Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of
the standards set out by the concerned PCB. The Water Act also provides that the consent of the
concerned PCB must be obtained prior to opening of any new outlets or discharges, which are likely to
254discharge sewage or effluent.
The Water (Prevention and Control of Pollution) Cess Act, 1977 (“Water Cess Act”)
The Water Cess Act has been enacted to provide for the levy and collection of a cess on water consumed
by persons carrying on certain industries and by local authorities, with a view to augment the resources
of the central and State PCB for the prevention and control of water pollution constituted under the Water
Act. The Water Cess Rules have been notified under Section 17 of the Water Cess Act and provide, inter
alia, for the standards of the meters and places where they are to be affixed and the furnishing of returns
by consumers.
Air (Prevention and Control of Pollution) Act 1981
The Air (Prevention and Control of Pollution) Act 1981 has been enacted to provide for the prevention,
control and abatement of air pollution. The statute was enacted with a view to protect the environment
and surroundings from any adverse effects of the pollutants that may emanate from any factory or
manufacturing operation or activity. It lays down the limits with regard to emissions and pollutants that
are a direct result of any operation or activity. Periodic checks on the factories are mandated in the form
of yearly approvals and consents from the corresponding Pollution Control Boards in the state.
The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”)
The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The
Noise Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts,
hospitals, etc. The rules also assign regulatory authority for these standards to the local district courts.
Penalty for noncompliance with the Noise Regulation Rules shall be under the provisions of the
Environment (Protection) Act, 1986.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Rules”)
The Hazardous Waste Rules define the term ‘hazardous waste’ to include any waste which by reason of
physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive characteristics cause
danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes
or substances including waste specified in the schedules to the Hazardous Waste Rules. In terms of the
Hazardous Waste Rules, occupiers, being persons who have control over the affairs of a factory or
premises or any person in possession of hazardous or other waste, have been, inter alia, made responsible
for safe and environmentally sound management of hazardous and other wastes generated in their
establishments and are required to obtain license/ authorization from the respective State PCB for
handling, generation, collection, storage, packaging, transportation, usage, treatment, processing,
recycling, recovery, pre-processing, co-processing, utlization, selling, transferring or disposing
hazardous or other waste.
The Coastal Regulation Zone Notification, 2019
Issued under the Environment (Protection) Act, 1986, this central notification stringently regulates
development activities in coastal areas to protect the coastal environment. It classifies coastal stretches
into different zones (CRZ-I, II, III, IV) and prescribes a list of permissible and prohibited activities for
each zone. Projects located in these zones require specific clearance from the Kerala Coastal Zone
Management Authority. Any real estate projects near the coast must adhere to these regulations, which
may significantly impact project design and require a separate environmental clearance process.
Ministry of Civil Aviation (Height Restrictions for Safeguarding of Aircraft Operations) Rules, 2015
These central government rules are designed to ensure aviation safety by imposing height restrictions on
buildings and structures in the vicinity of airports. They require developers to obtain a 'No Objection
Certificate' (NOC) from the Airports Authority of India (AAI) before commencing construction of any
structure that penetrates prescribed imaginary surfaces around an aerodrome. For real estate projects
255located near airports, the permissible building height is governed not only by local building rules but also
by these stringent aviation safety norms, making the AAI NOC a critical pre-construction approval.
D. Intellectual Property Laws
The Trademarks Act, 1999 (“Trademarks Act”)
Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is
capable of distinguishing the goods or services of one person from those of others used in relation to
goods and services to indicate a connection in the course of trade between the goods and some person
having the right as proprietor to use the mark. Section 18 of the Trademarks Act requires that any person
claiming to be the proprietor of a trademark used or proposed to be used by him, must apply for
registration in writing to the registrar of trademarks. The right to use the mark can be exercised either by
the registered proprietor or a registered user. The present term of registration of a trademark is 10 (ten)
years, which may be renewed for similar periods on payment of a prescribed renewals.
E. Foreign Investment Regulations
The foreign investment in India is governed, among others, by the Foreign Exchange Management Act,
1999, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the
consolidated FDI policy (effective from October 15, 2020) issued by the Department for Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known
as the Department of Industrial Policy and Promotion (“FDI Policy”), each as amended. Further, the
Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting
of Non-Debt Instruments) Regulations, 2019 on October 17, 2019 which regulates mode of payment and
remittance of sale proceeds, among others. The FDI Policy and the FEMA Rules prescribe inter alia the
method of calculation of total foreign investment (i.e. direct foreign investment and indirect foreign
investment) in an Indian company.
Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)
In India, the main legislation concerning foreign trade is the FTA. The FTA read along with relevant
rules provides for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India and for matters connected therewith or incidental thereto.
As per the provisions of the Act, the Government: -
(i) may make provisions for facilitating and controlling foreign trade;
(ii) may prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject
them to exceptions, if any;
(iii) is authorized to formulate and announce an export and import policy and also amend the same from
time to time, by notification in the Official Gazette;
(iv) is also authorized to appoint a Director General of Foreign Trade for the purpose of the Act, including
formulation and implementation of the Export-Import (EXIM) Policy.
FTA read with the Indian foreign trade policy provides that no export or import can be made by a
company without an importer-exporter code number unless such company is specifically exempt. An
application for an importer exporter code number has to be made to the office of the Joint Director
General of Foreign Trade, Ministry of Commerce.
Foreign Exchange Management Act, 1999 (the “FEMA”)
Foreign investment in India is primarily governed by the provisions of FEMA. Pursuant to FEMA, the
Government of India and the RBI have promulgated various regulations, rules, circulars and press notes
in connection with various aspects of foreign exchangewith facilitation of external trade and payments
for promoting orderly developments and maintenance of foreign exchange market in India. FEMA
replaced the erstwhile Foreign Exchange Regulation Act, 1973. Foreign investment is permitted (except
in the prohibited sectors) in Indian companies, either through the automatic route or the government
approval route, depending upon the sector in which foreign investment is sought to be made
256FEMA Rules
The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management
(Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No.
FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer
by or issue security to a person resident outside India. As laid down by the FEMA Rules, no prior
consents and approvals are required from the RBI for Foreign Direct Investment (“FDI”) under the
“automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under
the automatic route, and in respect of investment in excess of the specified sectoral limits under the
automatic route, approval may be required from the RBI. At present, the FDI Policy does not prescribe
any cap on the foreign investments in the sector in which the Company operates. Therefore, foreign
investment up to 100% is permitted in the Company under the automatic route.
F. Taxation Laws
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every domestic or foreign company whose income is taxable under
the provisions of this Act or rules made under it depending upon its “Residential Status” and “Type of
Income” involved. Under section 139(1) every Company is required to file its income tax return for every
previous year by October 31 of the assessment year. Other compliances like those relating to tax
deduction at source, fringe benefit tax, advance tax, and minimum alternative tax and the like are also
required to be complied with by every company.
Goods and Services Tax (GST)
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central
and State Governments. GST provides for imposition of tax on the supply of goods or services and will
be levied by Centre on intra-state supply of goods or services and by the States including Union territories
with legislature/ Union Territories without legislature respectively. A destination-based consumption tax
GST would be a dual GST with the center and states simultaneously levying tax with a common base.
The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods
and Services Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST),
Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to
States) Act, 2017 and various rules made thereunder.
Customs Act, 1962 (“Customs Act”)
The Customs Act, as amended, regulates import of goods into and export of goods from India by
providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act,
1975. Any company intending to import or export goods is first required to get registered under the
Customs Act and obtain an Importer Exporter Code under FTDR. Customs duties are administrated by
Central Board of Indirect Tax and Customs under the Ministry of Finance, Government of India.
Professional Tax
The professional tax slabs in India are applicable to those citizens of India who are either involved in any
profession or trade. The State Government of each State is empowered with the responsibility of
structuring as well as formulating the respective professional tax criteria and is also required to collect
funds through professional tax. The professional taxes are charged on the incomes of individuals, profits
of business or gains in vocations. The professional tax is charged as per the List II of the Constitution.
The professional taxes are classified under various tax slabs in India. The tax payable under the State
Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages
payable to such person before such salary or wages is paid to him, and such employer shall, irrespective
of whether such deduction has been made or not when the salary and wage is paid to such persons, be
liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing
authority in the prescribed manner. Every person liable to pay tax under these Acts (other than a person
earning salary or wages, in respect of whom the tax is payable by the employer), shall obtain a certificate
257of enrolment from the assessing authority.
G. Other Applicable Laws
The Companies Act, 2013 (“Companies Act”)
The Companies Act deals with laws relating to companies and certain other associations. The Companies
Act primarily regulates the formation, financing, functioning, and winding up of companies. The
Companies Act prescribes regulatory mechanism regarding all relevant aspects, including organizational,
financial, and managerial aspects of companies. It deals with issue, allotment and transfer of securities
and various aspects relating to company management. It provides for standard of disclosure in public
issues of capital, particularly in the fields of company management and projects, information about other
listed companies under the same management, and management perception of risk factors.
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and the rules made thereunder
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and
enacted to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to
promote and protect the interests of consumers against deficiencies and defects in goods or services and
secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers,
service providers and traders. The definition of “consumer” under the Consumer Protection Act also
includes persons engaged in offline or online transactions through electronic means or by tele-shopping
or direct-selling or multi-level marketing. It provides for the establishment of consumer disputes
redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to
awarding compensation and/or passing corrective orders, the forums and commissions under the
Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose
imprisonment for a term which may extend to two years and fine which may extend to one million.
Digital Personal Data Protection Act, 2023 (the “DPDP Act”)
The DPDP Act was notified on August 11, 2023*. The DPDP Act seeks to balance the rights of
individuals to protect their digital personal data with the need to process personal data for lawful and
other incidental purposes. The DPDP Act provides that personal data may be processed only for a lawful
purpose after obtaining the consent of the individual. A notice must be given before seeking consent,
except in case of legitimate uses as provided under the DPDP Act. It further imposes certain obligations
on data fiduciaries including (i) make reasonable efforts to ensure the accuracy and completeness
of data; (ii) build reasonable security safeguards to prevent a data breach; (iii) intimate the Data
Protection Board of India (the “DPB”) and affected persons in the event of a breach; and (iv) erase
personal data as soon as the purpose has been met and retention is not necessary for legal
purposes. The DPDP Act imposes certain additional obligations on a significant data fiduciary, such
as appointment of a data protection officer, appointment of an independent data auditor and undertaking
of other measures namely, periodic data protection impact assessment, periodic audit and such other
measures as may be prescribed under the DPDP Act.
*The provisions of the DPDP Act and the rules therein will come into force in three phases:
1. Phase 1: Provisions that are effective from November 13, 2025 (i.e., the date of the gazette
notification). The Phase 1 provisions are all procedural in nature (e.g., effective dates, definitions,
conflicts with other laws, bar of jurisdiction of civil courts, power to amend the schedules etc.). Phase 1
also includes the establishment of the DPB, including appointment of a chairperson, terms and
conditions of service of members and procedures for meetings. However, the powers and functions of the
DPB (except those relating to monitoring of consent managers –see Phase 2 below) are Phase 3
provisions;
2. Phase 2: Provisions that will become effective from November 12, 2026 (i.e., 1 year from the gazette
notification). The Phase 2 provisions relate to consent managers, i.e., registration of consent managers
with the DPB, obligations of consent managers and the powers of the DPB to inquire into breaches and
impose penalties for breach of registration conditions; and
3. Phase 3: Provisions that will become effective from May 12, 2027 (i.e., 18 months from the gazette
258notification). Phase 3 covers all the remaining (substantive) provisions of the DPDP Act and rules
therein, including grounds for processing of personal data, notice to be given by data fiduciaries
to data principals, all consent-related provisions, legitimate uses, general obligations of data
fiduciaries and reasonable security safeguards to be implemented by them, additional obligations of
significant data fiduciaries, rights of data principals, processing of personal data of children, processing
of personal data outside India (the “data localization” requirement), intimation of personal data
breaches and exemptions from the applicability of the DPDP Act and the rules therein for specific
purposes.
Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in different states,
commercial establishments are required to be registered. Such legislations regulate the working and
employment conditions of workers employed in shops and commercial establishments and provide for
fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance
of shops and establishments and other rights and obligations of the employers and employees.
The Indian Contract Act, 1872 (“Contract Act”)
The Indian Contract Act lays down the essentials of a valid contract, it provides a framework of rules
and regulations that govern the validity, execution and performance of a contract and codifies the way in
which a contract may be entered into, executed, implementation of the provisions of a contract and effects
of breach of a contract. The Contract Act consists of limiting factors subject to which contract may be
entered into, executed and the breach enforced. The contracting parties themselves decide the rights and
duties of parties and terms of agreement.
Competition Act, 2002 (“Competition Act”)
The Competition Act aims to prevent anti-competitive practices that cause or are likely to cause an
appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates
anti-competitive agreements, abuse of dominant position and combinations. The Competition
Commission of India (“Competition Commission”) which became operational from May 20, 2009, has
been established under the Competition Act to deal with inquiries relating to anti-competitive agreements
and abuse of dominant position and regulate combinations. The Competition Act also provides that the
Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti-
competitive agreement, abuse of dominant position or a combination, which even though entered into,
arising, or taking place outside India or signed between one or more non-Indian parties, but causes an
appreciable adverse effect in the relevant market in India.
The Specific Relief Act, 1963 (“Specific Relief Act”)
The Specific Relief Act is complimentary to the provisions of the Contract Act and the Transfer of
Property Act, as the Act applies both to movable property and immovable property. The Specific Relief
Act applies in cases where the Court can order specific performance of a contract. Specific relief can be
granted only for the purpose of enforcing individual civil rights and not for the mere purpose of enforcing
a civil law. Specific performance’ means Court will order the party to perform his part of agreement,
instead of imposing on him any monetary liability to pay damages to other party.
The Information Technology Act, 2000 (“Information Technology Act”)
The Information Technology Act has been enacted to provide legal recognition for transactions carried
out by means of electronic data interchange and other means of electronic communication, commonly
referred to as "Electronic Commerce", which involve the use of alternatives to paper-based methods of
communication and storage of information etc. Additionally, the said Act also provides for civil and
criminal liabilities including fines and imprisonment for various computer related offences. These
include offences relating to unauthorized access to computer systems, it also recognizes contracts
259concluded through electronic means, creates liability for failure to protect sensitive personal data and
gives protection to intermediaries in respect of third-party information liability. It also provides civil and
criminal liabilities. The Information Technology Act also provides punishment for offences committed
outside India. The Department of Information and technology, under the Ministry of Communications &
information Technology, Government of India, has notified the Information Technology (Reasonable
Security Practices and Procedures and Sensitive personal Data or Information) Rules 2011, which gives
directions for the collection, disclosure, transfer and protection of sensitive personal data by a body
corporate or any person acting on behalf of a body corporate. The said rules also require the body
corporate to provide a privacy policy for handling and dealing on personal information, including
sensitive personal data.
Electricity Act, 2003 (“Electricity Act”)
The Electricity Act was enacted to regulate the generation, transmission, distribution, trading and use of
electricity by authorising a person to carry on the above acts either by availing a license or by seeking an
exemption under the Electricity Act. Additionally, the Electricity Act states no person other than Central
Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity at a rate
exceeding 250 watts and 100 volts in any street or place which is a factory within the meaning of the
Factories Act, 1948 or a mine within the meaning of the Mines Act, 1952 or any place in which 100 or
more persons are ordinarily likely to be assembled. An exception to the said rule is given by stating that
the applicant shall apply by giving not less than 7 days’ notice in writing of his intention to the Electrical
Inspector and to the District Magistrate or the Commissioner of Police, as the case may be, containing
the particulars of electrical installation and plant, if any, the nature and purpose of supply of such
electricity. The Electricity Act also lays down the requirement of mandatory use of meters to regulate the
use of electricity and authorises the Commission so formed under the Electricity Act, to determine the
tariff for such usage. The Electricity Act also authorises the State Government to grant subsidy to the
consumers or class of consumers it deems fit from paying the standard tariff required to be paid.
H. Other Laws
State governments have enacted laws that provide for fire prevention and life safety. Such laws may be
applicable to our Projects and include provisions in relation to providing fire safety and life saving
measures by occupiers of buildings, obtaining certification in relation to compliance with fire prevention
and life safety measures and impose penalties for non-compliance.
In addition to the above, our Company is required to comply with the provisions of the Prevention of
Corruption Act, 1988, Child Labour (Prohibition and Regulation) Act, 1986, Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013 and other applicable
laws and regulations imposed by the Central and State Governments and other authorities for its day-to-
day operations.
260HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Vintes Solutions Private Limited’, a private limited company under
the Companies Act, 1956, pursuant to a certificate of incorporation dated August 10, 2007, issued by the Assistant
Registrar of Companies, Kerala and Lakshadweep. Subsequently, pursuant to a special resolution passed by our
Shareholders dated September 28, 2010, the name of our Company was changed from ‘Vintes Solutions Private
Limited’ to ‘Vintes Developers Private Limited’ to align the name of the Company with the objects of the
Company and a fresh certificate of incorporation dated October 22, 2010, was issued by the Assistant Registrar
of Companies, Kerala and Lakshadweep. Subsequently, pursuant to a special resolution passed by our
Shareholders dated July 29, 2011, the name of our Company was changed from ‘Vintes Developers Private
Limited’ to ‘Veegaland Developers Private Limited’ in order to utilise the Veegaland brand name and a fresh
certificate of incorporation dated August 11, 2011, was issued by the Registrar of Companies, Kerala and
Lakshadweep. Upon the conversion of our Company to a public limited company pursuant to a special resolution
passed by our shareholders dated September 30, 2025, the name of our Company was changed from ‘Veegaland
Developers Private Limited’ to ‘Veegaland Developers Limited’ and a fresh certificate of incorporation dated
November 6, 2025, issued by the Registrar of Companies, Central Processing Centre.
Changes in the Registered Office
Except as stated below, there has been no change in the address of our registered office since incorporation.
Date of change Details for change Reasons for change
October 3, 2007 The registered office of our Company was shifted For smooth and convenient
from “44/875, Little Flower Church Road, Kaloor operations of the Company.
Ernakulam – 682 017, Kerala, India” to “44/676,
Sastha Temple Road, Kaloor, Kochi, Ernakulam –
682 017, Kerala, India”
December 15, 2010 The registered office of our Company was shifted For smooth and convenient
from “44/676, Sastha Temple Road, Kaloor, operations of the Company.
Kochi, Ernakulam – 682 017, Kerala, India” to
“Door No. XI/150 B, 8, Mulakkampilly Complex,
Thrikkakara, Ernakulam – 682 030, Kerala, India”
May 5, 2014 The registered office of our Company was shifted For smooth and convenient
from “Door No. XI/150 B, 8, Mulakkampilly operations of the Company.
Complex, Thrikkakara, Ernakulam – 682 030,
Kerala, India” to “XIII/300, E-26, 4th Floor, K C F
Tower, Bharat Matha College Road, Kakkanadu,
Thrikkakara P.O., Ernakulam – 682 021, Kerala,
India”
July 1, 2025 The registered office of or Company was changed Due to change in the building
from “XIII/300, E-26, 4th Floor, K C F Tower, number of the registered office of
Bharat Matha College Road, Kakkanadu, the Company as per the revised
Thrikkakara P.O., Ernakulam – 682 021, Kerala, numbering system implemented by
India” to “XXXV/564, 4th floor, K C F Tower, the Thrikkakkara Municipality.
Bharat Matha College Road, Kakkanadu,
Thrikkakara P.O., Ernakulam – 682 021, Kerala,
India”
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. To carry on the business of, builders of residential houses, apartments, commercial buildings, factory
sheds, pre-fabricated buildings, property developers, consultants, civil engineers, architects, surveyors,
designers, town planners, estimators, valuers, interior and exterior decorators, general and government
261civil contractors of immovable properties, all types of foundation, structural and piling engineering
work, interior designing, land scaping and graphic, multi level parking areas, maintenance work of
residential and commercial buildings, upkeeping of facilities provided in the common area of residential
and commercial complexes and to purchase or lease suitable land, to divide the land into suitable plots
and rent or sell the plots to the people for building houses, villas, bungalows, farmhouse and colonies or
to workmen according to schemes approved by improvement trusts, development boards and municipal
boards there on and to rent or sell the same to the public and realize cost in lump sum or on installments
or by hire purchase system or otherwise to start any housing scheme in India or outside India, either
directly or jointly with individuals or organizations carrying on similar activities in India or abroad or
through contractors and also deal in all kinds of building materials including machineries, equipments,
tools, metal or steel ware.
2. To purchase, lease or exchange in lawful manner within or outside the limits of municipal corporation
or such other local bodies or industrial areas any land or building and hereditament of any tenure or
description situated in or outside India and develop and dispose off or maintain the same, either directly
or jointly with parties with similar objective and also participate in valid government or private bids to
acquire suitable land and/or buildings and also engage in infrastructure development and act as Real
Estate Promoters, Developers and Project Management Association including civil, structural,
mechanical, electrical and all other types of erection for equipments of industrial, domestic and other
purposes, commissioning of projects, project trading as well as consultant for execution of project on
turnkey basis directly or jointly with similar parties local or foreign or through contractors and to
construct and lease or rent out cinema halls, multiplexes, shopping malls, shops, townships, housing
projects, private, commercial and office complexes, conference or convention centers, hotels, hospitals,
resorts, amusement or theme or water parks, industrial or IT parks, industrial sheds, ware houses,
godowns and similar other projects and to provide roads, bridges, towers, drains, water lines and supply
system, electricity and lights within these areas and also engage in construction or maintenance of roads,
bridges, towers, highway sewers, drains, electric lines, cables, docks, wharves, canals, jetties,
embankments, bunds, water lines and supply system, irrigation reclamation and gas lines in any part of
India or abroad.
The main objects clause as contained in the Memorandum of Association enable our Company to undertake its
existing activities.
Amendments to the Memorandum of Association
Set out below are the amendments to our Memorandum of Association for the past ten years of our Company till
the date of this Draft Red Herring Prospectus.
Date of Shareholder’s Particulars
resolution/ Effective date
July 7, 2025 Clause V of the Memorandum of Association was amended to reflect the
Alteration of the Capital Clause to increase of the authorized share capital of
our Company from ₹5,00,00,000/- (Rupees five crores) consisting of
50,00,000 (fifty lakhs) Equity Shares of ₹10/- each to ₹50,00,00,000 (Rupees
fifty crores) consisting of 5,00,00,000 (five crore) Equity Shares of ₹10/-
each.
September 30, 2025 Clause I of the Memorandum of Association of our Company was amended
to reflect the change in our name from ‘Veegaland Developers Private
Limited’ to ‘Veegaland Developers Limited’ pursuant to its conversion from
private limited company to public limited company.
Clause III(A) titled “The main objects, to be pursued by the Company on its
incorporation are” is substituted with the new sub-heading “The objects to be
pursued bythe company on its incorporation are”
Clause III(B) titled “The objects incidental or Ancillary to the Attainment of
the main objects are” is amended to reflect the following sub-heading:
“Matters which are necessary for furtherance of the objects specified in
262Date of Shareholder’s Particulars
resolution/ Effective date
Clause III(A) are”.
Deletion of object clause III (c)
1. To carry on the business of departmental stores.
2. To carry on business of advertisement and publicity agents,
advertisement consultants, display specialists and to undertake and
execute agencies and commissions of all kinds.
3. To carry on the business of poultry and dairy farming, fish farming,
stud farms, and rearing of domestic animals.
4. To plant, grow and produce agricultural products such as tea, coffee,
rubber, cardamom, pepper, coconut, etc. and also to carry on the
necessary operations to make those products marketable.
5. To generally deal in hardwares, mill stores, tools, implements,
machineries, steel, cement sand bricks, lime timber, marble, stones,
pipes and other building materials.
6. To carry on business of cold storage of fruits, vegetables, seeds, fish,
meat, agricultural products, milk and diary products and other
perishable items.
7. To carry on business of production, distribution and exhibition of
films and motion pictures, including running of theatres, cinemas,
studios, shows and exhibitions.
8. To carry on business of hospitals, clinics, dispensaries, maternity
homes, child and family welfare centers, diagnostic centers and
creches.
9. To undertake or arrange for the writing and publication of books,
magazines, journals and pamphlets on all subjects.
Aditionally, the existing liability clause being Clause IV in the Memorandum
of Association of the Company be amended and substituted by the following
Clause:
IV. The liability of the member(s) is limited, and this liability is limited to
the amount unpaid if any, on the shares held by them.
November 22, 2025 Clause V of the Memorandum of Association was amended to reflect the
Alteration of the Capital Clause to increase of the authorized share capital of
our Company from ₹50,00,00,000/- (Rupees fifty crores) consisting of
5,00,00,000 (five crore) Equity Shares of ₹10/- each to ₹75,00,00,000/-
(Rupees seventy five crores) consisting of 7,50,00,000 (seven crore fifty
lakh) Equity Shares of ₹10/- each.
Major events and milestones of our Company
The table below sets forth some of the key events in the history of our Company:
Calendar Year Events
2007 Incorporated as “Vintes Solutions Private Limited”.
2011
Acquisition of
brand and trademark from Wonderla Holidays Private Limited
2011 Our Company received First Construction of Building Permit
2016 Our Company received the First Occupational Certificate of Building
2022 Achieved Turnover of more than ₹10,000.00 lakh
2025 Conversion of our Company from a private limited company to a public limited company
263Awards, Accreditations and Recognitions
As on the date of this Draft Red Herring Prospectus our Company has received the following awards,
accreditations and recognition.
Year Awards and accreditations
2016 Our Company project, Veegaland Green Clouds Properties was awarded for Green Habitat and
outstanding super luxury apartment by the Mathrubhumi Printing and Publishing Company Limited
2020 Our Company project, Veegaland Kings town received best safety practices for residential apartment from
National Safety Council (Kerala Chapter)
2021 Our Company project, Veegaland Kings Fort received best safety practices for residential apartment from
National Safety Council (Kerala Chapter)
2023 Our Company project, Veegaland Kings Fort received outstanding concrete structure award from ICI
Ultratech.
2023 Our Company project, Veegaland Exotica received best safety practices for residential apartment from
National Safety Council (Kerala Chapter)
2024 Our Company project, Veegaland Thejus received best safety practices for residential apartment from
National Safety Council (Kerala Chapter)
2025 Our Company is certified as the Great Workplace Category: Under 100 Employees by Great Place to
Work, India.
Significant financial and strategic partnerships
As of the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or
strategic partnerships.
Time/cost overrun
There has been no time or cost overrun in respect of our business operations since our incorporation as on the date
of this Draft Red Herring Prospectus.
Capacity/facility creation, location of plants
Our Company is into real estate business, capacity/facility creation and location of plants is not applicable to our
Company.
Lock-out and Strikes
As on the date of this Draft Red Herring Prospectus, there have been no lockouts or strikes at any time in our
Company.
Accumulated Profits or Losses
As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses that have not been
accounted for or consolidated by our Company.
Launch of key products or services, entry into new geographies or exit from existing
For details of key products launched by our Company, entry into new geographies or exit from existing markets,
see “Our Business” on page 223.
Defaults or rescheduling/restructuring of borrowings with financial institutions/ banks
There have been no instances of rescheduling/restructuring of borrowings with financial institutions/banks in
respect of our current borrowings from lenders.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last ten years
264Our Company has not made any material acquisitions or divestments of business/undertakings, mergers,
amalgamation, any revaluation of assets, etc. in the last 10 years preceding the date of this Draft Red Herring
Prospectus.
Shareholders Agreement and other agreements
As on date of this Draft Red Herring Prospectus, our Company is not party to any shareholder’s agreements or
other agreements other than in the ordinary course of business.
Further, as on the date of this Draft Red Herring Prospectus, there are no inter-se agreements/arrangements or any
deeds of assignment, acquisition agreements, shareholders agreement, financing agreements, agreements of like
nature with respect to our Company that our Company is a party to and there are no other agreements/arrangement
and clauses/covenants with respect to our Company that our Company is a party to, or of which it 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 Issue. Further, there are no clauses/covenants which are adverse/pre-judicial to the interest of the
minority/public shareholders of our Company.
Details of Agreements required to be disclosed under Clause 5A of paragraph A of part A of Schedule III
of SEBI Listing Regulations
As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Shareholders,
Promoters, entities forming part of the Promoter Group, related parties, Directors, Key Managerial Personnel,
Senior Management, employees of our Company with our Company or amongst themselves, solely or jointly,
which either directly or indirectly or potentially or whose purpose and effect is to, impact the management or
control of our Company or impose any restriction or create any liability upon our Company.
Other material agreements
As on the date of this Draft Red Herring Prospectus, our Company has not entered into any material agreements
other than in the ordinary course of business of our Company.
Agreements with our Key Managerial Personnel, Senior Management, Directors, Promoters or any other
employee
As of the date of this Draft Red Herring Prospectus, there are no agreements entered into by a Key Managerial
Personnel or Senior Management or Directors or the Promoter or any other employee of our Company, either by
themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of our Company.
Holding company
As of the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Our Subsidiaries
As of the date of this Draft Red Herring Prospectus, our Company does not have any subsidiary company.
Joint Venture of our Company
As on the date of this Draft Red Herring Prospectus, our Company does not have any joint venture.
Details of Special Rights as per the Articles of Association of the Company
There are no special rights available to any shareholder of our Company or any other person as per the Articles of
Association of the Company.
Other confirmations
265There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on the Issue or this Draft Red Herring Prospectus.
No Directors or KMPs of our Company are appointed pursuant any inter-se agreement/agreement to which our
Company or any of its Promoters or Shareholders are a party to.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel and
Directors.
There is no conflict of interest between the lessor of immovable properties which are crucial for operations of our
Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Group Company and their
Directors.
Details of guarantees given to third parties by the Promoters offering Equity Shares in the offer for sale
This is a fresh issue of Equity Shares and our Promoters are not offering their Equity Shares in the Issue.
266OUR MANAGEMENT
Board of Directors
In terms of our Articles of Association and subject to the provisions of the Companies Act, our Board shall
comprise of not less than three (3) Directors and not more than fifteen (15) Directors, provided that the Company
may appoint more than fifteen Directors after passing a special resolution in a general meeting.
As on the date of this Draft Red Herring Prospectus, we have seven (7) directors on our Board, comprising of
three (3) Whole-time Directors, one (1) Non-executive Director and three (3) Non-executive Independent
Directors including one (1) Woman Independent Director. The present composition of our Board of Directors and
its committees are in accordance with the Companies Act, 2013, and SEBI Listing Regulations.
The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus:
Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
George Joseph Chairman and Non-Executive Indian Companies
Independent Director
Date of birth: April 26, 1949 Listed Company
Age (years): 76
• Muthoot Finance Limited.
Address: Melazhakath House
• Popular Vehicles and
Alanickal Estate Road, Arakulam P
O, Idukki – 685 591, Kerala, India Services Limited.
Occupation: Professional Private Company
Term: For a period of 3 (Three)
• Prabal Motors Private
years with effect from October 1,
Limited
2025 till September 30, 2028 and
not be liabte to retire by rotation
Foreign Companies
Period of directorship: Since
October 1, 2025 Nil
DIN: 00253754
Kochouseph Thomas Whole-time Director Indian Companies
Chittilappilly
K Chittilappilly Foundation
Date of birth: December 29, 1950 (Section 8 Company)
Age (years): 75 Foreign Companies
Address: Chittilappilly House, Bye Nil
Pass Road, Opposite - Ahalya Eye
Hospital, Vennala, Ernakulam –
682 028, Kerala, India
Occupation: Business
Term: For a period of 3 (three)
years with effect from October 1,
2025 till September 30, 2028
267Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
Period of directorship: Since
September 1, 2010
DIN: 00020512
Bijoy Ambattu Bahuleyan Whole-Time Director Indian Companies
Date of birth: March 18, 1975 Nil
Age (years): 50 Foreign Companies
Address: 04-B, Mon Paradise, Nil
Sahrudaya Road, Near Indian
Bank, Eroor South P O, Ernakulam
– 682 306, Kerala
Occupation: Service
Term: For a period of 5 (five) years
with effect from October 1, 2025,
till September 30, 2030
Period of directorship: Since
September 1, 2023
DIN: 10279582
Kurian Thomas Whole-Time Director Indian Companies
Date of birth: April 10, 1976 Nil
Age (years): 49 Foreign Companies
Address: Vengathanam House, Nil
Florican Road, Karaparamba
Kozhikode – 673 010, Kerala, India
Occupation: Service
Term: For a period of 5 (five) years
with effect from October 1, 2025,
till September 30, 2030
Period of directorship: Since
September 1, 2023
DIN: 10279590
Jayaraj Balakrishnan Non-Executive Director Indian Companies
Date of birth: August 28, 1956 K Chittilappilly Foundation
(Section 8 Company)
Age (years): 69
Foreign Companies
Address: Jayahari Indira Junction,
Padamugal, Vazhakkala, Nil
Kakkanad, Ernakulam – 682 030,
268Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
Kerala, India
Occupation: Service
Term: From April 1, 2024, liable to
retire by rotation and re-
appointment.
Period of directorship: Since
September 1, 2010
DIN: 00027479
Saraladevi Mecheriparambil Non-Executive Independent Indian Companies
Director
Date of birth: September 24, 1956 Unlisted Public Company
Age (years): 69 • Maxvalue Credits and
Investments Limited
Address: Nandanam, YMJ Road,
Palarivattom S. O, Ernakulam –
Foreign Companies
682 025, Kerala, India
Nil
Occupation: Professional
Term: For a period of 3 (Three)
years with effect from October 1,
2025, till September 30, 2028 and
not liable to retire by rotation
Period of directorship: Since
October 1, 2025
DIN: 08417393
Varriam Kandi Vijayakumar Non- Executive Independent Indian Companies
Director
Date of birth: November 13, 1954 Private Company
Age (years): 71
• Invest Inn Private Limited.
Address: Nameela
Unlisted Public Company
Thrikkumarakudam Road
Ayyanthole, Thrissur, Ayyanthole
– 680 003, Kerala, India • Trichur Heart Hospital
Limited.
Occupation: Service
• Manappuram Asset Finance
Term: For a period of 3 (Three)
Limited.
years with effect from October 1,
2025, till September 30, 2028 and
Foreign Companies
not liable to retire by rotation
Period of directorship: Since Nil
October 1, 2025
269Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
DIN: 01898943
Brief profiles of our Directors
George Joseph is the Chairman and an Independent Director of our Company. He has been associated with the
Company since October 1, 2025. He has completed his degree in Bachelor of Commerce from University of
Kerala. He is a certified associate of the Indian Institute of Bankers. He has also completed a banking diploma
from the Institute of Bankers, London. He has 40 years of experience in Banking Industries. Previously he was
associated with Syndicate Bank as a chariman and managing director. Currently he is also serving as the
Independent Director of Muthoot Finance Limited, Popular Vehicles and Services Limited and Prabal Motors
Private Limited.
Kochouseph Thomas Chittilappilly is one of the Promoter of our Company and the Whole-Time Director and
Vice Chairman of our Company. He has been associated with the Company since September 1, 2010. He has
completed his degree in Master of Science from the University of Calicut. He has over 48 years of diversified
experience, including more than 15 years in the real estate and amusement park industries, and over 43 years of
experience in the electrical appliances sector. He is the founder of V-Guard Industries Limited and Wonderla
Holidays Limited, both public listed companies. He was awarded the Kerala Sree by the Government of Kerala.
Further, he was also honoured by forbes magazine by listing him in the Asia's 2018 Heroes of Philanthropy. His
roles and responsibilities include strategic direction for the implementation of the growth plans and oversees the
performance of the senior officials of our Comapny. Currently he is also serving as the Director of K Chittilappilly
Foundation.
Bijoy Ambattu Bahuleyan is the Whole-Time Director (Projects and Planning) of our Company. He has been
associated with the Company since January 1, 2011, as a Manager and was appointed to current designation on
September 1, 2023. He has completed a Diploma in Civil Engineering from the State Board of Technical
Education and a Diploma in Construction Management from Annamalai University. Further, he has also
completed his degree in Master of Business Administration (Human Resource Management) from Annamalai
University. He has over 30 years of experiences in the Civil and Construction industry. Previously he was
associated with V-guard Industries Limited, Kunnel Engineers & Contractors Private Limited, Alpha Engineers
and Wonderla Holidays Limited (formerly known as Veega Holidays & Parks Private Limited). His roles and
responsibilities include overseeing the Projects and Planning vertical of the Company, ensuring timely completion
of projects, to implement the cost control measures, safeguarding and effective utilization of the assest and
improve the productivity.
Kurian Thomas is the Whole-Time Director (Marketing and Administration) of our Company. He has been
associated with the Company since August 19, 2019, as Chief Manager – Marketing and Sales and was appointed
to current designation on October 1, 2025. He has completed his degree in Bachelor of Arts from University of
Calicut and Master of Business Administration from Bharathiar University. He has also completed his
Postgraduate Diploma in Small Business Management from Institute of Management in Government and Diploma
in digital Marketing from DIGIMARK Digital Academy. He has received a Certificate of Participation in 10
leadership Development Programmes from Rajagiri Business School, and Executive Development Program from
Universal Potential Talent Optimization Platform. Futher, he has also received the Strategic Digital Marketing
and Analytics certificate from Indian Institute of Management Rohtak. Furthermore, he has completed online
certificate programmne in Real Estate Business Management from Institute of Real Estate and Finance. He has
over 19 years of experience in Sales and Marketing. Previously he was associated MRF Limited, Wonderla
Holidays Limited (formerly known as Veega Holidays & Parks Private Limited), CEAT Limited, JK tyre and
Industries Limited. His roles and responsibilities include but are not limited to formulating and implementing
effective marketing strategies, strengthening brand positioning and visibility through digital, print, and on-ground
marketing campaigns and fostering innovation approaches to customer engagement and operational management.
Jayaraj Balakrishnan is the Non-Executive Director of our Company. He has been associated with the Company
since September 1, 2010, as a Director and was appointed to current designation on April 1, 2024. He has
completed his degree in Bachelor of Commerce from the University of Kerala. He has over 39 years of overall
270experience, including more than14 years of experience in the real estate industry. He has also served on the Board
of Directors of V-Guard Industries Limited and Wonderla Holidays Limited. Currently, he is also serving as the
director of K Chittilappilly Foundation.
Saraladevi Mecheriparambil is the Independent Director of our Company. She has been associated with the
Company since October 1, 2025. She has completed her degree in Bachelor of Arts in Economics from University
of Calicut. She is also a Certified Associate of Indian Institute of Bankers. She has over 37 years of experience in
the banking industry. Previously she was associated with Canara Bank. Currently she is also serving as the
Independent Director of Maxvalue Credits and Investments Limited.
Varriam Kandi Vijayakumar is the Independent Director of our Company. He has been associated with the
Company since October 1, 2025. He has completed his degree in Master of Arts from University of Calicut. He
has also completed his degree in Doctor of Philosophy in Economics from University of Calicut. He has over 15
years of experience in the field of financial services. Currently he is also serving as Chief Investment Strategist in
Geojit Investment Limited.
Relationship between Directors and Key Managerial Personnel or Senior Management
None of our Directors, Key Managerial Personnel and Senior Management are related to each other.
Confirmation
None of our Directors is or was a director of any listed company whose shares have been or were suspended from
being traded on any stock exchanges in India during the term of their directorship in such companies, in the last
five years preceding the date of this Draft Red Herring Prospectus.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchanges, during the term of their directorship in such Companies.
None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other
company which is debarred from accessing the capital market by the Securities and Exchange Board of India.
Terms of appointment of our Executive Directors
Kochouseph Thomas Chittilappilly, Whole-time Director
The following table sets forth the terms of appointment of Kochouseph Thomas Chittilappilly with effect from
October 1, 2025 for period of 3 years upto September 30, 2028.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Kochouseph Thomas Chittilappilly shall be entitled to gross salary amounting to
₹ 3.50 lakhs per month (with an annual revision not exceeding 15% in monthly
gross salary payable)
2. Other Benefits 1. Commission
Not exceeding 1% of the net profits of the Company computed in
accordance with the provisions of Section 198 of the Companies Act, 2013.
2. Provision of car with driver
The Company shall provide a car with driver for official and for personal
use which shall be billed by the Company.
3. Medical Insurance Policy and Premium
The Company shall extend medical insurance, and the annual premium
payable shall not exceed 5% of the annual salary
271Bijoy Ambattu Bahuleyan, Whole-Time Director
The following table sets forth the terms of appointment of Bijoy Ambattu Bahuleyan with effect from October 1,
2025 for period of 5 years upto September 30, 2030.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Bijoy Ambattu Bahuleyan shall be entitled to gross salary amounting to ₹3.64
lakhs per month (which includes house rent allowance, conveyance allowances,
personal allowance and telephone allowance, with an annual revision not
exceeding 15% in monthly gross salary payable)
2. Other Benefits 1. Medical Benefit
Premium towards mediclaim policy for self and family and personal
accident insurance as per Company policy.
2. Leave Travel Allowance
For self and family, once in a year incurred in accordance with the rules of
the Company.
3. Gratuity
Gratuity payable at a rate not exceeding half a month’s salary for each
completed year of service.
4. Encashment of Leave
Unavailed leave can be encashed as per the rules of the Company.
5. Contribution to Provident Fund/ Superannuation/ Kshemanidhi
Contribution to provident fund, superannuation fund and/ or Kshemanidhi
as per the rules of the Company.
Kurian Thomas, Whole-Time Director
The following table sets forth the terms of appointment of Kurian Thomas with effect from October 1, 2025 for
period of 5 years upto September 30, 2030.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Kurian Thomas shall be entitled to gross salary amounting to ₹ 4.04 Lakhs per
month (which includes house rent allowance, conveyance allowances, personal
allowance/NPS and telephone allowance, with an annual revision not exceeding
15% in monthly gross salary payable)
2. Other Benefits 1. Medical Benefit
Premium towards mediclaim policy for self and family and personal
accident insurance as per Company policy.
2. Leave Travel Allowance
For self and family, once in a year incurred in accordance with the rules of
the Company.
3. Gratuity
Gratuity payable at a rate not exceeding half a month’s salary for each
completed year of service.
4. Encashment of Leave
Unavailed leave can be encashed as per the rules of the Company.
5. Contribution to Provident Fund/ Superannuation/Kshemanidhi
Contribution to provident fund, superannuation fund and/ or Kshemanidhi
as per the rules of the Company.
Terms of appointment of our Non-executive Directors (including Independent Directors)
Except as stated below, our Non-executive Directors are not entitled to receive any remuneration or compensation
from our Company.
272Pursuant to the Board resolution dated September 25, 2025, each Non-executive Directors are entitled to receive
sitting fees of ₹60,000/- per meeting for attending meetings of the Board, ₹40,000 per meeting for attending
meetings of the audit committee of the Board of Directors and ₹30,000/- for attending meetings of other
committees of the Board of Directors.
Our Company, pursuant to Board resolution dated September 25, 2025 and Shareholders’ resolution dated
September 30, 2025, may also pay a commission of up to 1% of net profits of our Company to its Non-Executive
Directors for period of three years with effect from Fiscal 2026.
The details of payments (including sitting fees, salaries, commission and perquisites) and professional fees,
paid to our Non-executive Directors (including Independent Directors) during Fiscal 2025
Our Company has not made any payments (including sitting fees, salaries, commission and perquisites) and
professional fees to the Non-executive Directors for the Fiscal 2025.
Compensation of Whole-time Director/ Compensation of Managing Directors
The details of the Remuneration paid to our Executive Directors in the Fiscal 2025 is set out as below:
(₹ in Lakhs)
Name of the Remuneration/ Sitting Fees Commission/ Perquisites Total
Director Salary Professional Remuneration
fee
Kochouseph 42.00 - 28.26 - 70.26
Thomas
Chittilappilly*
Bijoy Ambattu 39.40 - - - 39.40
Bahuleyan*
Kurian Thomas* 43.04 - - - 43.04
*The Directors are also KMPs
Bonus or profit-sharing plan for the Directors
None of our Directors are entitled to any bonus (excluding performance-linked incentive to our Whole-Time
Directors, which is part of their remuneration) or profit-sharing plans of our Company.
Contingent and/or deferred compensation payable to our Whole-time Director
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to
our Directors, which does not, form part of their remuneration.
Remuneration paid or payable to our Directors from our Subsidiaries or Associate Companies
Our Company does not have any Subsidiaries or Associate Companies as on date of this Draft Red Herring
Prospectus.
Arrangement or understanding with major Shareholders, customers, suppliers or others pursuant to which
our directors were selected as a director or member of Senior Management
None of our Directors have been appointed on our Board or as member of Senior Management pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others.
Shareholding of our Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares.
The details of shareholding of our Directors as on the date of this Draft Red Herring Prospectus is set out below.
273Sr. Name of the Shareholder Number of Equity Shares Percentage of the Equity
No. Share capital (%)
1. K ochouseph Thomas Chittilappilly 2,26,98,500 67.25
2. B ijoy Ambattu Bahuleyan 1,69,000 0.50
3. K urian Thomas 1,56,000 0.46
4. J ayaraj Balakrishnan 1,29,500 0.38
Service contracts with Directors
As on the date of filing of this Draft Red Herring Prospectus, other than the statutory benefits available to the
Executive Directors, our Company has not entered into any service contracts with the Directors pursuant to which
they are entitled to any benefits upon termination of employment.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the suppliers of raw materials and third-party service providers of the
Company and the Directors of our Company.
Conflict of interest between the lessor of the immovable properties of the Company
Except as disclosed in “Restated Financial Information – Note 37– Related Party Transactions” on page 358,
there is no conflict of interest between the lessor of the immovable properties of the Company and the Directors
of our Company.
Appointment of relatives of our Directors to any office or place of profit
As on the date of this Draft Red Herring Prospectus, none of the relatives of our Directors hold any office or place
of profit in our Company.
Interest of Directors
Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if
any, payable to them as well as sitting fees, if any, payable to them for attending meetings of our Board or
committees thereof, and any commission payable to them.
(i) Interest in property
Except for the property purchased by our Company from K Chittilappilly Foundation vide sale deed
dated September 29, 2025, situated at Re-Sy. No. 327/11-2 in Block No. 8 of Vazhakkala Village,
Kanayannur Taluk, Ernakulam District, Kerala. Our Directors have no interest in any property acquired
by our Company, or proposed to be acquired by our Company, or in any transaction for acquisition of
land, construction of buildings and supply of machinery.
(ii) Business interest
Except as stated in the sections titled “Restated Financial Information – Note 37– Related Party
Transactions” on page 358
(iii) Payment of benefits (non-salary related)
Except as disclosed in this “Restated Financial Information – Note 37– Related Party Transactions”
on page 358, no amount or benefit has been paid or given within the two years preceding the date of this
Draft Red Herring Prospectus or is intended to be paid or given to any of our Directors except the normal
remuneration for services rendered as Directors.
(iv) Loans to Directors
Except as disclosed in “Restated Financial Information – Note 37– Related Party Transactions” on
274page 358, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of
our Company.
(v) Interest in promotion or formation of our Company
Except for Kochouseph Thomas Chittilappilly who is a Promoter of our Company, our Directors have
no interests in the promotion of our Company as on the date of this Draft Red Herring Prospectus. In
addition, Directors may also be interested to the extent of Equity Shares held by them and their relatives,
and to the extent of any dividend paid to them. For details of the Directors’ shareholding in our Company,
see “Our Management – Shareholding of Directors in our Company” on page 273.
Changes in our Board during the last three years
The changes in our Board of our Company during the last three years till the date of this Draft Red Herring
Prospectus are set forth below.
Name of Director Date of Change Nature of Event Reasons
Bijoy Ambattu Bahuleyan September 1, 2023 Appointment as Whole-Time Appointment
Director
Kurian Thomas September 1, 2023 Appointment as Whole-Time Appointment
Director
Kizhakkayil Vijayan March 31, 2025 Cessation as Director Personal reasons
Sheela Grace Kochouseph March 31, 2025 Cessation as Director Personal reasons
George Joseph October 1, 2025 Appointment as a Non- Appointment
executive Independent
Director
Saraladevi October 1, 2025 Appointment as a Non- Appointment
Mecheriparambil executive Independent
Director
Varriam Kandi October 1, 2025 Appointment as a Non- Appointment
Vijayakumar executive Independent
Director
*Does not include change in designation
Borrowing Powers of our Board
In accordance with the applicable provisions of the Companies Act and our Articles of Association and pursuant
to our Board resolution and the special resolution passed by our shareholders dated September 25, 2025 and
September 30, 2025, respectively, our Board is authorized to borrow from time to time any sum or sums of money,
where the money / monies to be borrowed, together with the monies already borrowed by our Company (apart
from temporary loans obtained from our Company’s bankers in the ordinary course of business) may exceed the
aggregate of our Company’s paid-up share capital, free reserves and securities premium, but the total amount that
may be borrowed by the Board and outstanding at any point of time shall not exceed ₹1,00,000.00 lakhs.
Other Confirmation
None of our Directors have been declared as Wilful Defaulters and Fraudulent Borrower as defined under the
SEBI ICDR Regulations.
Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation
2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under
Section 12 of the Fugitive Economic Offenders Act, 2018.
Our Directors are not interested as a member in any firm or company which has any interest in our Company.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to
the firms, trusts or companies in which they are interested as a member by any person either to induce such director
to become, or to help such director to qualify as a Director, or otherwise for services rendered by him / her or by
275the firm or company in which he / she is interested, in connection with the promotion or formation of our
Company.
Details of struck-off companies in which at the time of struck off the director were associated during the
last three years
None of our Directors have been directors of struck-off Companies in which, at the time of, strike off, the directors
were associated.
Corporate Governance
As on the date of this Draft Red Herring Prospectus, we have seven (7) directors on our Board, comprising of
three (3) Whole-time Directors, and one (1) Non-executive Director and three (3) Non-executive Independent
Directors including one (1) Woman Independent Director.
The present composition of our Board and its committees is in accordance with the corporate governance
requirements provided under the Companies Act, 2013 and the SEBI Listing Regulations in relation to the
composition of our Board and constitution of committees thereof. Our Company undertakes to take all necessary
steps to continue to comply with all applicable requirements of the SEBI Listing Regulations and the Companies
Act.
Board committees
Our Board has constituted following committees in accordance with the requirements of the Companies Act and
SEBI Listing Regulations:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders Relationship Committee;
d) Risk Management Committee;
e) IPO Committee and;
f) Corporate Social Responsibility Committee.
Details of each of these committees are as follows:
Audit Committee
The Audit Committee was constituted pursuant to a meeting of our Board held on November 20, 2025
The Audit Committee currently consists of:
a) George Joseph (Chairperson);
b) Saraladevi Mecheriparambil (Member);
c) Varriam Kandi Vijayakumar (Member) and
d) Kurian Thomas (Member)
Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee.
The scope, functions and the terms of reference of the Audit Committee is in accordance with the Section 177 of
the Companies Act, 2013 and Regulation 18 (3) Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Schedule II Part C.
A. Powers of Audit Committee
1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary; and
5. Such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
276B. The role of the audit committee shall include the following
1. Oversight of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees;
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
4. Formulation of a policy on related party transactions, which shall include materiality of related party
transactions;
5. Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
6. Examining and reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director’s responsibility statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.
7. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
8. 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 utilized 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 or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
9. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
10. Approval of 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
the 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.
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the Company, wherever it is necessary;
13. Evaluation of internal financial controls and risk management systems;
14. reviewing with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
15. 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;
16. Discussion with internal auditors of any significant findings and follow up there on;
17. 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;
18. 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;
19. 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;
20. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
members (in case of non-payment of declared dividends) and creditors;
27721. Reviewing the functioning of the whistle blower mechanism;
22. Monitoring the end use of funds raised through public Issues and related matters;
23. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases;
24. Approval of appointment of chief financial officer (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;
25. Reviewing the utilization of loans and/or advances from / investment by the holding company in the
subsidiary exceeding ₹ 1,000,000,000/- or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing;
26. Carrying out any other functions required to be carried out as per the terms of reference of the Audit
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when
amended from time to time;
27. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its members; and
28. To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for
internal control under the said regulations are adequate and are operating effectively;
29. Approve all related party transactions and subsequent material modifications;
30. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders
31. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable
provisions.
Further, the Audit Committee shall mandatorily review the following:
(a) Management discussion and analysis of financial condition and results of operations;
(b) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(c) Internal audit reports relating to internal control weaknesses; and
(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the Audit Committee;
(e) Statement of deviations in terms of the SEBI Listing Regulations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of
Regulation 32(1) of the SEBI Listing Regulations; and
b. 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.
(f) Review the financial statements, in particular, the investments made by any unlisted subsidiary.
Nomination and Remuneration Committee:
The Nomination and Remuneration committee was constituted by a resolution of our Board dated November 20,
2025.
The Nomination and Remuneration Committee currently consists of:
a) Varriam Kandi Vijayakumar (Chairman);
b) Saraladevi Mecheriparambil (Member);
c) George Joseph (Member); and
d) Jayaraj Balakrishnan (Member)
Further, the Company Secretary of our Company shall act as the secretary to the Nomination and Remuneration
Committee.
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance
with the Section 178 of the Companies Act, 2013 read with Regulation 19 and Schedule II Part D (A) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
278terms of reference of Nomination and Remuneration Committee shall include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”)
a policy relating to the remuneration of the directors, key managerial personnel and other employees
(“Remuneration Policy”).
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;
(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-term and long-term performance objectives
appropriate to the working of the Company and its goals.
2. Formulation of criteria for evaluation of performance of independent directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed as senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal and carrying out effective evaluation of performance of Board, its committees and individual
directors (including independent directors) to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its implementation and
compliance;
5. Analysing, monitoring and reviewing various human resource and compensation matters;
6. Deciding whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;
7. 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;
8. Recommending to the board, all remuneration, in whatever form, payable to senior management and
other staff, as deemed necessary;
9. Reviewing and approving the Company’s compensation strategy from time to time in the context of the
then current Indian market in accordance with applicable laws;
10. 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, if applicable;
11. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and
b. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and
its employees, as applicable.
12. Administering monitoring and formulating detailed terms and conditions the employee stock option
scheme/ plan approved by the Board and the members of the Company in accordance with the terms of
such scheme/ plan (“ESOP Scheme”), if any;
13. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of
the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or
rescinding rules and regulations relating to the administration of the ESOP Scheme;
14. Perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by
any other applicable law or regulatory authority.
15. 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
279identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. Consider the time commitments of the candidates.
16. Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when
amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted pursuant to a meeting of our Board held on November
20, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 (5) of the Companies Act,
2013 and Regulation 20 and Schedule II Part D (B) of the SEBI Listing Regulations.
The Stakeholders’ Relationship Committee currently consists of:
a) Varriam Kandi Vijayakumar (Chairman);
b) George Joseph (Member);
c) Bijoy Ambattu Bahuleyan (Member); and
d) Kurian Thomas (Member)
Further, the Company Secretary of our Company shall act as the secretary to the Stakeholders’ Relationship
Committee
Role of Stakeholders’ Committee
The role of Stakeholder Relationship Committee, together with its powers, is as follows:
1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders
and other security holders;
2. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer / transmission of shares or debentures, including non-receipt of share or debenture certificates
and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
3. Review of measures taken for effective exercise of voting rights by members;
4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;
5. 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;
6. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the registrar and share transfer agent of the Company and to recommend measures for
overall improvement in the quality of investor services;
7. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the members of the company; and
8. 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.
Risk Management Committee
The Risk Management Committee was constituted pursuant to a meeting of our Board held on November 20,
2025.
The Risk Management Committee is in compliance with Regulation 21 and Schedule II Part D (C) of the SEBI
Listing Regulations).
280The Risk Management Committee currently consists of:
a) Saraladevi Mecheriparambil (Chairman);
b) Kochouseph Thomas Chittilappilly (Member);
c) Bijoy Ambattu Bahuleyan (Member); and
d) Kurian Thomas (Member)
Further, the Company Secretary of our Company shall act as the secretary to the Risk Management Committee.
Role of Risk Management Committee
The role of Risk Management Committee, together with its powers, is as follows:
1. To review and assess the risk management system and policy of the Company from time to time and
recommend for amendment or modification thereof;
2. To implement and monitor policies and/or processes for ensuring cyber security;
3. To frame, devise and monitor detailed risk management plan and policy of the Company which shall
include:
a. A framework for identification of internal and external risks specifically faced by the listed
entity, in particular including financial, operational, sectoral, sustainability (particularly ESG
related risks), information, cyber security risks, or any other risk as may be determined by the
Committee.
b. Measures for risk mitigation including systems and processes for internal control of identified
risks.
c. Business Continuity Plan
4. To review and recommend potential risk involved in any new business plans and processes;
5. To review the Company’s risk-reward performance to align with the Company’s overall policy
objectives;
6. Monitor and review regular updates on business continuity;
7. 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.
8. Advise the Board with regard to risk management decisions in relation to strategic and operational
matters such as corporate strategy; and
9. Performing such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law
or by any other regulatory authority.
10. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the company;
11. To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
12. To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
13. To keep the Board of Directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
14. To review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any).
15. Coordination of activities with other committee, in instances where there is any overlap with the activities
of such committees as per the framework laid down by the Board of Directors.
IPO Committee
The IPO Committee was constituted by a meeting of our board held on November 20, 2025.
The members of the IPO Committee are:
a) Jayaraj Balakrishnan, (Chairman);
b) Bijoy Ambattu Bahuleyan (Member); and
c) Kurian Thomas (Member)
281Role of IPO Committee
The role of IPO Committee in relation to the Issue, is as follows:
a. To decide, negotiate and finalize, in consultation with the book running lead manager(s) appointed in
relation to the Issue (“BRLM”), on the size, timing (including opening and closing dates), pricing and all
the terms and conditions of the Issue and transfer of the Equity Shares pursuant to the Issue, including
without limitation the number of the Equity Shares to be issued or Issued pursuant to the Issue (including
any reservation, green shoe option and any rounding off in the event of any oversubscription), price and
any discount as allowed under applicable laws that may be fixed, price band, allocation/allotment to
eligible persons pursuant to the Issue, including any anchor investors, any rounding off in the event of
any oversubscription, to permit existing shareholders to sell any Equity Shares held by them, determined
in accordance with the applicable law, and to accept any amendments, modifications, variations or
alterations thereto;
b. To appoint, instruct and enter into arrangements with the BRLM and in consultation with BRLM, appoint
and enter into agreements with intermediaries, including underwriters to the Issue, syndicate members
to the Issue, brokers, bankers to the Issue including escrow collection banks and sponsor banks, auditors,
independent chartered accountants, industry expert, depositories, custodians, registrar to the Issue, legal
advisor, advertising agency(ies), printers and any other agencies or persons or intermediaries (including
any replacements thereof) to the Issue whose appointment is required in relation to the Issue and to
negotiate and finalise the terms of their appointment, including but not limited to execution of the
engagement letter with the BRLM, negotiation, finalisation and execution of the Issue agreement with
the BRLM, etc and the underwriting agreement with the underwriters, syndicate agreement, cash escrow
and sponsor bank agreement, share escrow agreement, agreements with the monitoring agency, registrar
to the Issue and the advertising agency(ies) and all other agreements, documents, deeds, memorandum
of understanding, engagement letters and other instruments whatsoever, any amendment(s) or addenda
thereto or other instruments for such purpose, to remunerate all such intermediaries/agencies including
the payments of commissions, brokerages, etc. and to terminate any agreements or arrangements with
such intermediaries/ agents;
c. To negotiate, finalise, settle, execute, terminate, amend and, deliver or arrange the delivery of the Issue
agreement, syndicate agreement, monitoring agency agreement, cash escrow and sponsor bank
agreement, underwriting agreement, share escrow agreement, agreements with the registrar to the Issue
and the advertising agency(ies) and all other documents, deeds, agreements, memorandum of
understanding and other instruments whatsoever with the registrar to the Issue, legal advisor, auditors,
stock exchange(s), BRLM and any other agencies/intermediaries in connection with the Issue with the
power to authorise one or more officers of the Company to negotiate, execute and deliver all or any of
the aforesaid documents;
d. To approve the relevant restated financial statements to be issued in connection with the Issue;
e. To finalise, settle, approve and adopt, deliver and arrange for, in consultation with the BRLM, submission
of the DRHP, the RHP, the Prospectus, the abridged prospectus (including amending, varying or
modifying the same, as may be considered desirable or expedient), confirmation of allocation notes and
application forms, the preliminary and final international wrap and any amendments, supplements,
notices, addenda or corrigenda thereto, for the Issue and take all such actions in consultation with the
BRLM as may be necessary for the submission and filing of these documents including incorporating
such alterations/ corrections/ modifications as may be required by SEBI, RoC, or any other relevant
governmental and statutory authorities;
f. To make applications to, seek clarifications and obtain approvals and seek exemptions from, if necessary,
the Stock Exchanges, the Reserve Bank India, SEBI, RoC or any other statutory or governmental
authorities in connection with the Issue as required by applicable law, and to accept, on behalf of the
Board, such conditions and modifications as may be prescribed or imposed by any of them while granting
such approvals, exemptions, permissions and sanctions and, wherever necessary, incorporate such
modifications / amendments / alterations / corrections as may be required in the DRHP, RHP and
Prospectus;
g. To approve any corporate governance requirements, code of conduct for the Board, officers and other
employees of the Company that may be considered necessary by the Board or the IPO Committee or as
may be required under the Applicable Laws or the listing agreement to be entered into by the Company
with the Stock Exchanges;
h. To finalize and arrange for the submission of the DRHP to be submitted to SEBI and the Stock Exchanges
282for receiving comments, the RHP and the Prospectus (including amending, varying or modifying the
same, as may be considered desirable or expedient) to be filed with the RoC, the preliminary and final
international wrap and any corrigendum, amendments and supplements thereto;
i. To take all actions as may be necessary and authorised in connection with the Issue for Sale and to
approve and take on record the approval for Issuing their Equity Shares in the Issue for Sale and the
transfer of Equity Shares in the Issue for Sale;
j. To issue notices or advertisements in such newspapers and other media as it may deem fit and proper in
consultation with the relevant intermediaries appointed for the Issue and in accordance with the SEBI
ICDR Regulations, Companies Act, 2013, as amended and other applicable laws;
k. To decide the total number of Equity Shares to be reserved for allocation to eligible categories of
investors, if any;
l. To seek, if required, the consent and waivers of the lenders to the Company and its subsidiaries, as
applicable, parties with whom the Company has entered into various commercial and other agreements
including, without limitation, industry data providers, customers, suppliers, strategic partners of the
Company, all concerned government and regulatory authorities in India or outside India, and any other
consents that may be required in relation to the Issue or any actions connected therewith;
m. To open and operate demat account of the Company in terms of the share escrow agreement and the bank
account(s) of the Company in terms of the cash escrow and sponsor bank agreement for handling of
refunds for the Issue and to authorise one or more officers of the Company to execute all
documents/deeds as may be necessary in this regard;
n. To determine the amount, the number of Equity Shares, terms of the issue of the equity shares, the
categories of investors for the Pre-IPO Placement, if any including the execution of the relevant
documents with the investors, in consultation with the BRLM, and rounding off, if any, in the event of
oversubscription and in accordance with Applicable Laws;
o. To determine and finalise the bid opening and bid closing dates (including bid opening and bid closing
dates for anchor investors), the floor price/price band for the Issue (including Issue price for anchor
investors), approve the basis of allotment and confirm allocation/allotment of the equity shares to various
categories of persons as disclosed in the DRHP, RHP and Prospectus, in consultation with the BRLM)
and do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the
Issue including any alteration, addition or making any variation in relation to the Issue;
p. all actions as may be necessary in connection with the Issue, including extending the Bid/Issue period,
revision of the price band, in accordance with the Applicable Laws;
q. To do all such acts, deeds, matters and things and execute all such other documents, etc., as it may, in its
absolute discretion, deem necessary or desirable for the Issue, in consultation with the BRLM, including
without limitation, determining the anchor investor portion and allocation to anchor investors, finalising
the basis of allocation and allotment of Equity Shares to the successful allottees and credit of Equity
Shares to the demat accounts of the successful allottees in accordance with Applicable Laws;
r. To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode
representing the underlying Equity Shares and to provide for the tradability and free transferability
thereof as per market practices and regulations, including listing on one or more stock exchange(s), with
power to authorise one or more officers of the Company to sign all or any of the aforementioned
documents;
s. To make applications to the Stock Exchanges for in-principle and final approval for listing of its equity
shares and to execute and to deliver or arrange the delivery and file such papers and documents with the
Stock Exchanges, including a copy of the DRHP filed with the Securities Exchange Board of India, as
may be required for the purpose;
t. To make applications for listing of the Equity Shares on one or more recognised stock exchange(s) and
to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock
exchange(s) and to take all such other actions as may be necessary in connection with obtaining such
listing, including, without limitation, entering into the listing agreements;
u. To do all such deeds and acts as may be required to dematerialise the Equity Shares of the Company and
to sign and/or modify, as the case may be, agreements and/or such other documents as may be required
with National Securities Depository Limited, Central Depository Services (India) Limited, registrar and
transfer agents and such other agencies, as may be required in this connection with power to authorise
one or more officers of the Company to execute all or any of the aforementioned documents;
v. To authorise and approve, in consultation with the BRLM, the incurring of expenditure and payment of
fees, commissions, brokerage, remuneration and reimbursement of expenses in connection with the
Issue;
283w. To authorise and approve notices, advertisements in relation to the Issue in consultation with the relevant
intermediaries appointed for the Issue in accordance with the SEBI ICDR Regulations and other
applicable laws;
x. To settle any question, difficulty or doubt that may arise in connection with the Issue including the issue
and allotment of the Equity Shares as aforesaid in consultation with the BRLM and to further delegate
the powers conferred hereunder subject to such restrictions and limitations as it may deem fit and in the
interest of the Company and to the extent allowed under applicable laws and to do all such acts and deeds
in connection therewith and incidental thereto, as the Committee may in its absolute discretion deem fit;
y. To execute and deliver and/or to authorise and empower officers of the Company (each, an “Authorised
Officer”) for and on behalf of the Company to execute and deliver, any and all other documents or
instruments and doing or causing to be done any and all acts or things as the IPO Committee and/or
Authorised Officer may deem necessary, appropriate or advisable in order to carry out the purposes and
intent of the foregoing or in connection with the Issue and any documents or instruments so executed
and delivered or acts and things done or caused to be done by the IPO Committee and/or Authorised
Officer shall be conclusive evidence of the authority of the IPO Committee and/or Authorised Officer
and Company in so doing.
z. To withdraw the DRHP or the RHP or not to proceed with the Issue at any stage, if considered necessary
and expedient, in accordance with Applicable Laws.
aa. To submit undertakings/certificates or provide clarifications to the Securities Exchange Board of India
and the Stock Exchanges where the Equity Shares of the Company are proposed to be listed.
bb. To delegate any of its powers set out hereinabove, as may be deemed necessary and permissible under
Applicable Laws to the officials of the Company.
cc. To take all other actions as may be necessary in connection with the Issue.
Corporate Social Responsibility Committee
The CSR Committee was constituted by a resolution of our Board dated August 29, 2016, and reconstituted on
November 20, 2025 and is in compliance with the Section 135 of the Companies Act, 2013.
The current constitution of the CSR Committee is as follows:
a) Jayaraj Balakrishnan (Chairperson);
b) Bijoy Ambattu Bahuleyan (Member); and
c) Saraladevi Mecheriparambil (Member).
The terms of reference of the Corporate Social Responsibility Committee shall include the following:
(i) Formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013
and the rules made thereunder, as amended, monitor the implementation of the same from time to time,
and make any revisions therein as and when decided by the Board;
(ii) Identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(iii) Review and recommend the amount of expenditure to be incurred on the activities referred to in clause
(i) and the distribution of the same to various corporate social responsibility programs undertaken by the
Company;
(iv) Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
(v) 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;
(vi) Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board, from time to time; and
(vii) 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.
In addition to the above detailed Statutory Committees, our Company has also formed internal committees such
as executive committee for undertaking day to day affairs.
284Management Organization Structure:
Varun Saranga Kumar
Chief Financial Officer
Kochouseph Thomas
Chittilappilly
Whole-Time Director Akshay Anand T S
Company Secretary and
Compliance Officer
Rajaram R
Bijoy Ambattu Bahuleyan
Assitant General Manager -
Whole-time Director
Projects
Giri S Nair
General Manager -Customer
Relations and Project
Support
s
r
o
tc Kurian Thomas Abhinand S Vijay
e
r
iD Whole-time Director Manager –Legal Operations
fo
d
r a George Joseph Sandeep Lal K R
o
B Non-Executive Independent Senior Manager-Marketing and
Director and Chairman Sales Process
Jayaraj Balakrishnan
Non-Executive Director
Saraladevi Mecheriparambil
Independent Director
Varriam Kandi Vijayakumar
Independent Director
Key Managerial Personnel and Senior Management
Key Managerial Personnel
Other than, Kochouseph Thomas Chittilappilly, Bijoy Ambattu Bahuleyan and Kurian Thomas who are Whole-
time Director, whose details are provided hereinabove, the details of our Key Managerial Personnel, as on the
date of this Draft Red Herring Prospectus are set forth below.
Brief Profiles of the Key Managerial Personnel
Akshay Anand T S is the Company Secretary and Compliance Officer of our Company. He has been associated
with the Company since June 9, 2025 and was appointed as a Company Secretary and Compliance officer on
September 25, 2025. He is an associate member of the Institute of Company Secretaries of India. He has over 3
years of experience in the field of secretarial compliance. He was previously associated as Assistant Company
Secretary with ICL Fincorp Limited and as a Company Secretary and Chief Compliance Officer with Muthoot
Vehicle & Assest Finance Limited. His roles and responsibilities include ensuring Compliance, advising the Board
of Directors, maintaining statutory registers, co-ordinating with statutory, legal and regulatory authorities. He has
not received any remuneration from the Company in Fiscal 2025.
Varun Saranga Kumar is the Chief Financial Officer of our Company and has been associated with the Company
since November 1, 2021 as Senior Manager- Finance and Investments and promoted to current designation of
CFO on September 25, 2025. He has completed his Bachelor of Commerce from the Indira Gandhi National Open
University. He is an associate member the Institute of Chartered Accountants of India. He has over 9 years of
experience in the field of accountancy and finance. He was previously associated with K Chittilappilly Capital
285Private Limited, BSR & Associates LLP and Walker Chandiok & Co LLP. His roles and responsibilities include
financial control and compliance, fund management, risk management and financial governance and reporting
and documentation. He received a remuneration of ₹ 26.88 lakhs in Fiscal 2025.
Brief Profiles of the Senior Management
In addition to the Chief Financial Officer and the Company Secretary and Compliance Officer of our Company,
whose details are provided in “Our Management – Key Managerial Personnel” on page 285, the details of our
other Senior Management are set out below:
Giri S Nair is the General Manager - Customer Relations & Project Support of our Company and has been
associated with the company since October 9, 2017 as a Senior Manager - MEP. He has completed his Diploma
in Mechanical Engineering from S.S.S. Polytechnic, Parassala from the State Board of Technical Education,
Kerala and Diploma in Industrial Safety Training Engineering from State Board of Techincal Education. He has
also completed Masters of Busniess Administration form Sikkim Manipal University and a certification course
on Environmental Management Systems Lead Auditor conducted by ICRA. He has over 29 years of experience
as a Mechanical Engineering. he was previously associated with Wonderla Holidays Limited. His responsibilities
include oversee all activities under the Customer relations departments, Co-ordinating with project team,
Continuosly monitor and promote safety and environmental practices across all projects sites. He received a
remuneration of ₹24.88 lakh in Fiscal 2025.
Abhinand S Vijay is the Manager – Legal Operations of our Company and has been associated with the Company
since December 1, 2016 as Officer- Legal and was appointed to current designation on April 1, 2025. He has
completed his degree in Master of Law from Cochin University of Science and Technology. He has over 9 years
of experience in the legal field. His roles and responsibilities include performing legal vetting of land documents
and execution of joint development agreements and sale agreements (for acuquisition of land/ development rights)
with landowners, obtaining K-RERA registrations, filing of periodic returns with KRERA and for one- time
building tax returns and registration of sale agreements and sale deeds with customers. He received a
compensation of ₹10.78 lakh in Fiscal 2025.
Sandeep Lal K R is the Senior Manager-Marketing & Sales Process of our Company and has been associated
with the Company since September 1, 2016 as Executive- Marketing and was appointed to current designation on
April 1, 2025. He has completed his degree in Bachelors of Commerce from the Mahatma Gandhi University and
Masters in Business Administration (International Business) from Cochin University of Science and Technology.
He has over 9 years of experience in the field of Sales & Marketing. He was previously associated with ICICI
Bank Limited. His roles and responsibilities include sales management, design and execute marketing strategies,
identifying new markets, customers segments, and potential partnerships to expand the business reach and strategy
and reporting. He received a remuneration of ₹20.51 lakh in Fiscal 2025.
Rajaram R is the Assitant General Manager -Projects of our Company and has been associated with the company
since September 3, 2012 and was appointed to current designation on April 1, 2025. He has completed his diploma
in Civil Engineering from State Board of Technical Education. He has over 23 years of experience in the field of
Civil Construction. He was previously associated with Chakolas Habitat Private Limited and Larsen and Turbo
Limited. His roles and responsibilities include participating in reviewing and to apporving civil/architecture
designs, overseeing multiple construction projects, planning and scheduling the timelines and construction
schedules.He received a remuneration of ₹18.76 lakh in Fiscal 2025.
Status of Key Managerial Personnel and Senior Management
All the Key Managerial Personnel and Senior Management are permanent employees of our Company.
Interest of Key Managerial Personnel and Senior Management
Except as disclosed under “Our Management – Interest of Directors” on page 274, the Key Managerial Personnel
and Senior Management do not have any interest in our Company other than to the extent of the remuneration or
benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred
by them in the ordinary course of business. To the extent of their shareholding and the shareholding of their
relatives. The Key Managerial Personnel and Senior Management may also be deemed to be interested to the
286extent of any dividend payable to them and other distributions in respect of Equity Shares held by them in our
Company.
None of the Key Managerial Personnel or Senior Management have been paid any consideration of any nature
from our Company on whose roles they are employed, other than their remuneration.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
There is no bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management.
Shareholding of Key Managerial Personnel and Senior Management
Except as stated below, none of our Key Managerial Personnel and Senior Management hold any Equity Shares
of our Company, as on the date of filing of this Draft Red Herring Prospectus:
Sr. No. Name of the KMP/SMP No. of Shares held Percentage of the
Equity Share
capital (%)*
1. Kochouseph Thomas Chittilappilly 2,26,98,500 67.25%
2. Bijoy Ambattu Bahuleyan 1,69,000 0.50%
3. Kurian Thomas 1,56,000 0.46%
4. Varun Saranga Kumar 89,500 0.27%
5. Giri S Nair 99,500 0.29%
6. Abhinand S Vijay 45,500 0.13%
7. Sandeep Lal K R 49,500 0.15%
8. Rajaram 93,000 0.28%
* Rounded Off to closest decimal
Changes in Key Managerial Personnel and Senior Management during the last three years
The changes in our Key Managerial Personnel and Senior Management during the last three years till the date of
this Draft Red Herring Prospectus are set forth below.
Name of KMP/SMP Date of change Reason
Varun Saranga Kumar September 25, 2025 Appointed as Chief Financial Officer
Akshay Anand T S September 25, 2025 Appointed as Company Secretary
Relationship amongst Key Managerial Personnel and Senior Management
Except as disclosed in the “Our Management - Relationship between Directors and Key Managerial Personnel
or Senior Management ”, none of our Key Managerial Personnel and Senior Management are related to each
other.
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel and Senior Management have been appointed pursuant to any arrangement
or understanding with our major Shareholders, customers, suppliers or others.
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the suppliers of raw materials and third-party service providers of
Company and the Key Managerial Personnel and Senior Management of our Company.
Conflict of interest between the lessor of the immovable properties of the Company
There is no conflict of interest the between lessor of the immovable properties of the Company and the Key
Managerial Personnel and Senior Management of our Company.
287Payment or benefit to officers of our Company (non-salary related)
No non-salary related amount or benefit has been paid or given to any officer of our Company including Key
Managerial Personnel or Senior Management within the two years preceding the date of filing of this Draft Red
Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior
Management.
Service Contracts with Key Managerial Personnel and Senior Management
No Key Managerial Personnel and Senior Management has entered into a service contract with our Company
pursuant to which they are entitled to any benefits upon termination of employment.
Other than to the extent of the shareholding, if any, remuneration, benefits, interest of receiving dividends on the
Equity Shares, reimbursement of expenses incurred in the ordinary course of business, our Key Managerial
Personnel and Senior Management have no other interest in the equity share capital of the Company.
Except for Abhinand S Vijay, who has obtained an advance from our Company amounting to ₹ 57,000/-, no loans
have been availed by our Key Managerial Personnel and Senior Management from our Company as on the date
of this Draft Red Herring Prospectus.
Attrition of Key Managerial Personnel and Senior Management
The average attrition of Key Managerial Personnel and Senior Management is not high in our Company as
compared to the industry.
Employee Stock Options and Stock Purchase Schemes
As on date of this Draft Red Herring Prospectus, our Company does not have any Employee Stock Options and
other Equity-Based Employee Benefit Schemes.
288OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
Kochouseph Thomas Chittilappilly and K. Chittilappilly Trust are the Promoters of our Company.
As on the date of this Draft Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows:
% of pre-Issue issued, subscribed and
Name of the Promoter No. of Equity Shares
paid-up Equity Share Capital
Kochouseph Thomas 2,26,98,500 67.25
Chittilappilly
K. Chittilappilly Trust 83,50,000 24.74
Total 3,10,48,500 92.00
For further details of build up of the Promoters’ shareholding in our Company, see “Capital Structure – The
aggregate shareholding of the Promoters, Promoter group and Directors of our Corporate Promoter” on page
128.
Details of our individual Promoters
Kochouseph Thomas Chittilappilly
Kochouseph Thomas Chittilappilly, aged 75 years, is one of the
Promoters and is also the Whole-Time Director and Vice Chairman
of our Company.
Permanent Account Number: ABTPK4822C
For his complete profile along with the details of his date of birth,
personal address, educational qualifications, experience in business
or employment, positions / posts held in the past, other directorships
held, special achievements, his business and financial activities,
please see “Our Management” on page 267.
Other ventures promoted:
1. V-Guard Industries Limited
2. Wonderla Holidays Limited
3. K. Chittilappilly Trust
4. K Chittilappilly Foundation
Our Company confirms that the Permanent Account Number, bank account number(s), passport number, Aadhar
Card number and driving license number of Kochouseph Thomas Chittilappilly shall be submitted to the Stock
Exchanges at the time of filing of this Draft Red Herring Prospectus.
Details of our non-individual Promoters
K. Chittilappilly Trust
K. Chittilappilly Trust is an irrevocable private trust set up by Kochouseph Thomas Chittilappilly having its
primary office at Room No. 5-B, XXXV/565 (Old No. XIII/300 E-27), 5th Floor, K. Chittilappilly Tower, Bharat
Matha College Road, Kakkanad, Thrikkakara P.O., Ernakulam – 682 021, Kerala, India.
289Managing Trustee
Managing Trustee of the trust is Kochouseph Thomas Chittilappilly.
Trustees
As on date of this Draft Red Herring Prospectus, the Managing trustee of K. Chittilappilly Trust is Kochouseph
Thomas Chittilappilly, and the Other Trustees are Sheela Grace Kochouseph, Arun K. Chittilappilly, Mithun
Kochouseph Chittilappilly, Jayaraj Balakrishnan, Vinod S M, and Jayasree Kamala
Beneficiaries
The Trust shall be an indeterminate Trust, for the benefit of the charitable entities registered under the relevant
provisions of Income Tax Act, 1961 such as K Chittalappilly Foundation, a company licensed under section 25
of the Companies act 1956, having its registered office at XIII/300 E-27, 5th Floor, K C F Tower, Bharat Matha
College Road, Kakkanadu, Thrikkakara P O, Ernakulam – 682 021, Kerala, India and other similar institutions.
Settlor
The settlor of K. Chittilappilly Trust is Kochouseph Thomas Chittilappilly.
Objects and Purpose
The extracts of the objects from trust deed are as follows:
The Founding principles of the Trust is Charity and Philanthropy by supporting well run institutions engaged in
charity such as relief for poor, the promotion of commerce, enterprise, employment , art, science, sports,
education, research, social welfare, protection of environment, preservation of monuments and place/objects of
historic/ artistic interest and/ or advancement of objects of general public utility.
The object of the Trust is furtherance of the Founding Principles as stated above. To achieve this, the Trust shall
establish a sustainable framework for provision of dedicated and regular financial support and aid to deserving
Beneficiaries, to assist/ facilitate achievement of their philanthropic and charitable objectives.
Our Company confirms that the permanent account number and bank account number of K. Chittilappilly Trust
shall be submitted to the Stock Exchange at the time of filing of this Draft Red Herring Prospectus.
Change in control of the K. Chittilappilly Trust
There has been no change in control of the K. Chittilappilly Trust in the three years immediately preceding the
date of this Draft Red Herring Prospectus.
Change in control of our Company
There has been no change in the control of our Company in the five (5) years immediately preceding the date of
this Draft Red Herring Prospectus. Further, Kochouseph Thomas Chittilappilly and K. Chittilappilly Trust have
been identified as the only Promoters of our Company.
Interests of our Promoters
(a) Interest in the promotion of our Company
Our Promoters are interested in our Company to the extent (a) that they are the promoters of our
Company; (b) of their respective shareholding in our Company, the shareholding of their relatives and
entities in which our Promoters are interested and which hold the Equity Shares, and the dividends
payable upon such shareholding, if any; (c) any other distributions in respect of the Equity Shares held
by them, their relatives or such entities, if any; (d) of being Directors and Key Managerial Personnel of
our Company and the sitting fees / remuneration, benefits and reimbursement of expenses, payable to
290them as per the terms of their appointment as such, by our Company; and; (e) that our Company has
undertaken transactions with them, or their relatives or entities in which our Promoters hold shares or
have an interest. For details of the Promoters’ shareholding in our Company, see section titled as “Capital
Structure – History of the share capital held by our Promoters and the members of our Promoter
Group in our Company – Build-up of our Promoters’ shareholding in our Company” on page 107 and
113. For details of the interest of our Promoters as Directors of our Company, see “Our Management –
Interest of Directors” and “Restated Financial Information – Note 37 – Related Party Disclosures” on
pages 274 and 358, respectively.
(b) Interest in the property (including acquisition of land, construction of building and supply of
machinery) of our Company
Except as disclosed in the section titled “Restated Financial Information – Note 37 – Related Party
Disclosures” on page 358, our Promoters have no interest, whether direct or indirect, in any property
acquired by our Company during the preceding three years from the date of this Draft Red Herring
Prospectus or proposed to be acquired by it as on the date of filing of this Draft Red Herring Prospectus
or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery.
Further, our Promoters do not have any direct or indirect interest in any property that our Company has
taken on lease.
(c) Interest in our Company arising out of being a member of a firm or company
Our Promoters are not interested as a member of a firm or company which has any interest in our
Company. Further, no sum has been paid or agreed to be paid to them or to such firm or company in cash
or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them
as a director, or otherwise for services rendered by any of our Promoters or by such firm or company in
connection with the promotion or formation of our Company.
(d) Interest in our Company other than as Promoter
Our Promoter are interested in our Company to the extent of their directorship (and consequently
remuneration payable to them and reimbursement of expenses) in our Company and the dividends
payable, if any, and any other distribution in respect of their respective shareholding in our Company or
the shareholding of their relatives in our Company. For further details, please see sections titled “Our
Management”, “Capital Structure” and “Restated Financial Information” on pages 267, 106 and 297,
respectively, our Promoters do not have any other interest in our Company.
Experience of our Promoter in the business of our Company
Our Promoter have adequate experience in the industry in which our Company conducts its business. For further
details please see “Our Management – Brief profiles of our Directors” on page 270.
Material Guarantees given by our Promoters
Our Promoters have not given any material guarantees to any third party, in respect of the Equity Shares, as on the
date of this Draft Red Herring Prospectus.
Payment of Amounts or Benefits to the Promoters or Promoter Group During the last two years
Except in the ordinary course of business and as stated in the section titled “Financial Information” on page 297,
there has been no payment of amounts or benefits to our Promoters or Promoter Group during the two years
preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or
benefit to our Promoters or members of our Promoter Group.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof
291Our Promoters and members of our Promoter Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Draft Red Herring
Prospectus.
Companies and firms with which our Promoter has disassociated in the last three years
Except as stated below as on the date of this Draft Red Herring Prospectus, our Corporate Promoter has not
disassociated from any companies or firms in the last three years.
Name of the Company from
Name of the Reason for Date of
Sr. No which our Promoter have
Promoter disassociation disassociation
disassociated
1 Kochouseph Pearlspot Resorts Private Strategic exit from April 5, 2023
Thomas Limited investee company
Chittilappilly
2 Kochouseph K Chittilappilly Voluntary liquidation May 29, 2024
Thomas Capital Private Limited
Chittilappilly
Confirmations
Our Promoters have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI or any
other government authority. Further, there are no violations of securities laws committed by our Promoter and
members of the Promoter Group in the past, and no proceedings for violation of securities laws are pending against
them.
Our Promoters and members of our Promoter Group have not been debarred from accessing the capital market
for any reasons by SEBI or any other regulatory or governmental authorities.
Our Promoters are not promoter or director of any other Company which is debarred from accessing capital
markets.
Our Promoters are not interested in any other entity which holds any intellectual property rights that are used by
our Company.
Our Promoters have not been declared as fugitive economic offender under section 12 of the Fugitive Economic
Offender Act, 2018.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
are interested as a member, in cash or shares or otherwise by any person either to induce them to become or qualify
them as a director or Promoters 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 Promoter Kochouseph Thomas Chittilappilly has given personal guarantees, towards financial facilities
availed from the Bankers of our Company, therefore, he is are interested to the extent of the said guarantees.
Further, he had in the past extended unsecured loans which has been repaid. For further information, see
“Financial Indebtedness” on page 365 and “Restated Financial Information” on page 297.
Other Confirmations
Conflict of interest between the suppliers of raw materials and third-party service providers
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, its Promoters and its Promoter Group.
Conflict of interest between the lessor of the immovable properties of the Company
Except for the property purchased by our Company from K Chittilappilly Foundation vide sale deed dated
292September 29, 2025, situated at Re-Sy. No. 327/11-2 in Block No. 8 of Vazhakkala Village, Kanayannur Taluk,
Ernakulam District, Kerala. There is no conflict of interest between the lessor of immovable properties and the
Company, its Promoters, and its Promoter Group.
Promoter Group
Persons constituting the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR
Regulations except the Promoters are set out below:
Natural persons forming part of our Promoter Group (other than our Promoter):
Sr. No. Name of Individuals Relationships
Kochouseph Thomas Chittilappilly
1. Sheela Grace Kochouseph Spouse
2. CT John Brother
3. Arun K Chittilappilly Son
4. Mithun Kochouseph Chittilappilly Son
5. Achamma Tharayil Chacko Sister
6. Ancilla Sister
7. Mary Susheela Sister
8. Palathingal Vavoo Joy Spouse Brother
9. Francis P V Spouse Brother
10. Palathingal Vavu Thomas Spouse Brother
11. Simon P Spouse Brother
12. Kochuthressia Spouse Sister
13. Alice George Spouse Sister
14. Helen George Spouse Sister
15. Mariamma Pappu Spouse Sister
16. Alphonsa Joseph Spouse Sister
Entities forming part of our Promoter Group (other than our Promoters):
Sr. No. Name of entities Nature
1. K Chittilappilly Foundation Company
2. Wonderla Holidays Limited Company
3. V Star Creations Private Limited Company
4. V Guard Industries Limited Company
5. V-Guard Consumer Products Limited Company
6. Guts Electromech Limited Company
7. Sunflame Enterprises Private Limited Company
8. Gegadyne Energy Labs Private Limited Company
9. Arav Chittilappilly Trust Trust
293OUR GROUP COMPANY
In terms of the SEBI ICDR Regulations and the resolution dated November 20, 2025, passed by our board for the
identification of group companies the term “Group Company(ies)”, includes;
(i) such companies (other than promoter) and subsidiary(ies)) with which the company had related party
transactions during the period for which Restated Financial Information is disclosed, as covered under
applicable accounting standards, and
(ii) any other companies considered material by the Board of Directors of the company, in terms of the policy
laid down in the paragraph below:
With respect to (ii) above, our Board in its meeting held on November 20, 2025, adopted the Materiality Policy,
pursuant to which companies (except those covered in (i) above) shall be considered “material” and will be
disclosed as a “group company” if the companies which are members of the Promoter Group in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, with which there were transactions in the last completed
full financial year and the most recent period included in the Restated Financial Information, which individually
or cumulatively in value, exceed 10% of the total restated revenue from operations of our Company as per the
Restated Financial Information of our Company for the most recent financial year and/or the relevant sub period,
have been identified by the Company as a Group Company.
Further with respect to point (ii) above, pursuant to the Materiality Policy, such companies shall be considered
material and disclosed as a Group Company if the monetary value of our Company’s transactions with such
companies in the most recent financial year and/or relevant stub period for which Restated Financial Information
is included in this Draft Red Herring Prospectus, exceeds, individually or in the aggregate, 10% of the total restated
revenue or expenses of our Company for such recent financial year.
Set forth below, based on the aforementioned criteria, are the details of our Group Company as on the date of
this Draft Red Herring Prospectus.
K CHITTILAPPILLY FOUNDATION
Corporate Information
K Chittilappilly Foundation was incorporated on May 8, 2012, under the Companies Act, 1956. The registered
office of K Chittilappilly Foundation is located at XIII/300 E-27, 5th Floor, K C F Tower, Bharat Matha College
Road, Kakkanadu, Ernakulam, Thrikkakara P O, Kerala – 682 021, India. The corporate identity number of K
Chittilappilly Foundation is U85320KL2012NPL031170
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings
per shares; and (vi) net asset value in relation K Chittilappilly Foundation for Fiscal 2025, 2024, 2023, extracted
from its audited financial statements (as applicable) is available at the website of of our Company at
www.veegaland.com/ipo-offer-documents/
It is clarified that such details available in relation to K Chittilappilly Foundation on the website of our Company
do not form a part of this Draft Red Herring Prospectus. Anyone placing reliance on any other source of
information would be doing so at their own risk. The link above has been provided solely to comply with the
requirements of the SEBI ICDR Regulations.
Nature and extent of interests of our Group Company
In the promotion of our Company
Our Group Company does not have an interest in the promotion or formation of our Company.
294In the properties acquired by our Company
Except for the property purchased by our Company from K Chittilappilly Foundation vide sale deed dated
September 29, 2025, situated at Re-Sy. No. 327/11-2 in Block No. 8 of Vazhakkala Village, Kanayannur Taluk,
Ernakulam District, Kerala, our Group Company does not have any interest in any property acquired by our
Company in the 3 years preceding the date of filing this Draft Red Herring Prospectus or proposed to be acquired
by it as on date of this Draft Red Herring Prospectus.
In transactions for acquisition of land, construction of building and supply of machinery
Except for the property purchased by our Company from K Chittilappilly Foundation vide sale deed dated
September 29, 2025, situated at Re-Sy. No. 327/11-2 in Block No. 8 of Vazhakkala Village, Kanayannur Taluk,
Ernakulam District, Kerala, our Group Company does not have an interest in any transaction by our Company
pertaining to acquisition of land, construction of building and supply of machinery.
Business interests in our Company
Except as disclosed “Restated Financial Information – Note 37– Related Party Transactions” on page 358our
Group Company does not have any business interest in our Company.
Related Business Transactions with our Group Company and significance on the financial performance of our
Company
Except as disclosed “Restated Financial Information – Note 37– Related Party Transactions” on page 358, there
are no other related business transactions with our Group Company which are significant to the financial
performance of our Company.
Common pursuits of our Group Company and our Company
There are no common pursuits amongst our Group Company and our Company.
Litigation
As on date of this Draft Red Herring Prospectus, our Group Company is not party to any pending litigation which
will have a material impact on our Company.
Utilisation of Issue Proceeds
There are no material existing or anticipated transactions with our Group Company in relation to utilisation of the
Issue Proceeds.
Confirmations
None of our Group Companies have their securities listed on Stock Exchanges.
Further, none of our Group Companies has made any public or rights issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.
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 any of the Group Companies and its directors.
295DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by the Board of
Directors and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of
Association and the applicable laws including the Companies Act, 2013 together with the applicable rules notified
thereunder and the SEBI Listing Regulations, as amended. Further the Board shall also have the absolute power
to declare interim dividend in compliance with the Companies Act and the SEBI Listing Regulations. The dividend
distribution policy of our Company was approved and adopted by our Board on November 20, 2025 (the
“Dividend Distribution Policy”).
We may retain all our earnings, if any, for purposes to be decided by our Company, subject to compliance with
the provisions of the Companies Act. The quantum of dividend, if any, will depend on a number of factors,
including but not limited to financial commitments with respect to outstanding borrowings and interest thereon,
financial requirement for business expansion and/or diversification, acquisition, etc., of new businesses, present
and future capital expenditure plans of our Company including organic/ inorganic growth opportunities, our
Company’s liquidity position including its present and expected obligations, cost of borrowings, profits of the
Company, past dividend trend of the Company and the industry, other corporate action options including, bonus
issue, buy back of shares, and any other relevant or material factor as may be deemed fit by the Board. The external
factors on the basis of which our Company may declare the dividend shall inter aliainclude the state of economy
and capital markets requiring our Company to maintain liquidity, evaluation of whether there are any exceptional
circumstances in the global market, regulatory changes including introduction of new or changes in existing tax
or regulatory requirements (including dividend distribution tax) having significant impact on our Company’s
operations or finances. Additionally, the utilization of retained earnings shall be considered in a manner beneficial
to the interest of the Company and its shareholders, based on factors such as strategic and long-term plans of the
Company, future equity acquisitions, diversification opportunities, or any other criteria that may be considered
relevant by the Board in this regard. In addition, our ability to pay dividends may be impacted by a number of
other factors, including restrictive covenants under the loan or financing documents, our Company is currently a
party to or may enter into from time to time.
Our Company may also, from time to time, pay interim dividends.
There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks
involved in this regard, see “Risk Factors – Our Company cannot assure payment of dividends on Equity Shares
in the future.” on page 79.
We have not declared and paid any dividends on the Equity Shares in any of the three Fiscals preceding the date
of this Draft Red Herring Prospectus and until the date of this Draft Red Herring Prospectus. Our dividend history
is not necessarily indicative of our dividend amounts, if any, in the future.
296SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
Sr. Particulars Page No.
No.
1. The examination report and the Restated Financial Information 298-361
297INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED
FINANCIAL INFORMATION
To,
The Board of Directors,
Veegaland Developers Limited
XXXV/564, E-26, 4th floor, K C F Tower,
Bharath Matha College Road,
Kakkanad, Thrikkakara,
Ernakulam- 682 021 Kerala, India
Dear Sirs / Madam,
1. We have examined the attached Restated Financial Information of Veegaland Developers
Limited (formerly known as Veegaland Developers Private Limited) (the “Company” or
the “Issuer”) comprising the Restated Statement of Assets and Liabilities as at September
30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated
Statement of Profit and Loss (including other comprehensive income), the Restated
Statement of Changes in Equity and the Restated Statement of Cash Flows for the six
months period ended September 30, 2025 and for the years ended March 31, 2025, March
31, 2024 and March 31, 2023, the Summary of Material Accounting Policies, and other
explanatory information (collectively, the “Restated Financial Information”), as approved
by the Board of Directors of the Company in their meeting held on November 20, 2025
for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) and
Prospectus (collectively referred to as “Issue Documents”) prepared by the Company in
connection with the proposed Initial Public Offer of equity shares of the Company (“IPO”)
prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”);
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”); and
c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India (“ICAI”), as amended from time to
time (the “ICAI Guidance Note”).
2982. The Company’s Board of Directors is responsible for the preparation of the Restated
Financial Information for the purpose of inclusion in the Issue Documents to be filed with
the Registrar of Companies, Ernakulam, Securities and Exchange Board of India (SEBI)
and relevant stock exchanges where the equity shares of the Company are proposed to be
listed (“Stock Exchanges”), in connection with the IPO. The Restated Financial
Information have been prepared by the management of the Company on the Basis of
Preparation stated in Note No. 2.1 to the Restated Financial Information. The
responsibility of the Board of Directors of the Company includes designing, implementing
and maintaining adequate internal control relevant to the preparation and presentation of
the Restated Financial Information. The Board of Directors are also responsible for
identifying and ensuring that the Company complies with the Act, SEBI ICDR
Regulations and the ICAI Guidance Note.
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 September 25, 2025 in connection
with the proposed IPO.
b) the ICAI Guidance Note. The ICAI Guidance Note also requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
c) concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Financial Information.
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to
your compliance with the Act, the SEBI ICDR Regulations and the ICAI Guidance Note in
connection with the IPO.
4. These Restated Financial Information have been compiled by the management of the
Company from:
a) the audited Special Purpose Interim Financial Statements of the Company as at and for
the six months period ended September 30, 2025 prepared in accordance with the Indian
Accounting Standards (Ind 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 (the “Special Purpose Interim
Financial Statements”) which have been approved by the Board of Directors in their
meeting held on November 20, 2025.
299b) audited financial statements of the Company as at and for the year ended March 31, 2025
prepared in accordance with the Ind 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 August 27, 2025. The comparative
information as at and for the year ended March 31, 2024 included in the audited financial
statements have been prepared by making Ind AS adjustments to the audited financial
statements of the Company as at and for the year ended March 31, 2024, prepared in
accordance with the accounting standards notified under the Section 133 of the Act read
with the Companies (Accounting Standards) Rules, 2021, as amended (“Indian GAAP”)
which have been approved by the Board of Directors at their meeting held on September
3, 2024.
c) the audited Special Purpose Comparative Ind AS Financial Statements of the Company
as at and for the year ended March 31, 2023, prepared in accordance with the Indian
Accounting Standards (Ind 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 (the “Special Purpose Comparative
Ind AS Financial Statements”) which have been approved by the Board of Directors in
their meeting held on November 20, 2025.
5. For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us dated November 20, 2025 on the Special Purpose Interim
Financial Statements of the Company as at and for the six months period ended September
30, 2025 as referred to in paragraph 4(a) above, which included Emphasis of Matter and
Other Matters paragraphs as reproduced below:
Emphasis of Matter
“We draw attention to Note No. 2.1 to the Special Purpose Interim Financial Statements,
which describes the basis of preparation in accordance with the measurement and
recognition principles of Ind AS notified under the Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time). As stated therein, the comparative
financial information has not been included in the Special Purpose Interim Financial
Statements. Only a complete set of financial statements together with comparative financial
information can provide a fair presentation of the Company’s state of affairs, profit, changes
in equity and cash flows.
Our opinion is not modified in respect of the above matter.”
300Other Matters
“These Special Purpose Interim Financial Statements are prepared solely to meet the
requirements of preparation of the Restated Financial Information for the six months period
ended September 30, 2025 and the years ended March 31, 2025, March 31, 2024 and March
31, 2023 as required under the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”), as amended from time to time.
Our opinion is not modified in respect of the above matter.”
b) Auditor’s report issued by us dated August 27, 2025 on the Financial Statements of the
Company as at and for the year ended March 31, 2025, which includes comparative
information as at and for the year ended March 31, 2024 as referred to in paragraph 4(b)
above; and
c) Auditor’s report issued by us dated November 20, 2025 on the Special Purpose
Comparative Ind AS Financial Statements of the Company as at and for the year ended
March 31, 2023 as referred to in paragraph 4(c) above, which included Emphasis of Matter
and Other Matters paragraphs as reproduced below:
Emphasis of Matter
“We draw attention to Note No. 2.1 to the Special Purpose Comparative Ind AS Financial
Statements, which describes the basis of preparation in accordance with the measurement
and recognition principles of Ind AS notified under the Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time) and further states that the
comparative financial information has not been included in these Special Purpose
Comparative Ind AS Financial Statements. Only a complete set of financial statements
together with comparative financial information can provide a fair presentation of the
Company’s state of affairs, profit, changes in equity and cash flows.
As stated therein, the transition date, for the purpose of preparation of Special Purpose
Comparative Ind AS Financial Statements is considered as April 1, 2022 which is different
from the transition date adopted by the Company at the time of first time transition to Ind
AS (i.e. April 1, 2023) for the purpose of preparation of Statutory audited Ind AS Financial
Statements for the year ended March 31, 2025, as required under the Act. Accordingly, for
the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements,
the Company has applied the same accounting policy and accounting policy choices (Both
mandatory exceptions and optional exemptions availed as per Ind AS 101, as applicable)
as on April 1, 2022 as initially adopted on transition date i.e.April 1, 2023 for the purpose
of preparation of Special Purpose Comparative Ind AS Financial Statements.
301Our opinion is not modified in respect of the above matters.”
Other Matters
“These Special Purpose Comparative Ind AS Financial Statements are prepared solely to
meet the requirements of preparation of the Restated Financial Information for the six
months period ended September 30, 2025 and the years ended March 31, 2025, March 31,
2024 and March 31, 2023, as required under the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, (“SEBI ICDR Regulations”), as amended from time to
time. These financial statements have been prepared by making Ind AS adjustments to the
audited Indian GAAP financial statements of the Company as at and for the year ended
March 31, 2023, which have been approved by the Board of Directors at their meeting held
on August 24, 2023.
Our opinion is not modified in respect of this matter.”
6. Based on our examination and according to the information and explanations given to us,
we report that:
a. the Restated Financial Information have been prepared after incorporating adjustments
for the changes in accounting policies, material errors and regrouping/reclassifications, as
applicable, 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 six months period ended September
30, 2025;
b. the Restated Financial Information have been prepared after incorporating Ind AS
adjustments to the audited Indian GAAP financial statements as at and for the year ended
March 31, 2023 as per the audited Special Purpose Comparative Ind AS Financial
Statements and as described in Note No. 2.1 to the Restated Financial Information;
c. there are no modifications in the auditor’s report on the audited Special Purpose Interim
Financial Statements of the Company for the six months period ended September 30,
2025, or in the auditor’s report on the audited Financial Statements of the Company as at
and for the year ended March 31, 2025 or in the auditor’s report on the audited Financial
Statements of the Company as at and for the year ended March 31, 2024 dated September
3, 2024 or in the auditor’s report on the audited Special Purpose Comparative Ind AS
Financial Statements for the year ended March 31, 2023, which requires any adjustment
to the Restated Financial Information. Further the matter(s) giving rise to Emphasis of
Matter paragraph and Other Matters paragraph mentioned in Para 5 above does not require
any adjustments; and
302d. have been prepared in accordance with the Act, SEBI ICDR Regulations and the ICAI
Guidance Note.
7. The Restated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the report on the audited Special Purpose Interim
Financial Statements of the Company as at and for the six months period ended September
30, 2025, the audited financial statements of the Company as at and for the year ended
March 31, 2025, and March 31, 2024 and the audited Special Purpose Comparative Ind
AS Financial Statements as at and for the year ended March 31, 2023, mentioned in
paragraph 4 above.
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 no responsibility to update our report for events and circumstances occurring
after the date of the report.
10. Our report is intended solely for use of the Board of Directors for inclusion in the Issue
documents to be filed with SEBI, the stock exchanges and Registrar of Companies,
Ernakulam 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 VARMA & VARMA
Chartered Accountants
Firm Registration No. 004532S
Vijay Narayan Govind
Partner
Membership No.203094
UDIN: 25203094BPTYUH5611
Place: Kochi
Date: November 20, 2025
303VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Restated Statement of Assets and Liabilities
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at As at As at
Particulars Note No
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
I. ASSETS
(1) Non Current Assets
(a) Property, Plant and Equipment 3a 2 ,249.16 254.59 1 72.86 1 70.25
(b) Other Intangible Assets 3a 0 .98 - - -
(c) Intangible asset under development 3b 1 .62 - - -
(d) Financial Assets
(i) Other Financial Assets 4a 1,163.37 1,120.99 1,047.55 9 84.19
(e) Deferred Tax Assets (Net) 5 1 7.06 3 0.97 - -
(f) Other Non Current Assets 6a 1 37.99 148.48 8 4.56 5 3.49
(2) Current Assets
(a) Inventories 7 2 2,278.11 2 1,913.87 1 5,156.27 1 4,391.93
(b) Financial Assets
(i) Trade Receivables 8 4 ,494.89 2 ,739.88 1 ,051.87 6 39.39
(ii) Cash and Cash Equivalents 9a 4 ,241.60 3 ,668.37 2 ,920.65 2 ,551.60
(iii) Other Balances with Banks 9b - 0 .57 1 .06 1 .86
(iv) Other Financial Assets 4b 3 ,630.02 1 ,422.59 8 84.02 4 83.04
(c) Current Tax Asset (Net) - - 1 5.18 0 .44
(d) Other Current Assets 6b 1 ,847.57 1 ,364.91 7 67.15 3 25.73
TOTAL ASSETS 40,062.37 3 2,665.22 22,101.17 19,601.92
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 10 3,375.00 500.00 5 00.00 5 00.00
(b) Other Equity 11 2 1,798.35 6 ,044.39 4 ,007.10 3 ,223.97
(2) Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 12a 1 ,520.49 1 0,418.02 8 ,520.57 1 ,153.26
(ii) Other Financial Liabilities 13a 2 65.66 481.79 7 16.60 9 01.27
(b) Deferred Tax Liabilities (Net) 5 - - 3 3.82 4 7.44
(c) Other Non Current Liabilities 16a 1 51.03 261.67 5 03.58 8 04.57
(d) Provisions 14a 3 47.61 282.13 2 45.08 1 92.94
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 12b 3 ,336.84 7 ,278.97 3 ,502.08 1 1,061.50
(ii) Trade Payables 15
a. Total outstanding dues of Micro Enterprises and
1 78.49 5 9.39 1 62.89 59.05
Small Enterprise; and
b. Total outstanding dues of creditors other than
4 01.64 612.99 3 91.04 2 70.59
Micro Enterprises and Small Enterprise
(iii) Other Financial Liabilities 13b 7 72.60 593.02 5 42.18 2 86.07
(b) Other Current Liabilities 16b 7 ,688.78 5 ,415.59 2 ,970.96 1 ,096.47
(c) Provisions 14b 7 .40 6 .27 5 .27 4 .79
(d) Current Tax Liability (Net) 2 18.48 710.99 - -
TOTAL EQUITY AND LIABILITIES 40,062.37 3 2,665.22 22,101.17 19,601.92
Material Accounting Policies 2.2
The accompanying material accounting policies and notes form an integral part of the Restated Financial Information.
As per our report of even date attached For and on behalf of the Board of Directors of
VEEGALAND DEVELOPERS LIMITED
Sd/- Sd/-
For Varma & Varma
Kochouseph Chittilappilly Kurian Thomas
Chartered Accountants
(FRN: 004532S) Whole Time Director Whole Time Director
DIN: 00020512 DIN: 10279590
Place: Kochi Place: Kochi
Sd/- Date: November 20, 2025 Date: November 20, 2025
Vijay Narayan Govind
Partner
Membership No: 203094 Sd/- Sd/-
Varun S Kumar Akshay Anand T S
Chief Financial Officer Company Secretary
Place: Kochi Place: Kochi Place: Kochi
Date: November 20, 2025 Date: November 20, 2025 Date: November 20, 2025
304VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Restated Statement of Profit and Loss
(All amounts are in Rs. Lakhs, unless otherwise stated)
Six months
Year ended Year ended Year ended
Particulars Note No ended
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
I. Revenue from Operations 17 1 2,415.85 1 9,237.53 1 1,076.76 1 0,891.16
II. Other Income 18 9 7.94 3 84.35 3 84.62 1 17.15
III. Total Income (I+II) 1 2,513.79 1 9,621.88 1 1,461.38 1 1,008.31
(a) Operating Cost 19 9,375.58 20,692.80 8 ,647.51 10,184.08
(b) Changes in Inventories 20 (364.24) ( 6,757.60) (764.34) (2,615.39)
(c) Employee Benefits Expenses 21 3 82.40 594.02 450.96 446.49
(d) Finance Costs 22 2 95.42 503.55 508.85 432.92
(e) Depreciation and Amortisation Expenses 23 28.75 47.28 40.61 42.45
(f) Other Expenses 24 1,228.49 1 ,715.31 1 ,455.02 571.15
Total Expenses 10,946.40 16,795.36 10,338.61 9 ,061.70
V. Profit Before Tax (III-IV) 1,567.39 2,826.52 1,122.77 1,946.61
VI. Tax Expense 25
Current tax 3 93.01 846.93 348.25 430.38
Deferred tax 21.84 (63.00) (12.36) 6 3.17
Total Tax Expense 4 14.85 783.93 335.89 493.55
VII. Profit for the period/ year (V-VI) 1,152.54 2,042.59 786.88 1,453.06
VIII. Other Comprehensive Income/ (Loss)
(A). Items that will not be reclassified to profit or loss
(i) Re-Measurements of the Defined Benefit Plan (31.51) ( 7.09) ( 5.01) ( 6.56)
25 7.93 1.79 1.26 1.65
(ii) Income Tax relating to items that will not be reclassified to Profit or Loss
(B). Items that will be reclassified to profit or loss - - - -
IX. Total Comprehensive Income for the period/ year 1,128.96 2,037.29 783.13 1,448.15
X. Restated earnings per equity share (Nominal value of Rs. 10 per share) 26
(Not Annualised)
Basic (Rs.) 4.28 8.17 3.15 5.81
Diluted (Rs.) 4.28 8.17 3.15 5.81
Material Accounting Policies 2.2
The accompanying material accounting policies and notes form an integral part of the Restated Financial Information.
As per our report of even date attached For and on behalf of the Board of Directors of
VEEGALAND DEVELOPERS LIMITED
Sd/- Sd/-
For Varma & Varma
Kochouseph Chittilappilly Kurian Thomas
Chartered Accountants
(FRN: 004532S) Whole Time Director Whole Time Director
DIN: 00020512 DIN: 10279590
Place: Kochi Place: Kochi
Sd/- Date: November 20, 2025 Date: November 20, 2025
Vijay Narayan Govind
Partner
Membership No: 203094 Sd/- Sd/-
Varun S Kumar Akshay Anand T S
Chief Financial Officer Company Secretary
Place: Kochi Place: Kochi Place: Kochi
Date: November 20, 2025 Date: November 20, 2025 Date: November 20, 2025
305VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Restated Statement of Cash Flows
(All amounts are in Rs. Lakhs, unless otherwise stated)
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
ACASH FLOW FROM OPERATING ACTIVITIES
Profit before Tax 1,567.39 2,826.52 1,122.77 1,946.61
Adjustments for:
Depreciation and Amortisation expenses 2 8.75 4 7.28 40.61 42.45
Provision for Doubtful Debts - - 86.37 -
Provision for Land advance - - 225.75 -
Interest Expense 2 95.42 5 03.55 508.85 432.92
Provision for Gratuity 6.72 1 0.61 9.44 8 .22
Provision for Leave Encashment 3 0.40 2 5.69 19.32 19.29
Loss on Disposal/Discarding of Assets (Net) - 4.43 - -
Finance Income on Security Deposit (7.28) (13.41) (12.38) (7.49)
Unwinding of Fair Valuation Gain 45.20 76.12 64.70 0 .79
Amortisation of Financial Asset 6.83 13.67 13.71 8 .75
Interest Income (40.79) (111.09) (233.64) (91.57)
Provisions / Liabilities no longer payable written back - (160.26) (61.18) -
Provision for warranty - 23.00 45.91 69.00
OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 1 ,932.64 3 ,246.11 1 ,830.23 2 ,428.97
Changes in Working Capital :
Decrease / (Increase) in Trade Receivables ( 3,962.44) ( 1,601.64) (498.85) 1,043.43
Decrease / (Increase) in Other Financial Assets (3.05) (597.46) (448.62) 1,329.55
Decrease / (Increase) in Other Assets (479.00) (670.34) (711.96) 247.14
Decrease / (Increase) in Inventories (364.24) ( 6,757.60) (764.34) (2,615.39)
Decrease / (Increase) in Other Bank Balances 0.55 0.50 0.60 (1.86)
Increase / (Decrease) in Trade Payables (92.25) 187.34 281.55 (43.43)
Increase / (Decrease) in Other Financial Liabilities (36.53) (183.97) 75.37 992.44
Increase / (Decrease) in Other Liabilities 2,117.35 2,126.60 1,508.80 1,194.26
Increase / (Decrease) in Provisions (2.02) (28.34) (27.06) (23.22)
Cash from/ (used in) operations ( 888.99) (4,278.80) 1 ,245.72 4,551.89
Income Tax paid (885.52) (120.76) (362.99) (336.27)
Net Cash from/ (used in) Operating activities (A) (1,774.51) (4,399.56) 8 8 2 -.73 4,215.62
BCASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment and Intangible Assets ( 2,025.92) (140.67) (43.22) (30.19)
Sale proceeds of Property, Plant and Equipment and Intangible Assets - 7.22 - 3.80
Interest received 8.74 109.94 230.50 91.57
Net cash from/ (used in) Investing activities (B) (2,017.18) ( 23.51) 187.28 65.18
CCASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of share capital including securities premium Reserve 1 7,500.00 - - -
Increase/(Decrease) in Borrowings (12,839.79) 5,674.19 (192.03) (1,479.06)
Finance Cost (295.29) (503.40) (508.76) (433.01)
Net cash generated from/ (used in) Financing activities (C) 4 ,364.92 5 ,170.79 ( 700.79) (1,912.07)
Net increase/(decrease) in Cash and Cash Equivalents (A+B+C) 5 73.23 7 47.72 3 69.22 2 ,368.73
Cash and Cash Equivalents as at the beginning of the period/ year 3,668.37 2,920.65 2,551.43 182.87
Cash and Cash Equivalents at the end of the period/ year 4 ,241.60 3 ,668.37 2 ,920.65 2,551.60
1 Figures in brackets indicate cash outflow.
306VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Restated Statement of Cash Flows
2 Cash and Cash Equivalents as per Restated Statement of Cash Flows comprise of :
As at As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023 April 01, 2022
Cash on hand 0.85 0.22 0.20 0.45 0.20
Balance with Banks
Current Accounts 4,240.75 3,367.30 806.67 693.83 232.74
Deposits with original maturity less than 3 months - 300.85 2,113.78 1,857.32 -
Cash and Cash Equivalents (Refer Note 9a) 4,241.60 3,668.37 2,920.65 2,551.60 232.94
Less : Loan repayable on demand - Overdraft Account - - - 0.17 50.07
Cash and Cash Equivalents in Restated Statement of Cash Flows 4,241.60 3,668.37 2,920.65 2,551.43 182.87
The above Restated Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7 – ‘Statement of Cash Flows’ notified under Section 133 of the
Companies Act, 2013 (‘the Act’) read with Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 (as amended) and the relevant provisions of the Act.
Material Accounting Policies (Refer note 2.2)
The accompanying material accounting policies and notes form an integral part of the Restated Financial Information.
As per our report of even date attached For and on behalf of the Board of Directors of
VEEGALAND DEVELOPERS LIMITED
Sd/- Sd/-
For Varma & Varma
Kochouseph Chittilappilly Kurian Thomas
Chartered Accountants
(FRN: 004532S) Whole Time Director Whole Time Director
DIN: 00020512 DIN: 10279590
Place: Kochi Place: Kochi
Sd/- Date: November 20, 2025 Date: November 20, 2025
Vijay Narayan Govind
Partner
Membership No: 203094 Sd/- Sd/-
Varun S Kumar Akshay Anand T S
Chief Financial Officer Company Secretary
Place: Kochi Place: Kochi Place: Kochi
Date: November 20, 2025 Date: November 20, 2025 Date: November 20, 2025
307VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Restated Statement of Changes in Equity
(All amounts are in Rs. Lakhs, unless otherwise stated)
I. Equity Share Capital
Amount
Particulars
As at April 01,2022 500.00
Changes in equity share capital during the year -
As at March 31, 2023 500.00
Changes in equity share capital during the year -
As at March 31, 2024 500.00
Changes in equity share capital during the year -
As at March 31, 2025 500.00
Add: Rights issue of Equity Shares 175.00
Add: Bonus issue of Equity Shares 2 ,700.00
As at September 30, 2025 3,375.00
II. Other Equity
Reserves & Surplus
Other
Particulars Comprehensive Total
Retained Securities Income
earnings Premium Account
Balance as at April 01, 2022 1,775.82 - - 1 ,775.82
Profit/(Loss) for the year 1,453.06 - - 1,453.06
Other Comprehensive Income/(Loss) for the year, net of tax - - (4.91) (4.91)
Balance as at March 31, 2023 3,228.88 - (4.91) 3 ,223.97
Profit/(Loss) for the year 786.88 - - 786.88
Other Comprehensive Income/(Loss) for the year, net of tax - - (3.75) (3.75)
Balance as at March 31, 2024 4,015.76 - (8.66) 4 ,007.10
Profit/(Loss) for the year 2,042.59 - - 2,042.59
Other Comprehensive Income/(Loss) for the year, net of tax - - (5.30) (5.30)
Balance as at March 31, 2025 6,058.35 - (13.96) 6 ,044.39
Profit/(Loss) for the period 1,152.54 - - 1,152.54
Other Comprehensive Income/(Loss) for the period, net of tax - - (23.58) (23.58)
Rights issue of Equity Shares - 17,325.00 - 17,325.00
Reserves utilised on account of issue of bonus shares - ( 2,700.00) - ( 2,700.00)
Balance as at September 30, 2025 7,210.89 14,625.00 (37.54) 21,798.35
Material Accounting Policies (Refer note 2.2)
The accompanying material accounting policies and notes form an integral part of the Restated Financial Information.
As per our report of even date attached For and on behalf of the Board of Directors of
VEEGALAND DEVELOPERS LIMITED
Sd/- Sd/-
For Varma & Varma Kochouseph Chittilappilly Kurian Thomas
Chartered Accountants
(FRN: 004532S) Whole Time Director Whole Time Director
DIN: 00020512 DIN: 10279590
Place: Kochi Place: Kochi
Sd/- Date: November 20, 2025 Date: November 20, 2025
Vijay Narayan Govind
Partner
Membership No: 203094 Sd/- Sd/-
Varun S Kumar Akshay Anand T S
Chief Financial Officer Company Secretary
Place: Kochi Place: Kochi Place: Kochi
Date: November 20, 2025 Date: November 20, 2025 Date: November 20, 2025
308VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
1 Corporate information
Veegaland Developers Limited (Formerly known as Veegaland Developers Private Limited) ("the Company") is a Public
LimitedCompanyincorporatedanddomiciledinIndia.TheregisteredofficeoftheCompanyislocatedatXXXV/564,E-26,
4thfloor,KChittilappillyTower,BharathMathaCollegeRoad,Kakkanad,Kochi,Kerala,EstablishedonAugust10,2007.
The Company is a real estate developer engaged in the field of construction, development, sales, management and
operation of residential projects.
PursuanttoresolutionpassedbytheMembersintheExtraordinaryGeneralMeetingdatedSeptember30,2025andas
approvedbyRegistraroftheCompanyw.e.f.November06,2025theCompanyhasbeenconvertedfromPrivateLimited
Company into a Public Limited Company including adoption of new Memorandum of Association and new Articles of
AssociationasapplicabletoPublicCompanyinplaceofexistingMemorandumofAssociationandArticlesofAssociationof
the Company.
2 Basis of preparation and Material accounting policies
2.1 Basis of preparation
TherestatedStatementofAssetsandLiabilitiesoftheCompanyasatSeptember30,2025,March31,2025,March31,
2024 and March 31, 2023, the restated Statement of Profit and Loss (including other comprehensive income), the
restated Statement of Changes in Equity and the restated Statement of Cash Flows for half year ended September
30,2025andeachoftheyearsendedMarch31,2025,March31,2024andMarch31,2023,andrestatedotherfinancial
information(togetherreferredas'RestatedFinancialInformation')hasbeenpreparedunderIndianAccountingStandards
('IndAS')notifiedunderSection133oftheCompaniesAct,2013('theAct')readwiththeCompanies(IndianAccounting
Standards) Rules, 2015 as amended and other relevant provisions of the Act, to the extent applicable.
The Restated Financial Information has been prepared by the management for inclusion in the Draft Red Herring
Prospectus(DRHP)tobefiledbythecompanywithSecuritiesandExchangeBoardofIndia("SEBI")inconnectionwiththe
proposed Initial Public Offering ("IPO") of equity shares of the Company.
The Restated Financial Information, which has been approved by Board of Directors has been prepared in accordance
with the requirements of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”), as amended from time to time (“the Act”);
(ii) 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 the Securities and Exchange Board of India (the “SEBI”); and
(iii) 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”).
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial
InformationandareconsistentwiththoseadoptedinthepreparationofAuditedfinancialstatementsforthesixmonths
period ended September 30, 2025. This Restated Financial Information does not reflect the effects of events that
occurred subsequent to the respective dates of board meeting held to approve and adopt the Audited Financial
Statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and Special Purpose Interim
Financial Statements for the six months period ended September 30, 2025.
The Restated Financial Information have been compiled by the Management from:
a)theauditedSpecialPurposeInterimIndASFinancialStatementsoftheCompanyasatandforthesixmonthsperiod
ended September 30, 2025 prepared in accordance with the Indian Accounting Standards (Ind AS), prescribed under
Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other
accountingprinciplesgenerallyacceptedinIndia(the“SpecialPurposeInterimFinancialStatements”)whichhavebeen
approved by the Board of Directors in their meeting held on November 20, 2025.
309VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
b)theauditedfinancialstatementsoftheCompanyasatandfortheyearendedMarch31,2025preparedinaccordance
withtheIndAS,prescribedunderSection133oftheActreadwiththeCompanies(IndianAccountingStandards)Rules,
2015,asamendedandotheraccountingprinciplesgenerallyacceptedinIndia,whichhavebeenapprovedbytheBoardof
DirectorsattheirmeetingheldonAugust27,2025.ThecomparativeinformationasatandfortheyearendedMarch31,
2024 included in the audited financial statements have been prepared by making Ind AS adjustments to the audited
financial statements of the Company as at and for the year ended March 31, 2024, prepared in accordance with the
accountingstandardsnotifiedundertheSection133oftheActreadwiththeCompanies(AccountingStandards)Rules,
2021, as amended (“Indian GAAP”) which have been approved by the Board of Directors at their meeting held on
September 3, 2024.
c)the audited SpecialPurpose Comparative Ind AS FinancialStatements ofthe Company as atand for the year ended
March31,2023,preparedinaccordancewiththeIndianAccountingStandards(IndAS),prescribedunderSection133of
theActreadwiththeCompanies(IndianAccountingStandards)Rules,2015,asamendedandotheraccountingprinciples
generallyacceptedinIndia(the“SpecialPurposeComparativeIndASFinancialStatements”)whichhavebeenapproved
by the Board of Directors in their meeting held on November 20, 2025.
The transition date, for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements is
consideredasApril1,2022(hereinafterreferredtoasAdoptionDate)whichisdifferentfromthetransitiondateadopted
bytheCompanyatthetimeoffirsttimetransitiontoIndAS(i.e.April1,2023)forthepurposeofpreparationof audited
IndASFinancialStatementsfortheyearendedMarch31,2025,asrequiredundertheAct.Accordingly,forthepurposeof
preparationofSpecialPurposeComparativeIndASFinancialStatements,theCompanyhasappliedthesameaccounting
policyandaccountingpolicychoices(bothmandatoryexceptionsandoptionalexemptionsavailedasperIndAS101,as
applicable) as on April 1, 2022 as initially adopted on transition date i.e. April 1, 2023.
Assuch,theseSpecialPurposeComparativeIndASFinancialStatementsarenotsuitableforanyotherpurposeotherthan
forthepurposeofpreparationofRestatedFinancialInformationandarealsonotfinancialstatementspreparedpursuant
to any requirements under section 129 of the Companies Act, 2013, as amended.
TheRestatedFinancialInformationhavebeenpreparedinaccordancewiththeAct,SEBIICDRRegulationsandtheICAI
Guidance Note after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications,asapplicable,retrospectivelyinthefinancialyearsendedMarch31,2025,March31,2024
andMarch31,2023toreflectthesameaccountingtreatmentaspertheaccountingpoliciesandgrouping/classifications
followed as at and for the six months period ended September 30, 2025;
The Restated Financial Information have been approved by the Board of Directors on November 20, 2025.
Application of new and revised Ind AS
AlltheIndianAccountingStandardsissuedandnotifiedbytheMinistryofCorporateAffairsundertheCompanies(Indian
Accounting Standards) Rules, 2015 (as amended) till the financial statements are authorised for issue have been
considered in preparing these financial statements.
Presentation of Financial Statements
TheRestatedFinancialInformationoftheCompanyhavebeenpreparedtocomplyinallmaterialrespectswiththeIndian
AccountingStandards("IndAS")notifiedundertheCompanies (IndianAccounting Standards)Rules, 2015as amended,
presentation requirements ofDivision IIofScheduleIIItothe CompaniesAct,2013,(Ind AScompliantScheduleIII),as
applicable to the financial statements and other relevant provisions of the Act.
The Company generally reports financial assets and financial liabilities on a gross basis in the Balance Sheet. They are
offsetandreportednetonlywhereithaslegallyenforceablerighttooffsetthe recognisedamounts andthe Company
intendstoeithersettleonanetbasisortorealisetheassetandsettletheliabilitysimultaneouslyaspermittedbyIndAS.
Similarly,theCompanyoffsetsincomesandexpensesandreportsthesameonanetbasiswherethenettingoffreflects
the substance of the transaction or other events as permitted by Ind AS.
310VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
Functional And Presentation Currency
TheseRestatedfinancialstatementsarepresentedinIndianrupees(INR)whichisalsotheCompany’sfunctionalcurrency.
All accounts are rounded-off to the nearest lakh with two decimals, unless otherwise stated.
Basis of Measurement
The financialstatementshavebeenpreparedonahistoricalcostbasis,exceptforcertainfinancialinstrumentswhichare
measuredatfairvaluesattheendofeachreportingperiod,asrequiredbyrelevantIndAS,asexplainedintheaccounting
policiesbelow.Historicalcostisgenerallybasedonthefairvalueoftheconsiderationgiveninexchangeforgoodsand
services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transactionbetweenmarketparticipantsatthemeasurementdate,regardlessofwhetherthatpriceisdirectlyobservable
or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company
considersthecharacteristicsoftheassetorliabilityifmarketparticipantswouldtakethosecharacteristicsintoaccount
whenpricingtheassetorliabilityatthemeasurementdate.Fairvalueformeasurementand/ordisclosurepurposesin
these financial statements is determined on this basis.
FairvaluemeasurementsarecategorisedintoLevel1,2,or3basedonthedegreetowhichtheinputstothefairvalue
measurements are observable and the significance of the inputs to the fair value measurement in its entirety.
- Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;
-Level2:Thefairvalueoffinancialinstrumentsthatarenottradedin anactive marketis determinedusing valuation
techniqueswhichmaximisetheuseofobservablemarketdataandplacelimitedrelianceonentityspecificestimates.Ifall
significant inputs required to fair value an instrument are observable, the instrument is included in level 2; and
-Level3:Ifoneormoreofthesignificantinputsisnotbasedonobservablemarketdata,theinstrumentisincludedin
level 3.
Current/Non - Current classification.
TheCompanyasrequiredbyIndAS1presentsassetsandliabilitiesinthebalancesheetbasedoncurrent/non-current
classification.Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealizationincash
andcashequivalents.TheCompany’snormaloperatingcycleinrespectofoperationsrelatingtotheconstructionofreal
estateprojectsmayvaryfromprojecttoprojectdependingupon thesize ofthe project,type ofdevelopment, project
complexitiesandrelatedapprovalsandisascertainedfromcommencementofprojecttillcompletionofproject.Thereal
estate developmentprojects undertaken bythe Companygenerallyruns over aperiod ranging upto4 years.Operating
cycle for allcompleted projects is based on 12 months period.Operating assets and liabilities have been classified into
current and non-current based on their respective operating cycles.
An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle
- Held primarily for purpose of trading
- Expected to be realized within twelve months after the reporting period, or
-Cashorcashequivalentunlessrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelvemonths
after the reporting period
All other assets are classified as non-current.
A liability is treated as current when it is :
- It is expected to be settled in normal operating cycle
- It is held primarily for purpose of trading
- It is due to be settled within twelve months after the reporting period, or
-There is nounconditionalrighttodefer the settlementofthe liabilityfor atleasttwelve months after the reporting
period
All other liabilities are classified as non current.
Deferred tax assets and deferred tax liabilities are classified as non- current assets and liabilities.
311VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
Use of Estimates and Judgements
ThepreparationoffinancialstatementsinconformitywithIndASrequiresmanagementtomakeestimates,judgements
and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities
(includingcontingentliabilities)anddisclosuresasofthedateofthefinancialstatementsandthereportedamountsof
revenue and expenses for the reporting period. Actualresults could differ from these estimates.Accounting estimates
andunderlyingassumptionsarereviewedonanongoingbasisandcouldchangefromperiodtoperiod.TheManagement
believes that the estimates used in preparation of the financial statements are prudent and reasonable. Appropriate
changesinestimatesarerecognisedintheperiodsinwhichtheCompanybecomesawareofthechangesincircumstances
surroundingtheestimates.Anyrevisionstoaccountingestimatesarerecognisedprospectivelyintheperiodinwhichthe
estimate is revised and future periods.
In particular, information aboutmaterialareas ofestimation, uncertaintyand criticaljudgments inapplying accounting
policies that have the most significant effect on the amounts recognized in the financial statements is included in the
following notes:
i. Assumptions involved in actuarial valuation of defined employee benefit assets and liabilities (Refer Note 2.2.9)
ii. Fair value measurement (Refer Note 2.2.12)
iii. Contingent liabilities and provisions (Refer Note 2.2.13)
iv.Determinationofperformanceobligationsandtimingofrevenuerecognitiononrevenuefromrealestatedevelopment
(Refer Note 2.2.6)
v. Recognition of Deferred Tax Assets (Refer Note 2.2.8)
vi. Accounting for revenue and land cost for projects executed through joint development agreements (Refer Note 2.2.6)
vii. Computation of percentage completion for projects in progress, project cost and revenue (Refer Note 2.2.6)
viii.UsefullivesofProperty,PlantandEquipment,InvestmentPropertyandIntangibleAssets(ReferNote2.2.1,2.2.2and
2.2.4)
ix. Impairment of tangible and intangible assets other than goodwill (Refer Note 2.2.3)
x. Net realisable value of inventory (Refer Note 2.2.5)
xi. Impairment of trade receivables (Refer Note 2.2.11)
2.2 Material Accounting Policies
2.2.1 Property, Plant and Equipment
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and
equipment recognised as at 1st April, 2022 measured as per the previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment. (Refer Note 3a.2)
Tangibleproperty,plantandequipment(PPE)arestatedatcostlessaccumulateddepreciationand impairment,ifany.
The cost of an item of property, plant and equipment is recognised if it is probable that future economic benefits
associatedwiththeitemwillflowtotheCompanyandthecostthereofcanbemeasuredreliably.Allproperty,plantand
equipment are initially recognised at cost net of tax/ duty credits availed. Cost comprises the purchase price and any
directlyattributablecosttobringtheassettoitsworkingconditionforitsintendeduse.Subsequentexpenditureincurred
onassetsputtouseiscapitalisedonlywhenitincreasesthefutureeconomicbenefits/functioningcapabilityfrom/ofsuch
assets.Advancespaidtowardsacquisitionofproperty,plantandequipment,outstandingateachBalanceSheetdateis
classifiedascapitaladvancesunderothernon-financialassetsandthecostofassetsnotputtousebeforesuchdateare
disclosed under Capital work-in-progress.
312VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
Depreciation
Depreciationisrecognisedsoastowrite-offthecostofassetslesstheirresidualvaluesovertheirusefullives,usingthe
straight-linemethod.Theestimatedusefullives,residualvaluesanddepreciationmethodarereviewedattheendofeach
financialyear,withtheeffectofanychangesinestimateaccountedforonaprospectivebasis.Assetspurchasedduring
the year are depreciated on the basis of actual number of days the asset has been put to use in the year. Assets
individually costing Rs. 5,000/- or less are fully depreciated in the year of purchase.
Estimated useful life of assets is as below:
Category of PPE Estimated useful life as
assessed by the Company
Plant and Machinery 15 Years
Office and electrical equipments 5 Years
Computer 3 Years
Leasehold improvements 5 years
Furniture, fixture and fittings 10 Years
Bikes and Scooters 10 Years
Motor vehicles 8 Years
Changesintheexpectedusefullifeareaccountedforbychangingthedepreciationperiodormethodology,asappropriate
and treated as changes in accounting estimates.
TheManagementbelievesthattheseestimatedusefullivesarerealisticandreflectfairapproximationoftheperiodover
which the assets are likely to be used.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expectedtoarisefromthecontinueduseoftheasset.Anygainorlossarisingonthedisposalorretirementofanitemof
property,plantandequipmentisdeterminedasthedifferencebetweenthesalesproceedsandthecarryingamountof
the asset and is recognised in the Statement of Profit and Loss.
2.2.2 Intangible Assets
On transition to Ind AS, the Company has elected to continue with the carrying value of all of the Intangible assets
recognisedasat1stApril,2022measuredasperthepreviousGAAPandusethatcarryingvalueasthedeemedcostofthe
Intangible Asset. (Refer Note 3a.2).
Intangibleassetsarerecognisedwhenitisprobablethatthefutureeconomicbenefitsthatareattributabletotheasset
willflowtotheenterpriseandthecostoftheassetcanbemeasuredreliably.Intangibleassetsarestatedatoriginalcost
net of tax/ duty credits availed, if any, less accumulated amortization, and cumulative impairment. Direct expenses
(including salary costs) and administrative and other general overhead expenses that are specifically attributable to
acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets.
IntangibleassetsnotreadyfortheintendeduseonthedateoftheBalanceSheetaredisclosedas“Intangibleassetsunder
development”.
Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and
amortisation method are reviewed at the end of each financial year, with the effect of anychanges in estimate being
accounted for on a prospective basis. The estimated useful life of Software is considered as 4 years.
Anintangibleassetisderecognisedondisposal,orwhennofutureeconomicbenefitsareexpectedfromuseordisposal.
Gainsorlossesarisingfromderecognitionofanintangibleasset,measuredasthedifferencebetweenthenetdisposal
proceedsandthecarryingamountoftheasset,andarerecognisedintheStatementofProfitorLosswhentheassetis
derecognised.
313VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
2.2.3 Impairment
TheCompanyassessesateachBalanceSheetdatewhetherthereisanyindicationthatanassetmaybeimpaired.Ifany
suchindicationexists,theCompanyestimatestherecoverableamountoftheasset.Therecoverableamountisthehigher
ofanasset’snetsellingpriceanditsvalueinuse.Ifsuchrecoverableamountoftheassetortherecoverableamountof
thecashgeneratingunittowhichtheassetbelongsislessthanit’scarryingamount,thecarryingamountisreducedtoits
recoverableamount.ThereductionistreatedasanimpairmentlossandisrecognisedintheStatementofProfitandLoss.
Apreviouslyrecognisedimpairmentlossisincreasedorreverseddependingonchangesincircumstances.However,the
carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual
depreciation/amortisation had there been no impairment.
2.2.4 Investment Property
Landorbuildingheldtoearnrentalsorforcapitalappreciationorbothratherthanforuseintheproductionorsupplyof
goodsorservicesorforadministrativepurposes;orsaleintheordinarycourseofbusinessisrecognisedasInvestment
Property. Land held for acurrently undeterminedfuture useis alsorecognised asInvestmentProperty.An investment
propertyismeasuredinitiallyatitscost.Thecostofaninvestmentpropertycomprisesitspurchasepriceandanydirectly
attributable expenditure. After initial recognition, the Company carries the investment property at the cost less
accumulated depreciation and accumulated impairment, if any.
Afterinitialrecognition,theCompanymeasuresallofitsInvestmentPropertyinaccordancewithIndAS16–Property,
PlantandEquipmentrequirementsforcostmodel.ThedepreciableamountofanitemofInvestmentPropertyisallocated
onasystematicbasisoveritsusefullife,asapplicable.theCompanyprovidesdepreciationonthestraightlinemethod.
Changesintheexpectedusefullifeareaccountedforbychangingthedepreciationperiodormethodology,asappropriate
andtreatedaschangesinaccountingestimates.Theestimatedusefullives,residualvaluesanddepreciationmethodare
reviewed at the end ofeach financialyear, with the effectof anychanges in estimate accounted for on a prospective
basis.ThedepreciationchargeforeachperiodisgenerallyrecognisedintheStatementofProfitandLoss.Anygainorloss
on disposal of an Investment Property is recognised in the Statement of Profit and Loss.
Fairvalueofinvestmentpropertyisbasedonavaluationbyanindependentvaluerwhoholdsarecognisedandrelevant
professional qualification and has recent experience in the location and category of the investment property being valued.
2.2.5 Inventories
Inventories are valued as under:
(i)Land (for projectconstruction) -Land and plots other than areatransferred toconstruction workin progressatthe
commencement ofconstruction are valued atlower ofcostornetrealizablevalue.Costincludes landacquisition cost,
development charges and apportioned borrowing cost. Land inventory which is under development or held for
development/saleinnearfutureisclassifiedascurrentassets. Landwhichisheldforundetermineduse orfor future
development is classified as non-current asset/invesment property.
(ii) Project Work in Progress - Construction work in progress represents cost incurred in respect of the real estate
development projects which includes cost of land, construction cost, allocated interest and allocated expenses and is
valued at lower of cost and net realizable value.
(iii) Stock of units in completed projects - are valued at lower of Cost or Net realizable value
Direct expenditure relating to construction activity is included in cost of inventory. Other expenditure (including
borrowing costs) during construction period is included in cost of inventory to the extent the expenditure is directly
attributable to cost of bringing the assets to its working condition for its intended use. Other expenditure (including
borrowing costs) incurred during the construction period which is notdirectly attributable for bringing the assetto its
working condition for its intended use is charged to the Statement of Profit and Loss. Direct and other expenditure
including expected warranty costs is determined based on specific identification to the construction and real estate
activity. Cost incurred/ items purchased specifically for projects are taken as consumed as and when incurred/ received.
314VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
2.2.6 Revenue Recognition
i. Revenue from contracts with customers
Revenue from contract with customer is recognised, when control of the goods or services are transferred to the
customer,atanamountthatreflectstheconsiderationtowhichtheCompanyisexpectedtobeentitledinexchangefor
those goods or services. Revenue is measured based on the transaction price, whichis the consideration, adjusted for
discountsandothercredits,ifany,asspecifiedinthecontractwiththecustomer.TheCompanypresentsrevenuefrom
contractswithcustomersnetofindirecttaxesinitsStatementofProfitandLoss.TheCompanyconsiderswhetherthere
areotherpromisesinthecontractthatareseparateperformanceobligationstowhichaportionofthetransactionprice
needstobeallocated.Indeterminingthetransactionprice,theCompanyconsiderstheeffectsofvariableconsideration,
theexistenceofsignificantfinancingcomponents,non-cashconsideration,andconsiderationpayabletothecustomer(if
any). The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as
principaloragent.TheCompanyconcludedthatitisactingasaprincipalinallofitsrevenuearrangements.Thespecific
recognition criteria described below must also be met before revenue is recognised.
Revenue is recognised as follows:
a. Revenue from real estate projects
TheCompanyrecognisesrevenue,onexecutionofagreementandwhencontrolofthegoodsorservicesaretransferred
to the customer, at an amount that reflects the consideration (i.e. the transaction price) to which the Company is
expectedtobeentitledinexchangeforthosegoodsorservicesexcludinganyamountreceivedonbehalfofthirdparty
(such as indirect taxes).
AnassetcreatedbytheCompany’sperformancedoesnothaveanalternateuseandasperthetermsofthecontract,the
Companyhasanenforceablerighttopaymentforperformancecompletedtilldate.HencetheCompanytransferscontrol
ofagoodorserviceovertimeand,therefore,satisfiesaperformanceobligationandrecognisesrevenueovertheperiod
of time. The Company recognises revenue for performance obligation satisfied over the period of time only if it can
reasonably measure its progress towards complete satisfaction of the performance obligation.
Saleofresidentialandcommercialunitsconsistsofsaleofundividedshareoflandandconstructedareatothecustomer,
whichhavebeenidentifiedbytheCompanyasasingleperformanceobligation,astheyarehighlyinterrelatedwitheach
other. For contracts involving sale of real estate unit, the Company receives the consideration in accordance with the
terms of the contract in proportion of the percentage of completion of such real estate project and achievement of
milestone ofcontractand represents payments made bycustomers tosecure performanceobligation ofthe Company
underthecontractenforceablebycustomers.Suchconsiderationisreceivedandutilisedforspecificrealestateprojects
in accordance with the requirements of the Real Estate (Regulation and Development) Act, 2016. Consequently, the
Companyhasconcludedthatsuchcontractswithcustomersdonotinvolveanyfinancingelementsincethesamearises
for reasons explained above, which is other than for provision of finance to/from the customer.
The Company would not be able to reasonably measure its progress towards complete satisfaction of a performance
obligationifitlacksreliableinformationthatwouldberequiredtoapplyanappropriatemethodofmeasuringprogress.In
thosecircumstances,theCompanyrecognisesrevenueonlytotheextentofcostincurreduntilitcanreasonablymeasure
outcome of the performance obligation. The Company uses cost-based input method for measuring progress for
performanceobligationsatisfiedoverthetimeperiod.Underthismethod,theCompanyrecognisesrevenueinproportion
totheactualprojectcostincurred(includinglandandfinancecost)asagainstthetotalestimatedprojectcost(including
landcostandfinancecost).Themanagementreviewsandrevisesitsmeasureofprogressperiodicallyandareconsidered
aschangeinestimatesandaccordingly,theeffectofsuchchangesinestimatesisrecognisedprospectivelyintheperiodin
which such changes are determined.
Inrespectofsaleofstockofunitsincompletedprojects,revenueisrecognisedatthepointoftimeoftransferofcontrol
of the units upon execution of agreement.
315VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
InrespectofJointdevelopment(‘JD’)arrangementswhereinthelandowner/possessorprovideslandandinlieuofland
owner providing land, the Company transfers certain percentage of constructed area/ revenue proceeds ,the revenue
fromdevelopmentandtransferofconstructedareaisrecognisedovertheperiodoftime.Projectcostsincludefairvalue
ofsuchlandreceivedandthesameisaccountedonthecommencementoftheproject.Whenthefairvalueoftheland
receivedcannotbemeasuredreliably,therevenueandcostismeasuredatthefairvalueoftheestimatedconstruction
service rendered tothe landowner, adjusted by the amount ofany cash or cash equivalents transferred. In case of JD
arrangements,whereperformanceobligationissatisfiedovertheperiodoftime,theCompanyrecognisesrevenueonly
when it can reasonably measure its progress in satisfying the performance obligation. Until such time, the Company
recognisesrevenuetotheextentofcostincurred,providedtheCompanyexpectstorecoverthecostsincurredtowards
satisfying the performance obligation.
b. Contract Balances
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
Company performs by transferring goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration that is conditional.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
Companytransfersgoodsorservicestothecustomer,acontractliabilityisrecognisedwhenthepaymentismadeorthe
paymentisdue(whicheverisearlier).ContractliabilitiesarerecognisedasrevenuewhentheCompanyperformsunder
the contract.
AreceivablerepresentstheCompany’srighttoanamountofconsiderationthatisunconditional(i.e.,onlythepassageof
time is required before payment of the consideration is due).
c. Contract Cost Assets
Costsincurredinthenatureof salescommission(forobtainingcertaincontractstosellcertainresidentialunits)andthe
legalfees(forregistrationofsaleagreements)arerecognisedasanasset(prepaidexpense)inthenatureofincremental
costofobtainingacontract.Thesecostsareamortisedonasystematicbasisthatisconsistentwiththesatisfactionofthe
performance obligations arising out of such contracts. Such Contract Cost assets are reported under Other Assets.
d. Revenue from other Operating Activities
Revenue from marketing and commission is recognised at the point in time.
ii. Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the
Companyandtheamountofincomecanbemeasuredreliably.Interestincomeisaccruedonatimeproportionatebasis,
by reference to the principal outstanding and at the effective interest rate applicable.
316VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
2.2.7 Leases
TheCompanyfollowsIndAS116-Leasesforaccountingforcontractswhichareinthenatureofleases(otherthanshort
term leases and leases of low value assets).
Acontractis,orcontains,aleaseifthecontractconveystherighttocontroltheuseofanidentifiedassetforaperiodof
time in exchange for consideration.
As a Lessee :
TheCompanyaccountsforeachleasecomponentwithinthecontractasaleaseseparatelyfromnon-leasecomponents
of the contract and allocates the consideration in the contract to each lease component on the basis of the relative
standalone price of the lease component and the aggregate stand-alone price of the non-lease components.
The Company recognises right-of-use assetrepresenting its right touse the underlying assetfor the lease term at the
lease commencement date. The right-of-use assets are depreciated using the straight-line method from the
commencementdateovertheleaseterm.Right-of-useassetsaretestedforimpairmentwheneverthereisanyindication
thattheircarryingamountsmaynotberecoverable.Impairmentloss,ifany,isrecognisedintheStatementofProfitand
Loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencementdateofthelease.Leaseliabilitiesaremeasuredatthepresentvalueofthecontractualpaymentsdueto
thelessorovertheleaseterm,withthediscountratedeterminedbyreferencetotherateinherentintheleaseunless(as
is typically the case) this is not readily determinable, in which case the Company’s incremental borrowing rate on
commencementoftheleaseisused.Theleaseliabilityissubsequentlyremeasuredbyincreasingthecarryingamountto
reflectinterestontheleaseliability,reducingthecarryingamounttoreflecttheleasepaymentsmadeandremeasuring
the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease
payments.Variableleasepaymentsareonlyincludedinthemeasurementoftheleaseliabilityiftheydependonanindex
orrate.Insuchcases,theinitialmeasurementoftheleaseliabilityassumesthevariableelementwillremainunchanged
throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
TheCompanyrecognisestheamountofthere-measurementofleaseliabilityasanadjustmenttotheright-of-useasset.
Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the
measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in the
Statement of Profit and Loss.
The Company has elected notto applythe requirements ofInd AS 116 toshort-term leases of allassets thathave a
cancellableleasetermof12monthsorlessandleasesforwhichtheunderlyingassetisoflowvalue.Theleasepayments
associated with these leases are recognized as an expense on a straight - line basis over the lease term.
As a Lessor:
LeasesforwhichtheCompanyisalessorisclassifiedasafinanceoroperatinglease.Whenever thetermsofthelease
transfersubstantiallyalltherisksandrewardsofownershiptothelessee,thecontractisclassifiedasafinancelease.All
other leases are classified as operating leases.
2.2.8 Taxation
Income tax expense represents the sum of current tax and deferred tax.
i. Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities.Thetaxratesandtaxlawsusedtocomputetheamountarethosethatareenactedorsubstantivelyenacted,
at the reporting date and applicable to the year.
ii. Deferred tax
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements.Deferred tax is determined using tax rates (and laws) that have been enacted
orsubstantivelyenactedbytheendofthereportingperiodandareexpectedtoapplywhentherelateddeferredtaxasset
is realised or the deferred tax liability is settled.
317VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
Deferredtaxassetsare recognisedfor alldeductible temporarydifferences andunused taxlosses onlyifitis probable
that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount ofdeferred tax assets is reviewed ateach reporting date and reduced tothe extentthat itis no
longerprobablethatsufficientfuturetaxableprofitswillbeavailabletoallowallorpartofthedeferredtaxassettobe
utilised.Unrecogniseddeferredtaxassetsarere-assessedateachreportingdateandarerecognisedtotheextentthatit
has become probable that future taxable profits will allow the deferred tax asset to be recovered.
CurrenttaxanddeferredtaxisrecognisedinStatementofProfitandLoss,excepttotheextentthatitrelatestoitems
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
2.2.9 Employee Benefits
i. Short Term employee benefits
Allemployeebenefitspayablewhollywithintwelvemonthsofrenderingtheserviceareclassifiedasshort-termemployee
benefits and recognised in the period in which the employee renders the related service and include performance
incentivesandcompensatedabsenceswhichareexpectedtooccurwithintwelvemonthsaftertheperiodinwhichthe
employeerenderedtherelatedservice.Liabilitiesrecognizedinrespectofshort-termemployeebenefitsaremeasuredat
the undiscounted amount of the benefits expected to be paid in exchange for the related service.
The cost of short-term compensated absences is accounted as under:
· incaseofaccumulatedcompensatedabsences,whenemployeesrendertheservicesthatincreasetheirentitlement
of future compensated absences; and
· in case of non-accumulating compensated absences, when the absences occur.
ii. Defined Contribution Plans
The Company has defined contribution plans for employees comprising of Provident Fund and Employee’s State
Insurance.Thecontributionspaid/payabletotheseplansduringtheyeararerecognisedasemployeebenefitexpensein
theStatementofProfitandLossfortheyear.TheCompanyhasnofurtherpaymentobligationsoncethecontributions
have been paid.
iii. Defined Benefit Plans
Payment of Gratuity to employees is covered by the Gratuity Trust Scheme based on the Group Gratuity cum Life
AssuranceSchemeoftheLICofIndia,whichisadefinedbenefitschemeandtheCompanymakescontributionsunderthe
said scheme.
TheliabilityorassetsrecognisedintheBalanceSheetinrespectofdefinedbenefitgratuityplanisthepresentvalueofthe
defined benefitobligation attheend ofthe reportingperiod lessthe fairvalue ofthe planassets.Thedefined benefit
obligationisactuariallyvaluedusingtheprojectedunitcreditmethod.Thepresentvalueofthedefinedbenefitobligation
isdeterminedbydiscountingtheestimatedfuturecashoutflowsbyreferencetomarketyieldsattheendofthereporting
periodongovernmentbondsthathavetermsapproximatingtothetermsoftherelatedobligation.Thenetinterestcost
is calculated applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan
assets.ThiscostisincludedintheemployeebenefitexpensesintheStatementofProfitandLoss.Remeasurementgains
and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in
which theyoccur, directlyin other comprehensive income. They are included in retained earnings in the Statement of
ChangesinEquityandintheBalanceSheet.Changesinthepresentvalueofthedefinedbenefitobligationresultingfrom
plan amendments or curtailments are recognised immediately in Statement of Profit and Loss as past service cost.
318VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
iv. Long-term employee benefits
Compensatedabsenceswhicharenotexpectedtooccurwithintwelvemonthsaftertheendoftheperiodinwhichthe
employeerenderstherelatedservicearerecognisedasaliabilityatthepresentvalueofexpectedfuturepaymentstobe
madeinrespectofservicesprovidedbyemployeesuptotheendofthereportingperiodusingtheprojectedunitcredit
method. The benefits are discounted using the market yields at the end of the reporting period that have terms
approximatingtothetermsoftherelatedobligation.Remeasurementsasaresultofexperienceadjustmentsandchanges
in actuarial assumptions are recognised in Statement of Profit and Loss.
TheobligationsarepresentedascurrentliabilitiesintheBalanceSheetiftheentitydoesnothaveanunconditionalright
todeferthesettlementforatleasttwelvemonthsafterthereportingperiod,regardlessofwhentheactualsettlementis
expected to occur.
2.2.10 Borrowing Cost
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Interest expense is recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial
liabilities other than financial liabilities classified as FVTPL. Interest expense includes issue costs that are initially
recognizedaspartofthecarryingvalueofthefinancialliabilityandamortizedovertheexpectedlifeusingtheeffective
interestmethod.Theseincludeprocessingcharges,feesandcommissionspayabletoadvisersandotherexpensessuchas
externallegalcosts,ratingfeeetc,providedtheseareincrementalcoststhataredirectlyrelatedtotheissueofafinancial
liability.
Borrowingcosts,allocatedtoandutilisedforqualifyingassets,pertainingtotheperiodfromcommencementofactivities
relatingtoconstruction/developmentofthequalifyingassetuptothedateofcapitalisation/completionofsuchasset,is
addedtothecostoftheassets.CapitalisationofborrowingcostsissuspendedandchargedtotheStatementofProfitand
Loss during extended periods when active development activity on the qualifying assets is interrupted.
Aqualifyingassetisanassetthatnecessarilytakesasubstantialperiodoftimetogetreadyforitsintendeduseorsale
and includes the real estate projects developed by the Company.
2.2.11 Financial Instruments
i) Recognition of Financial Instruments
FinancialassetsandfinancialliabilitiesarerecognisedwhentheCompanybecomesapartytothecontractualprovisions
of the financial instruments.
ii) Initial measurement of Financial Instruments
Financialassetsandfinancialliabilitiesareinitiallymeasuredatfairvalue.However,tradereceivablesthatdonotcontain
asignificantfinancingcomponentaremeasuredattransactionprice.Transactioncoststhataredirectlyattributabletothe
acquisitionorissueoffinancialassetsandfinancialliabilities(otherthanfinancialassetsandfinancialliabilitiesatFVTPL)
areaddedtoordeductedfromtheirrespectivefairvalueoninitialrecognition.Transactioncostsdirectlyattributableto
theacquisitionoffinancialassetsorfinancialliabilitiesatFVTPLarerecognisedimmediatelyintheStatementofProfitand
Loss.
AfinancialassetandafinancialliabilityisoffsetandpresentedonanetbasisintheBalanceSheetwhenthereisacurrent
legallyenforceablerighttoset-offtherecognisedamountsanditisintendedtoeithersettleonnetbasisortorealisethe
asset and settle the liability simultaneously.
iii) Classification and Subsequent Measurement of Financial Instruments
a. Financial assets
Allregularwaypurchasesorsalesoffinancialassetsarerecognisedandderecognisedonatrade-datebasis.Regularway
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the market place.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
319VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
i) Financial assets carried at amortised cost (AC)
Afinancialassetismeasuredatamortisedcostifitisheldwithinabusinessmodelwhoseobjectiveistoholdtheassetin
ordertocollectcontractualcashflowsandthecontractualtermsofthefinancialassetsgiveriseonspecifieddatestocash
flows that are solely payments of principal and interest on the principal amount outstanding.
ii) Financial assets at fair value through Other Comprehensive Income (FVTOCI)
Afinancialassetissubsequentlymeasuredatfairvaluethroughothercomprehensiveincomeifitisheldwithinabusiness
model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the
contractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipaland
interest on the principal amount outstanding. Further, in cases where the Company has made an irrevocable election
basedonitsbusinessmodel,foritsinvestmentswhichareclassifiedasequityinstruments,thesubsequentchangesinfair
value are recognised in other comprehensive income.
iii) Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories is measured at FVTPL.
FinancialassetsatFVTPLaremeasuredatfairvalueattheendofeachreportingperiod,withanygainsorlossesarisingon
remeasurementrecognisedinprofitorloss.Thenetgainorlossrecognisedinprofitorlossincorporatesanydividendor
interest earned on the financial asset.
iv) Impairment of financial asset
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at
amortised cost, debt instruments at FVTOCI and other contractual rights to receive cash or other financial assets.
For trade receivables and other financial assets
For trade receivables or any contract assets within the scope of Ind AS 115 and that do not contain any significant
financing component in accordance with Ind AS 115, provision for bad and doubtful debts is based on the simplified
approach of impairment of trade receivables permitted by Ind AS 109 Financial instruments which requires lifetime
expectedcreditlossestoberecognizedexceptingthosewhicharecontractuallynotdueasperthetermsofthecontract
orthosewhichareconsideredrealizablebasedonacasetocasereview.Theexpectedcreditlossiscomputedbasedona
provision matrix which takes into account historical credit loss experience and is adjusted for forward looking information.
Ifthecreditriskonthetradereceivableshasnotincreasedsignificantlysinceinitialrecognition,theCompanymeasures
the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month
expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will
resultifdefaultoccurswithinthe12monthsafterthereportingdateandthus,arenotcashshortfallsthatarepredicted
over the next 12 months.
v) Derecognition of Financial Assets
TheCompanyderecognizesafinancialassetwhenthecontractualrightstothecashflowsfromthefinancialassetexpire
orwhenittransfersthefinancialassetandsubstantiallyalltherisksandrewardsofownershipoftheassettoanother
party and the transfer qualifies for derecognition under Ind AS 109.
IftheCompanyentersintotransactionswherebyittransfersassetsrecognisedonitsBalanceSheetbutretainseitherall
orsubstantiallyalloftherisksandrewardsofthetransferredassets,thetransferredassetsarenotde-recognisedandthe
proceeds received are recognised as a collateralised borrowing.
Onderecognitionofafinancialassetinitsentirety,thedifferencebetweentheasset’scarryingamountandthesumof
the consideration received and receivable and the cumulative gain or loss that had been recognised in other
comprehensive income and accumulated in equity is recognised in the Statement of Profit and Loss.
b. Financial liabilities and equity instruments
i) Classification as debt or equity
DebtandequityinstrumentsissuedbytheCompanyareclassifiedaseitherfinancialliabilitiesorasequityinaccordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
320VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
ii) Equity instruments
AnEquityInstrumentisanycontractthatevidencesaresidualinterestintheassetsoftheCompanyafterdeductingallof
its liabilities.
iii) Financial Liabilities
A financial liability is any liability that is:
Ø Contractual obligation:
- to deliver cash or another financial asset to another entity; or
- to exchange financial assets or financial liabilities with another entity under conditions that are potentially
unfavourable to the entity; or
Ø a contract that will or may be settled in the entity’s own equity instruments.
FinancialLiabilitiesaresubsequentlymeasuredatamortizedcostusingtheeffectiveinterestmethod,exceptthosethat
areclassifiedasFVTPL.FinancialLiabilityisclassifiedatFVTPLifitisheldfortradingoritisaderivativeoritisdesignated
assuchoninitialrecognition.FortradeandotherpayablesmaturingwithinoneyearfromtheBalancesheetdate,the
carrying amount approximates the fair value due to the short maturity of these instruments.
iv) Derecognition of financial liabilities
TheCompanyderecognisesfinancialliabilitieswhen,andonlywhen,theCompany’sobligationsaredischarged,cancelled
orhaveexpired.Anexchangewithalenderofdebtinstrumentswithsubstantiallydifferenttermsisaccountedforasan
extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial
modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the
debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial
liability.Thedifferencebetweenthecarryingamountofthefinancialliabilityderecognisedandtheconsiderationpaidand
payable is recognised in the Statement of Profit and Loss.
2.2.12 Fair Value Measurement
For financial assets and financial liabilities that have a short - term maturity (less than twelve months), the carrying
amounts, which are net of impairment, are a reasonable approximation of their fair value. Fair Value is the price that
wouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsat
the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique.Inestimatingthefairvalueofanassetoraliability,theCompanytakesintoaccountthecharacteristicsofthe
assetorliabilityifmarketparticipantswouldtakethosecharacteristicsintoaccountwhenpricingtheassetorliabilityat
the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is
determinedonsuchabasisandmeasurementsthathavesomesimilaritiestofairvaluebutarenotfairvalue,suchasnet
realisable value in Ind AS 2 or value in use in Ind AS 36. In addition, for financial reporting purposes, fair value
measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value
measurementsareobservableandthesignificanceoftheinputstothefairvaluemeasurementinitsentirety,whichare
described as follows:
-Level1inputsarequotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilitiesthattheentitycanaccess
at the measurement date;
-Level2inputsareinputs,otherthanquotedpricesincludedwithinLevel1,thatareobservablefortheassetorliability,
either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the asset or liability
2.2.13 Provisions, Contingent Liabilities and Contingent Assets
Provisions and liabilities are recognized in the period when itbecomes probable that there will be a future outflow of
fundsresultingfrompastoperationsoreventsandtheamountofcashoutflowcanbereliablyestimated.Thetimingof
recognitionandquantificationoftheliabilityrequirestheapplicationofjudgementtoexistingfactsandcircumstances,
whichcanbesubjecttochange.Thecarryingamountsofprovisionsandliabilitiesarereviewedregularlyandrevisedto
take account of changing facts and circumstances.
321VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
ProvisionsarerecognisedwhentheCompanyhasapresentobligation(legalorconstructive)asaresultofapastevent.
Theamountrecognisedasaprovisionisthebestestimateoftheconsiderationrequiredtosettlethepresentobligationat
theendofthereportingperiod,consideringtherisksanduncertaintiessurroundingtheobligation.Whenaprovisionis
measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those
cash flows (when the effect of the time value of money is material).
ContingentLiabilitiesaredisclosedwhentheCompanyhasapossibleobligationorapresentobligationanditisprobable
thatanoutflowofresourceswillnotberequiredtosettletheobligationortheamountofobligationcannotbemeasured
with sufficient reliability.
Contingentassetsarenotrecognizedinthebooksofaccount.Ifithasbecomevirtuallycertainthataninflowofeconomic
benefitswillarise,thentherelatedassetisnotacontingentassetandsuchassetandtherelatedincomearerecognisedin
thefinancialstatementsoftheperiodinwhichthechangeoccurs.Ifaninflowofeconomicbenefitshasbecomeprobable,
the Company discloses the contingent asset.
Provisions,ContingentLiabilities,andContingentAssetsarereviewedateachBalanceSheetdateandadjustedtoreflect
the current best estimates.
2.2.14 Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
- estimated amount of contracts remaining to be executed on capital account and not provided for;
- uncalled liability on shares and other investments partly paid;
- other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of the
management.
2.2.15 Foreign Currencies
The functional currency and presentation currency of the Company is Indian Rupee (INR). Functional currency of the
CompanyhasbeendeterminedbasedontheprimaryeconomicenvironmentinwhichtheCompanyoperatesconsidering
the currency in which funds are generated, spent and retained.
Transactions in currencies other than the Company’s functional currency are recorded on initial recognition using the
exchangerateatthetransactiondate.AteachBalanceSheetdate/reportingdate,foreigncurrencymonetaryitemsare
reportedattheprevailingclosingspotrate.Non-monetaryitemsthataremeasuredintermsofhistoricalcostinforeign
currency are not retranslated.
ExchangedifferencesthatariseonsettlementofmonetaryitemsoronreportingofmonetaryitemsateachBalanceSheet
date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in which they arise.
2.2.16 Cash and Cash Equivalents
CashandCashEquivalentsincludecashatbanksandcashonhand,demanddepositswithbanks,othershort-termhighly
liquidinvestmentswithoriginalmaturitiesofthreemonthsorlessthatarereadilyconvertibletoknownamountsofcash
andwhicharesubjecttoaninsignificantriskofchangesinvalue.Theyareheldforthepurposesofmeetingshort-term
cash commitments (rather than for investment or other purposes).
2.2.17 Segment Reporting
Operatingsegmentsarethosecomponentsofthebusinesswhoseoperatingresultsareregularlyreviewedbythechief
operating decision maker (CODM) of the Company to make decisions for performance assessment and resource
allocation. The reporting of segment information is the same as provided to the management for the purpose of the
performance assessment and resource allocation to the segments. Segment accounting policies are in line with the
accounting policies of the Company.
2.2.18 Events after reporting date
If the Company receives information after the reporting period, but prior to the date of approved for issue, about
conditionsthatexistedattheendofthereportingperiod,itwillassesswhethertheinformationaffectstheamountsthat
itrecognises in its financialstatements. The Companywilladjustthe amounts recognised in its financialstatements to
reflectanyadjustingeventsafterthereportingperiodandupdatethedisclosuresthatrelatetothoseconditionsinlightof
the new information. For non-adjusting events after the reporting period, the Company will not change the amounts
recognised in its financial statements, but will disclose the nature of the non-adjusting event and an estimate of its
financial effect, or a statement that such an estimate cannot be made, if applicable.
322VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
2.2.19 Earnings per share
Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholders
bytheweightedaveragenumberofequitysharesoutstandingduringtheperiod.Theweightedaveragenumberofequity
sharesoutstandingduringtheperiodisadjustedforeventssuchasbonusissuethathavechangedthenumberofequity
shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per
share,thenetprofitorlossfortheperiodattributabletoequityshareholdersandtheweightedaveragenumberofshares
outstandingduringtheperiodareadjustedfortheeffectsofalldilutivepotentialequityshares.Potentialequityshares
are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from
continuingordinaryoperations.Potentialdilutiveequitysharesaredeemedtobeconvertedasatthebeginningofthe
period, unless they have been issued at a later date.
2.2.20 Cash Flow Statement
The Cash Flow Statement shows the changes in cash and cash equivalents arising during the year from operating
activities, investing activities and financing activities.
Thecashflowsfromoperatingactivitiesaredeterminedbyusingtheindirectmethod.Netincomeisthereforeadjusted
by non-cash items, such as measurement gains or losses, changes in provisions, impairment of property, plant and
equipmentandintangibleassets,aswellaschangesfromreceivablesandliabilities.Inaddition,allincomeandexpenses
from cash transactions that are attributable to investing or financing activities are eliminated.
ForthepurposeoftheStatementofCashFlows,cashandcashequivalentsconsistofcashandshort-termdeposits, net
of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
2.2.21 Standards issued but not yet effective
MinistryofCorporateAffairs(“MCA”)notifiesnewstandardsoramendmentstotheexistingstandardsunderCompanies
(IndianAccountingStandards)Rulesasissuedfromtimetotime.ForthesixmonthsendedSeptember30,2025,MCAhas
not notified any new standards or amendments to the existing standards applicable to the Company.
323VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
3a Property, Plant and Equipment and Intangible Assets
Gross Block Accumulated Depreciation Net Block
Particulars As at As at As at Depreciation Deductions / As at As at As at
Additions Deletions
April 1, 2025 Sept 30, 2025 April 1, 2025 for the period Adjustments Sept 30, 2025 Sept 30, 2025 March 31, 2025
A) Property, Plant and Equipment
Land - 789.61 - 7 89.61 - - - - 7 89.61 -
Building - 1,148.96 - 1 ,148.96 - 0.10 - 0 .10 1 ,148.86 -
Plant & Machinery 1 6.44 4 7.82 - 6 4.26 2 .62 0 .72 - 3 .34 6 0.92 1 3.82
Furniture and Fixtures 5 6.84 9 .83 - 6 6.67 2 .49 3 .02 - 5 .51 6 1.16 5 4.35
Vehicles 2 20.67 - - 2 20.67 8 5.83 1 5.41 - 1 01.24 1 19.43 1 34.84
Office Equipments 1 7.22 8 .87 - 2 6.09 2 .13 1 .87 - 4 .00 2 2.09 1 5.09
Computers 4 3.79 1 6.06 - 5 9.85 1 9.87 6 .85 - 2 6.72 3 3.13 2 3.92
Electrical Fittings 1 3.23 2 .09 - 1 5.32 0 .66 0 .70 - 1 .36 1 3.96 1 2.57
Total 3 68.19 2 ,023.24 - 2,391.43 1 13.60 28.67 - 142.27 2,249.16 254.59
B) Intangible Assets
Trade Mark - - - - - - - - - -
Computer Software 6.14 1 .06 - 7 .20 6.14 0 .08 - 6 .22 0 .98 -
Total 6.14 1.06 - 7 .20 6.14 0.08 - 6.22 0.98 -
Total (A+B) 3 74.33 2 ,024.30 - 2,398.63 1 19.74 28.75 - 148.49 2,250.14 254.59
Gross Block Accumulated Depreciation Net Block
Particulars As at As at As at Depreciation Deductions / As at As at As at
Additions Deletions
April 1, 2024 March 31, 2025 April 1, 2024 for the year Adjustments March 31, 2025 March 31, 2025 March 31, 2024
A) Property, Plant and Equipment
Plant & Machinery 1 7.69 6 .23 7 .48 1 6.44 2 .94 1 .86 2 .18 2 .62 1 3.82 1 4.75
Furniture and Fixtures 7 .90 5 4.69 5 .75 5 6.84 5 .15 1 .52 4 .18 2 .49 5 4.35 2 .75
Vehicles 1 87.02 3 7.87 4 .22 2 20.67 5 5.54 3 2.13 1 .84 8 5.83 1 34.84 1 31.48
Office Equipments 4 .35 1 5.85 2 .98 1 7.22 1 .64 2 .04 1 .55 2 .13 1 5.09 2 .71
Computers 3 1.69 1 3.51 1 .41 4 3.79 1 0.95 9 .35 0 .43 1 9.87 2 3.92 2 0.74
Electrical Fittings 0 .71 1 2.52 - 1 3.23 0 .28 0 .38 - 0 .66 1 2.57 0 .43
Total 2 49.36 140.67 21.84 368.19 76.50 47.28 10.18 113.60 2 54.59 172.86
B) Intangible Assets
Trade Mark - - - - - - - - - -
Computer Software 6.14 - - 6 .14 6.14 - - 6 .14 - -
Total 6.14 - - 6 .14 6.14 - - 6.14 - -
Total (A+B) 2 55.50 140.67 21.84 374.33 82.64 47.28 10.18 119.74 2 54.59 172.86
324VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Gross Block Accumulated Depreciation Net Block
Particulars As at As at As at Depreciation Deductions / As at As at As at
Additions Deletions
April 1, 2023 March 31, 2024 April 1, 2023 for the year Adjustments March 31, 2024 March 31, 2024 March 31, 2023
A) Property, Plant and Equipment
Plant & Machinery 1 3.43 4.26 - 17.69 1.39 1 .55 - 2.94 1 4.75 12.04
Furniture and Fixtures 7.90 - - 7 .90 2.60 2 .55 - 5.15 2 .75 5 .30
Vehicles 1 66.57 20.45 - 187.02 2 6.54 29.00 - 55.54 1 31.48 140.03
Office Equipments 2.37 1.98 - 4 .35 0.90 0 .74 - 1.64 2 .71 1 .47
Computers 1 5.16 16.53 - 31.69 4.28 6 .67 - 10.95 2 0.74 10.88
Electrical Fittings 0.71 - - 0 .71 0.18 0 .10 0.28 0 .43 0 .53
Total 2 06.14 43.22 - 249.36 35.89 40.61 - 76.50 1 72.86 170.25
B) Intangible Assets
Trade Mark - - - - - - - - - -
Computer Software 6.14 - - 6 .14 6.14 - - 6.14 - -
Total 6 .14 - - 6 .14 6 .14 - - 6.14 - -
Total (A+B) 2 12.28 43.22 - 255.50 42.03 40.61 - 82.64 1 72.86 170.25
Gross Block Accumulated Depreciation Net Block
Particulars As at As at As at Depreciation Deductions / As at As at As at
Additions Deletions
April 1, 2022 March 31, 2023 April 1, 2022 for the year Adjustments March 31, 2023 March 31, 2023 April 1, 2022
A) Property, Plant and Equipment
Plant & Machinery 1 3.38 0.05 - 13.43 - 1 .39 - 1.39 1 2.04 13.38
Furniture and Fixtures 7.33 0.57 - 7 .90 - 2 .60 - 2.60 5 .30 7 .33
Vehicles 148.70 22.09 4.22 166.57 - 26.96 0 .42 26.54 1 40.03 148.70
Office Equipments 1.82 0.55 - 2 .37 - 0 .90 - 0.90 1 .47 1 .82
Computers 8.26 6.90 - 15.16 - 4 .28 - 4.28 1 0.88 8 .26
Electrical Fittings 0.68 0.03 - 0 .71 - 0 .18 - 0.18 0 .53 0 .68
Total 1 80.17 30.19 4.22 206.14 - 36.31 0 .42 35.89 1 70.25 180.17
B) Intangible Assets
Trade Mark - - - - - - - - - -
Computer Software 6.14 - - 6 .14 - 6 .14 - 6.14 - 6 .14
Total 6 .14 - - 6 .14 - 6.14 - 6.14 - 6 .14
Total (A+B) 1 86.31 30.19 4.22 212.28 - 42.45 0 .42 42.03 1 70.25 186.31
325VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
3a.1 No Property, Plant and Equipment and Intangible Assets have been revalued during the period/ year.
3a.2 For the purpose of this financialstatements the Company has elected to continue with the carrying value of allof its Property,Plant and Equipment and Intangible Assets recognised as of April 1, 2022,
measured as per the previous GAAP and use that carrying value as its deemed cost as of the Adoption Date.
Accumulated
Gross Block as at Carrying value as at
Particulars Depreciation/Amortization as at
April 1, 2022 April 1, 2022
April 1, 2022
A) Property, Plant and
Equipment
Computers 47.70 3 9.44 8.26
Vehicles 232.87 8 4.17 148.70
Electrical Fittings 1.91 1 .23 0.68
Office Equipments 6.43 4 .61 1.82
Furniture and fixtures 29.77 2 2.44 7.33
Plant & Machinery 23.98 1 0.60 13.38
Total 342.66 162.49 180.17
B) Intangible Assets
Trade Mark 33.30 33.30 -
Computer Software 24.56 18.42 6.14
Total 57.86 51.72 6.14
3b Intangible Assets under Development As at As at As at As at
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening carrying amount - - - -
Additions during the period/year 1 .62 - - -
Assets capitalised during the period/year - - - -
Closing carrying amount 1 .62 - - -
3b.1 Ageing schedule of Intangible Assets under Development
Amount in Intangible Assets under Development for a period of
Intangible Assets under Development Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 1.62 - - -
The Company does not have any material Intangible Assets under Development which is overdue or has exceeded its cost compared to its original plan and hence the disclosure of Intangible Assets under
Development completion schedule is not applicable.
326VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at As at As at
4 Other Financial Assets
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non current
Fixed Deposit with original maturity more than 12 months (Refer Note 4.1 986.05 950.95 890.92 837.30
and 4.2)
Deposits 0.25 0.25 0.25 2.89
Deposit with Landowners for Joint Development Arrangements 177.07 169.79 156.38 144.00
1,163.37 1,120.99 1,047.55 984.19
b. Current
(Unsecured, considered good)
Deposits 2 .10 2 .10 1 .42 -
Contract Assets - Unbilled Revenue (Refer Note 28) 3,627.92 1,420.49 882.60 483.04
3,630.02 1,422.59 884.02 483.04
4,793.39 2,543.58 1,931.57 1,467.23
4.1 FixedDepositamountingtoRs.2.96LakhsasonSeptember30,2025(March31,2025-Rs.0.46Lakhs,March31,2024NilandMarch31,2023Nil)
with remaining maturity period of more than twelve months has been pledged with various Government authorities.
4.2 FixedDepositamountingtoRs.926.15LakhsasonSeptember30,2025 (March31,2025Rs.923.69Lakhs,March31,2024Rs.865.27Lakhsand
March31,2023Rs.815.00Lakhs)withoriginalmaturityperiodmorethan12monthshasbeenpledgedwithAxisBankLimitedandHDFCBank
Limited as security for Overdraft facility.
As at As at As at As at
5 Deferred Tax Assets (Net)
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Deferred Tax Asset
Provisions and other disallowances 86.16 79.28 86.32 47.71
b. Deferred Tax Liability
On excess of net book value over written down value of
21.43 7.37 9.72 10.40
fixed asset as per Income tax Act
On Ind AS adjustments 47.67 40.94 110.42 84.75
17.06 3 0.97 ( 33.82) ( 47.44)
5.1 Movement in Deferred tax
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the period/ year 30.97 (33.82) (47.44) 1 4.08
- to profit and loss (21.84) 63.00 12.36 (63.17)
- to other comprehensive income 7.93 1.79 1.25 1.65
Balance as at the end of the period/ year 17.06 30.97 (33.82) (47.44)
As at As at As at As at
6 Other Assets
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non current
Income taxes (Net) 12.37 14.02 8.70 -
Prepaid Expenses 125.62 134.46 75.86 53.49
137.99 148.48 84.56 53.49
b. Current
(Unsecured, Considered good)
Prepaid Expenses 1 69.89 143.30 6 9.33 2 5.49
Advance for land purchase (Refer Note 6.1) 1,520.50 1,098.11 573.07 225.72
Issue related expenses (Refer Note 6.2) 59.00 - - -
Advances for Supplies and Services 7 6.19 106.80 100.43 6 5.14
Balance with Statutory Authorities 1 7.21 1 5.07 1 9.61 4 .06
Advance to Staff 4 .78 1 .63 4 .71 5 .32
(Unsecured, Considered doubtful)
Advance for land purchase 2 20.75 220.75 225.75 -
Less: Provision for doubtful advance ( 220.75) ( 220.75) ( 225.75) -
1,847.57 1 ,364.91 7 67.15 3 25.73
1,985.56 1,513.39 851.71 379.22
327VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
6.1 AdvancespaidbytheCompanytothesellertowardsoutrightpurchaseoflandisrecognisedaslandadvanceunderothercurrentassetsduringthe
courseofobtainingclearandmarketabletitle,freefromallencumbrancesandtransferoflegaltitletotheCompany,whereuponitistransferredto
Land(forprojectconstruction)underinventories.Havingregardtothenatureofbusiness,theseincludeamountsrelatingtoprojectsthatcouldtake
asubstantialperiodoftimetoconclude.Managementhasevaluatedthestatusoftheseprojectsandisconfidentofperformanceofobligationsby
thecounter-parties.Intheviewofthemanagement,theseadvancesareinaccordancewiththenormaltradepracticeandarenotinthenatureof
loans or advance in the nature of loans.
6.2 AsatSeptember30,2025,theCompanyhasincurredexpensesforvariousservicesinconnectionwithproposed publicofferofequityshares
aggregating to Rs 59.00 Lakhs for Initial Public Offering (IPO) and will be accounted as deduction from Equity on completion of IPO.
As at As at As at As at
7 Inventories
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Land (for project construction) 9,638.29 9,368.75 1,025.31 2,702.37
Stock of units in completed projects - 219.12 1,596.14 2,153.59
Projects Work-in-Progress 12,639.82 12,326.00 12,534.82 9,535.97
2 2,278.11 2 1,913.87 15,156.27 1 4,391.93
7.1 TheCompanyinitsnormalcourseofbusinessobtainsandmaintainsregulatory,statutoryandlegalapprovals/clearancesofitsproperties/projects
and there are no claims/disputes against the Company on account of the same.
As at As at As at As at
8 Trade Receivables
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, Considered Good (Refer Note 8.1) 4 ,494.89 2 ,739.88 1 ,051.87 639.39
Trade receivables which have significant increase in credit risk - - 8 6.37 -
Less: Allowance for bad and doubtful debts - - ( 86.37) -
4,494.89 2 ,739.88 1 ,051.87 6 39.39
8.1 Ageing Schedule of Trade Receivables
Ageing as at September 30,2025
Outstanding for following periods from the due date of payment
Particulars Not Due Less than 6 6 months -1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade
Receivables - considered - 4,095.80 322.40 76.69 - - 4,494.89
good
(ii) Undisputed Trade
Receivables - which have
- - - - - - -
significant increase in credit
risk
Total - 4,095.80 322.40 76.69 - - 4,494.89
Ageing as at March 31,2025
Outstanding for following periods from the due date of payment
Particulars Not Due Less than 6 6 months -1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade
Receivables - considered - 2,536.11 203.77 - - - 2,739.88
good
(ii) Undisputed Trade
Receivables - which have
- - - - - - -
significant increase in credit
risk
Total - 2,536.11 203.77 - - - 2,739.88
328VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Ageing as at March 31,2024
Outstanding for following periods from the due date of payment
Particulars Not Due Less than 6 6 months -1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade
Receivables - considered - 940.52 111.35 - - - 1,051.87
good
(ii) Undisputed Trade
Receivables - which have
- 20.15 35.13 31.09 - - 86.37
significant increase in credit
risk
Total - 960.67 146.48 31.09 - - 1,138.24
Ageing as at March 31,2023
Outstanding for following periods from the due date of payment
Particulars Not Due Less than 6 6 months -1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade
Receivables - considered - 568.40 70.45 0.55 - - 639.39
good
(ii) Undisputed Trade
Receivables - which have - - - - - - -
significant increase in credit
Total - 568.40 70.45 0.55 - - 639.39
8.2 Movement in provision for doubtful receivables (expected credit loss allowance) is given below:
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance as the beginning of the period/ year - 8 6.37 - -
Additions/(Reversal) during the period/ year, net - ( 86.37) 8 6.37 -
Balance as at the end of the period/ year - - 8 6.37 -
As at As at As at As at
9a Cash and Cash Equivalents
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cash on Hand 0 .85 0 .22 0 .20 0 .45
Balances with Banks
Deposits Accounts - 3 00.85 2 ,113.78 1 ,857.32
Current Accounts 4 ,240.75 3 ,367.30 8 06.67 6 93.83
4 ,241.60 3 ,668.37 2 ,920.65 2 ,551.60
9a.1 BalanceswithbanksincurrentaccountsincludedebitbalancesinOverdraft/CashCreditaccountamountingtoRs.274.06Lakhs(March31,2025-
Rs.109.63 Lakhs, March 31, 2024 - Rs. 243.31 Lakhs and March 31, 2023 - Rs. 331.17 Lakhs)
9a.2 BalanceswithbanksincurrentaccountsincludebalancesinescrowaccountsaggregatingtoRs.3,784.07Lakhs(March31,2025-Rs.3,190.69Lakhs,
March 31,2024 - Rs.534.27 Lakhs and March 31,2023 - Rs. 215.87 Lakhs) maintained as per Real Estate (Regulation and Development) Act.
As at As at As at As at
9b Other Balances with Banks
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balances with Banks
Deposits Accounts - 0 .57 1 .06 1 .86
- 0 .57 1 .06 1 .86
9b.1 Represents deposits with remaining maturity period of less than twelve months pledged with various Government authorities.
329VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at As at As at
10 Equity Share Capital
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Share Capital
Authorised
5,00,00,000 Equity Shares (March 31, 2025, March 31, 2024 and March 31, 2023 - 50,00,000) of Rs. 10/- each
5,000.00 500.00 500.00 500.00
5,000.00 500.00 500.00 500.00
Issued, Subscribed and Fully Paid Up
3,37,50,000 Equity Shares (March 31, 2025, March 31, 2024 and March 31, 2023 - 50,00,000) of Rs. 10/- each
3,375.00 500.00 500.00 500.00
3,375.00 500.00 500.00 500.00
10.1 During the six months ended September 30, 2025, the Company increased its Authorised Share Capital from Rs. 500.00 Lakhs (50,00,000 Equity Shares of Rs. 10 each) to Rs. 5,000.00 Lakhs
(5,00,00,000 Equity Shares of Rs. 10 each)by altering the Capital Clause of its Memorandum of Association pursuant to the approval accorded by the members at theExtra-Ordinary General
Meeting held on July 07,2025. The change has been duly filed with the Registrar of Companies in Form SH-7.
10.2 Details of Shareholders holding more than 5% in the Company
As at Sept 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Share Holder
No. of shares % of Holding No. of shares % of Holding No. of shares % of Holding No. of shares % of Holding
Kochouseph Chittilappilly 2,26,98,500 67% 3 0,07,500 60% 1 8,50,000 37% 18,50,000 37%
Kochouseph Chittilappilly,
8 3,50,000 25% 1 6,50,000 33% 1 6,50,000 33% 16,50,000 33%
Managing Trustee -K Chittilappilly Trust
Arun.K.Chittilappilly - - - - 5,00,000 10% 5 ,00,000 10%
Mithun.K.Chittilappilly - - - - 5,00,000 10% 5 ,00,000 10%
Sheela Kochouseph - - - - 5,00,000 10% 5 ,00,000 10%
3,10,48,500 92% 46,57,500 93% 50,00,000 100% 50,00,000 100%
330VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
10.3 Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
As at Sept 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars
No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Balance as at the beginning of the period/ 50,00,000 5 00.00 50,00,000 5 00.00 50,00,000 500.00 5 0,00,000 500.00
year
Shares issued during the period/ year 2,87,50,000 2,875.00 - - - - - -
Balance as at the end of the period/ year 3,37,50,000 3,375.00 50,00,000 500.00 50,00,000 500.00 50,00,000 500.00
10.4 TheCompanyhasissuedonlyoneclassofequityshareshavingaparvalueofRs.10each.Theholderofequitysharesareentitledtoonevotepershare.IntheeventofliquidationoftheCompany,
theholdersofEquityShareswillbeentitledtoreceiveremainingassetsoftheCompanyafterpaymentofallliabilities.ThedistributionwillbeinproportiontothenumberofEquitySharesheldby
the shareholders.
10.5 DuringthesixmonthsendedSeptember30,2025,theCompanyissued17,50,000equitysharesofRs.10eachasRightsSharesatapriceofRs.1,000pershare.TheCompanyreceivedsubscriptions
for 17,50,000 shares and the shares were allotted on August 21, 2025. The rights issue was approved by the Board of Directors on August 01, 2025.
10.6 DuringthesixmonthsendedSeptember30,2025,theCompanyissued2,70,00,000bonussharesofRs.10eachtotheexistingshareholders intheratioof 4:1.Theissuewasapprovedby the
shareholders at the Annual General Meeting held on September 22, 2025 and the shares were allotted on September 25, 2025.
10.7 The Company has not bought back shares during the period.
10.8 Shares held by Promoters at the end of each of the reporting period.
As at Sept 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of the Promoter
No. of Shares % of Holding No. of Shares % of Holding No. of Shares % of Holding No. of Shares % of Holding
Kochouseph Chittilappilly 2,26,98,500 67% 3 0,07,500 60% 1 8,50,000 37% 18,50,000 37%
Kochouseph Chittilappilly, Managing Trustee- 25% 33%
8 3,50,000 1 6,50,000 1 6,50,000 33% 16,50,000 33%
K Chittilappilly Trust
Arun.K.Chittilappilly - - - - 5,00,000 10% 5 ,00,000 10%
Mithun K Chittilappilly - - - - 5,00,000 10% 5 ,00,000 10%
Sheela Kochouseph - - - - 5,00,000 10% 5 ,00,000 10%
Total 3,10,48,500 92% 46,57,500 93% 50,00,000 100% 50,00,000 100%
331VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
10.9 Changes in Shareholding of promoters
As at Sept 30, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of the Promoter
% Change during the period % Change during the year % Change during the year % Change during the year
Kochouseph Chittilappilly 655% 63% - -
Kochouseph Chittilappilly, Managing Trustee- 406% - - -
K Chittilappilly Trust
Arun.K.Chittilappilly - (100%) - -
Mithun K Chittilappilly - (100%) - -
Sheela Kochouseph - (100%) - -
As at As at As at As at
11 Other Equity
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Retained earnings 7,205.98 6,053.44 4,010.85 3,228.88
Securities Premium Account 14,625.00 - - -
Other Comprehensive Income (32.63) (9.05) (3.75) (4.91)
21,798.35 6 ,044.39 4 ,007.10 3 ,223.97
Nature and Purpose of Reserves
(i) Retained Earnings: Represents the accumulated profit/(loss) and net amount of appropriations made to/from Retained Earnings.
(ii) Securities Premium Account : Represents the premium on issue of equity shares.
(iii) Other Comprehensive Income: Represents gain/ (loss) on remeasurement of the net defined benefit plan (net of tax).
332VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at As at As at
12 Borrowings
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non Current Borrowings
Secured Loans
Term Loans
From Banks 1,733.95 1 34.93 1 5.47 -
Unsecured Loans
Loans from related parties - 1 0,288.77 8,508.16 1 ,153.26
Less: Current maturities of non current borrowings (Secured) ( 213.46) ( 5.68) ( 3.06) -
1 ,520.49 1 0,418.02 8 ,520.57 1,153.26
b. Current Borrowings
Secured Loans
Term Loans
From Banks 213.46 5 .68 3 .06 -
From Financial Institution - - - 7 5.44
Loans repayable on demand - Overdraft 3,123.38 - - -
Unsecured Loans
Loans repayable on demand (Secured by Mutual Funds in the name
- - - 0.17
of Director Mr. Kochouseph Chittilappilly)
Loans from related parties - 7,273.29 3,499.02 10,985.89
3 ,336.84 7 ,278.97 3 ,502.08 11,061.50
4 ,857.33 1 7,696.99 1 2,022.65 12,214.76
12.1 Terms of Secured loans
12.1.1Vehicleloans(includedundertermloansfromBanksandFinancialInstitutions)aresecuredbythevehicleandthetermsofRepayment
areasperthescheduleofloanonanequatedmonthlyinstalmentattheagreeddate.Theseloansaresubjecttointerestraterangingfrom8.95%
to9.00%p.a.Thebalancesofsuchloansincludeinterestaccruedbutnotdueonborrowings asatSeptember30,2025amountingtoRs.0.13
Lakhs (March 31,2025 - Rs. 0.15 Lakhs, March 31, 2024 - Rs. 0.09 Lakhs and March 31, 2023 - Rs. 0.24 Lakhs)
12.1.2 Project Loan (included under term loans from banks) obtained from South Indian Bank Ltd. during the year 2024-25 is secured by
mortgageoftheproject"QueensPark"atEdapallyincludingthepresentandfuturebuiltupareaintheprojectfinancedbytheBankandpersonal
guaranteeofMr.KochousephChittilappilly(ManagingDirector).Thecollateralsecurityincludesamortgageover22.99Aresoflandownedbythe
CompanyinEdapallyNorthVillage.Thetermloanhasamoratoriumonrepaymentfor24monthsandthereafterprincipalhastoberepaidin8
quarterly instalments. The loan is issued at floating interest rate of repo rate +2.10%.
12.1.3Termloanforpropertyis securedbythemortgageofpropertyheldbytheCompanyinVazhakkalaandthepersonalguaranteeofMr.
KochousephChittilappilly(ManagingDirector)andisrepayablein84monthlyinstallments.Theloanisissuedatfloatinginterestrateofreporate
+ 2.15%.
12.2 Terms of Unsecured loans
12.2.1Theaboveunsecuredloansacceptedfromdirectorsrepresentamountsbroughtinfromtheirownsources,asperdeclarationsreceived
fromthemandhencearenotdepositswithinthemeaningofSection73to76ofCompaniesAct,2013,alongwithinterestcompoundedannually
is repayable only after 12 months from balance sheet date, as mutually agreed.
12.2.2AmountofBorrowingsguaranteedbydirectorsasatSeptember30,2025Nil (March31,2025Nil,March31,2024NilandMarch31,2023-
Rs. 0.17 Lakhs)
333VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
12.2.3 Loans from related parties includes term loans givenfor specifiedprojects andthe respectiveloans arerepayable afterobtaining of
occupancy certificate of the respective projects.
12.2.4InterestonDirectorsloanispayableat8.00%,8.00%,8.00%and7.50%p.aonmonthlyoutstandingbalanceofprincipalduringperiod
ended September 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.
12.2.5ThedebitbalanceinoverdraftfacilityofSeptember30,2025-Rs.274.06Lakhs(March31,2025-Rs.109.63Lakhs,March31,2024-Rs
243.31LakhsandMarch31,2023-Rs331.17Lakhs)isclassifiedasbalancewithbanksincurrentaccountinNote9a.InterestrateonBank
overdraft ranges from 6.75 % to 10.30% p.a.
12.2.6TheCompanyhasnotbeendeclaredasawilfuldefaulterbyanybankorfinancialinstitutionorotherlenderduringanyofthereporting
periods.
As at As at As at As at
13 Other Financial Liabilities
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non Current
Retention Money Payable 1 85.94 3 01.71 1 01.49 2 4.67
Liabilities under Joint Development Agreement (Refer Note 13.1) 7 9.72 1 80.08 6 15.11 8 76.60
265.66 481.79 716.60 9 01.27
b. Current
Retention Money Payable 2 84.96 3 9.28 1 91.45 2 60.04
Liabilities under Joint Development Agreement (Refer Note 13.1) 3 88.82 5 16.97 3 37.77 1 0.42
Other Payables 9 8.82 3 6.77 1 2.96 1 5.61
772.60 593.02 542.18 2 86.07
1 ,038.26 1 ,074.81 1 ,258.78 1,187.34
13.1 RepresentsamountrecordedaspayableinrespectofJointdevelopmentarrangementswithlandownersfordevelopmentrightsreceivedinlieu
of transfer of agreed percentage of constructed area/ revenue proceeds.
As at As at As at As at
14 Provisions
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non Current
Provision for Employee Benefits (Refer Note 27)
Gratuity 4 0.67 2 .94 2 .83 3.91
Leave Encashment 1 08.03 8 0.28 6 6.34 5 9.03
Other:
Provision for Warranty (Refer Note 14.1 and 14.2) 1 98.91 1 98.91 1 75.91 1 30.00
347.61 282.13 245.08 1 92.94
b. Current
Provision for Employee Benefits (Refer Note 27)
Leave Encashment 7.40 6 .27 5 .27 4.79
7 .40 6 .27 5 .27 4 .79
355.01 288.40 250.35 1 97.73
Amount
Additional Unused
As at used/charged Unwinding of As at
14.1 Name of Provision provision during amount
April 1, 2025 during the Provision Sept 30, 2025
the period reversed
period
Provision for Warranty 198.91 - - - - 1 98.91
Additional Amount Unused
As at Unwinding of As at
Name of Provision provision during used/charged amount
April 1, 2024 Provision March 31, 2025
the year during the year reversed
Provision for Warranty 175.91 23.00 - - - 1 98.91
334VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Additional Amount Unused
As at Unwinding of As at
Name of Provision provision during used/charged amount
April 1, 2023 Provision March 31, 2024
the year during the year reversed
Provision for Warranty 130.00 45.91 - - - 1 75.91
Additional Amount Unused
As at Unwinding of As at
Name of Provision provision during used/charged amount
April 1, 2022 Provision March 31, 2023
the year during the year reversed
Provision for Warranty 61.00 69.00 - - - 1 30.00
14.2 TheProvisionforWarrantyrelatestothecompletedconstructionprojectsasatendoftheyear/period.Theprovisionhasbeencreatedbasedon
internalestimatesrelatingtotheexpectedclaimsonstructuraldefectsonthecompletedresidentialprojects.ConsideringthattheCompanyhas
not received any material Warranty claims till date, the Company expects that the provision will be settled/reversed only after an average
durationof5yearsfromcompletionoftheproject.TheProvisionforWarrantyhasbeenestimatedonanundiscountedbasissincetheeffectof
time value of money is not expected to be material.
As at As at As at As at
15 Trade Payables
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Total outstanding dues of Micro Enterprises and Small Enterprises (Refer
1 78.49 5 9.39 1 62.89 5 9.05
Note 15.1 and 15.2)
Total outstanding dues of creditors other than Micro Enterprises and Small
4 01.64 6 12.99 3 91.04 2 70.59
Enterprises (Refer Note 15.1)
580.13 672.38 553.93 3 29.64
15.1 Ageing Schedule of Trade Payables
Ageing as at September 30,2025
Outstanding for following periods from the due date of payment
Particulars More than 3
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME - 178.49 - - - - 178.49
(ii) Others 79.86 - 309.17 10.13 1.18 1.30 401.64
(iii) Disputed dues
- - - - - - -
– MSME
(iv) Disputed dues
- - - - - - -
– Others
Total 79.86 178.49 309.17 10.13 1.18 1.30 580.13
Ageing as at March 31,2025
Outstanding for following periods from the due date of payment
Particulars More than 3
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME - 59.39 - - - - 59.39
(ii) Others 356.54 - 246.63 7.41 0.69 1.72 612.99
(iii) Disputed dues
- - - - - - -
– MSME
(iv) Disputed dues
- - - - - - -
– Others
Total 356.54 59.39 246.63 7.41 0.69 1.72 672.38
335VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Ageing as at March 31,2024
Outstanding for following periods from the due date of payment
Particulars More than 3
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME - 162.89 - - - - 162.89
(ii) Others 135.96 - 249.34 3.63 2.00 0.11 391.04
(iii) Disputed dues
- - - - - - -
– MSME
(iv) Disputed dues
- - - - - - -
– Others
Total 135.96 162.89 249.34 3.63 2.00 0.11 553.93
Ageing as at March 31,2023
Outstanding for following periods from the due date of payment
Particulars More than 3
Unbilled dues Not Due Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME - - 59.05 - - - 59.05
(ii) Others 151.99 - 116.85 1.64 0.11 - 270.59
(iii) Disputed dues
- - - - - - -
– MSME
(iv) Disputed dues
- - - - - - -
– Others
Total 151.99 - 175.90 1.64 0.11 - 329.64
15.2 DuestomicroandsmallenterprisesasdefinedundertheMicro,SmallandMediumEnterprisesDevelopmentAct,(MSMED),2006totheextent
identified and information available with the Company. This has been relied upon by the auditors.
As at As at As at As at
Particulars Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Theprincipalamount remainingunpaidtoanysupplierasattheendof
178.49 59.39 162.89 59.05
accounting period/ year;
Interest due thereon remaining unpaid; - - - -
TheamountofinterestpaidbythebuyerunderMSMEDAct,2006along
-
with the amounts of the payment made to the supplier beyond the - - -
appointed day during each accounting period/ year;
Theamountofinterestdueandpayablefortheperiodofdelayinmaking
payment(whichhavebeenpaidbutbeyondtheappointeddateduringthe
- - - -
period/year)butwithoutaddinginterestspecifiedundertheMicro,Small
and Medium Enterprises Development Act ;
The amount of interest accrued and remaining unpaid at the end of -
- - -
accounting period/ year;
-
The amount of further interest remaining due and payable even in the
succeeding year, until such date when the interest dues as above are
- - - -
actuallypaidtothesmallenterprise,forthepurposeofdisallowanceasa
deductible expenditure under section 23 of MSMED Act 2006.
336VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at As at As at
16 Other Liabilities
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Non Current
Liabilities under Joint Development Agreement (Refer Note 16.1) 93.06 186.13 373.34 622.29
Deferred income (Refer Note 16.2) 57.97 75.54 130.24 182.28
151.03 261.67 503.58 8 04.57
b. Current
Deferred income (Refer Note 16.2) 73.94 85.27 69.21 61.87
Liabilities under Joint Development Agreement
186.67 187.21 248.95 147.44
(Refer Note 16.1)
Statutory Dues Payable 2 66.90 2 16.66 1 75.45 1 35.38
Contract Liabilities - Unearned Revenue (Refer Note 28) 6,799.89 4,609.87 2,060.16 6 60.39
Advance Received From Customers 3 61.38 3 16.58 4 17.19 9 1.39
7 ,688.78 5 ,415.59 2 ,970.96 1,096.47
7 ,839.81 5 ,677.26 3 ,474.54 1,901.04
16.1 RepresentsamountsrecordedtowardstransferofdevelopmentrightsinrespectofJointdevelopmentarrangementswithlandownersforland
received in lieu of transfer of agreed percentage of constructed area/ revenue proceeds.
16.2 Deferred income relates to difference of present value of retention money deposits and liability under joint development agreements and
transaction value and is released to the Statement of Profit and Loss on straight line basis of the respective tenure.
337VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Six months ended Year ended Year ended Year ended
17 Revenue from Operations
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from completed projects (Refer Note 28) 339.13 1,981.12 5,013.85 7,204.12
Revenue from ongoing projects (Refer Note 28) 12,076.72 17,256.41 6,062.91 3,687.04
12,415.85 19,237.53 11,076.76 10,891.16
Six months ended Year ended Year ended Year ended
18 Other Income
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest Income 40.79 111.09 233.64 91.57
Provisions / Liabilities no longer payable written back - 160.26 61.18 -
Finance Income on Security Deposit * 7.28 13.41 12.38 7.49
Unwinding of Fair Valuation Gain (Refer Note 16.2) 45.20 76.12 64.70 0.79
Commission Received 3.26 10.48 4.41 -
Other non-operating income 1.41 12.99 8.31 17.30
9 7.94 384.35 384.62 117.15
* Represents interest income from financial assets at amortised cost.
Six months ended Year ended Year ended Year ended
19 Operating Cost
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Expenses incurred during the period/ year
Purchase/Development of land 3,488.21 9,368.75 1,025.31 2,634.06
Construction materials, labour and direct expense 5,359.60 10,265.65 6,791.65 6,792.06
Allocated expenses
Employee benefit expenses 182.13 308.78 276.02 261.66
Finance costs 336.23 734.25 542.68 485.37
Other expenses 9.41 15.37 11.85 10.93
9,375.58 20,692.80 8,647.51 10,184.08
Six months ended Year ended Year ended Year ended
20 Changes in inventories
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening Stock
Land (for project construction) 9,368.75 1,025.31 2,702.37 3,403.66
Stock of units in completed projects 219.12 1,596.14 2,153.59 2,395.77
Projects Work-in-Progress 12,326.00 12,534.82 9,535.97 5,977.11
Closing Stock
Land (for project construction) 9,638.29 9,368.75 1,025.31 2,702.37
Stock of units in completed projects - 219.12 1,596.14 2,153.59
Projects Work-in-Progress 12,639.82 12,326.00 12,534.82 9,535.97
(Increase)/decrease in inventories
Land (for project construction) (269.54) (8,343.44) 1,677.06 701.29
Stock of units in completed projects 219.12 1,377.02 557.45 242.18
Projects Work-in-Progress (313.82) 208.82 (2,998.85) (3,558.86)
(364.24) (6,757.60) (764.34) (2,615.39)
Six months ended Year ended Year ended Year ended
21 Employee Benefit Expenses
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Salaries and Wages 489.44 802.10 659.19 633.94
Contribution to Provident and Other Funds (Refer Note 27) 1 1.45 19.00 14.72 14.08
Compensated Absences (Refer Note 27) 3 0.40 25.69 19.32 19.29
Gratuity (Refer Note 27) 6.72 10.61 9 .44 8 .22
Staff welfare expenses 2 6.52 45.40 24.31 32.62
564.53 902.80 726.98 708.15
Less: Allocated to Projects (Refer Note 19) 182.13 308.78 276.02 261.66
382.40 594.02 450.96 446.49
338VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Six months ended Year ended Year ended Year ended
22 Finance Costs
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest Expense 585.93 1 ,140.63 970.35 916.98
Other Finance Cost
Interest on amortised cost instrument 4 5.72 97.17 81.18 1 .31
631.65 1,237.80 1,051.53 918.29
Less: Allocated to Projects/Land (Refer Note 19) 336.23 734.25 542.68 485.37
295.42 503.55 508.85 432.92
Six months ended Year ended Year ended Year ended
23 Depreciation and Amortisation Expenses
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on Property, Plant and Equipment (Refer Note 3) 2 8.67 4 7.28 4 0.61 4 2.45
Amortisation of Intangible Assets (Refer Note 3) 0 .08 - - -
2 8.75 4 7.28 4 0.61 4 2.45
Six months ended Year ended Year ended Year ended
24 Other Expenses
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Project Maintenance Expenses 2 5.60 53.38 47.63 45.69
Rent (Refer Note 24.1) 4 2.93 56.99 46.26 44.11
Repairs to Buildings 1 8.59 21.81 11.07 6 .15
Repairs to Machinery 1.29 5 .13 3 .63 1 .54
Repairs Others 5.93 12.12 4 .44 4 .32
Software Maintenance Expenses 2 9.28 14.33 7 .38 -
Amortisation of Financial Asset 6.83 13.67 13.71 8 .75
Rates and taxes 6 2.21 1 .34 2 .67 1 .57
Travelling and conveyance expenses 2 9.25 52.09 32.33 24.40
Advertisement Expenses 843.32 1 ,331.20 881.47 378.24
Legal and professional fees 102.97 38.43 16.95 5 .88
Payment to auditors (Refer Note 24.2) 8.85 14.70 9 .29 6 .02
Donations (Refer Note 24.3) 0.07 17.36 0 .30 3 .10
Expenditure on Corporate Social responsibility (Refer Note 24.4) 1 5.50 30.49 19.50 3 .60
Office Expenses 2 9.95 44.75 35.31 31.50
Miscellaneous Expenses 1 5.33 18.46 22.81 17.21
Loss on Disposal/Discarding of Assets (Net) - 4 .43 - -
Provision for doubtful debt - - 86.37 -
Provision for land advance - - 225.75 -
1,237.90 1,730.68 1,466.87 582.08
Less: Allocated to Projects (Refer Note 19) 9.41 15.37 11.85 10.93
1,228.49 1,715.31 1,455.02 571.15
24.1 Leases
Operating Lease: Company as Lessee
TheCompanyhasacquiredassetsundertheoperatingleaseagreementsthatarerenewableonperiodicbasisattheoptionofboththelessorandlessee.Rentexpense
representsexpenseincurredforthesixmonthsendedSeptember30,2025relatingtoShorttermleasesandleasesoflowvalueassetsamountingtoRs.42.93Lakhs
(March 31, 2025 Rs. 56.99 Lakhs, March 31, 2024 Rs. 46.26 Lakhs, March 31, 2023 Rs. 44.11 Lakhs)
The Company has only entered into cancellable lease agreements.
TotalCashoutflowforleasesforthesixmonthsendedSeptember30,2025includingoutflowforshorttermandlowvalueleasesisRs.41.02Lakhs(March31,2025Rs.
54.94 Lakhs, March 31, 2024 Rs. 42.33 Lakhs, March 31, 2023 Rs. 44.11 Lakhs)
Six months ended Year ended Year ended Year ended
24.2 Payments to the Auditor
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. As auditor 7.50 7.00 5.00 3.00
b. Taxation Matter(including tax audit) - 3 .90 1 .85 1 .00
c. Other Services - 1 .56 1 .02 1 .10
d. Taxes on above 1.35 2 .24 1 .42 0 .92
8.85 14.70 9.29 6.02
-
Donations includes contribution to political party for the six months ended September 30, 2025 amounting to - Nil, (March 31, 2025 - Rs. 15.00 Lakhs, March 31, 2024 -
24.3 Rs. 0.25 Lakhs, March 31, 2023 - Rs. 0.10 Lakhs).
339VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
24.4 Details of expenses on corporate social responsibility activities:
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Gross amount required to be spent during
the period*/ year 1 8.51 29.59 19.50 3 .55
b. Amount approved by the Board to be spent during the period/year 1 9.50 30.00 19.50 3 .60
c. Amount spent during the period/ year 1 5.50 30.49 19.50 3 .60
d. Amount unspent during the period*/ year 3.01 - - -
e. Amount spent during the period/year
i) Construction of any assets
- in Cash - - - -
- yet to be Paid in Cash - - - -
ii) On purpose other than (i) above
- in Cash 1 5.50 30.49 19.50 3 .60
- yet to be Paid in Cash - - - -
The CSR spend includes amount spent towards promotion of education, preventive health care and rural development projects.
* Proportionate amount computed based on gross amount required to be spent for the financial year ended March 31, 2026.
Six months ended Year ended Year ended Year ended
25 Tax Expense
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a. Income Tax recognised in Statement of Profit and Loss
Current Tax
In respect of current period/ year 393.01 846.93 348.25 430.38
Deferred Tax
In respect of current period/ year 21.84 (63.00) (12.36) 6 3.17
414.85 7 83.93 3 35.89 4 93.55
b. Income Tax recognised in Other Comprehensive Income
Deferred Tax
Remeasurement of defined benefit obligation (7.93) (1.79) (1.26) (1.65)
( 7.93) (1.79) (1.26) (1.65)
406.92 7 82.14 3 34.63 4 91.90
25.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate
Six months ended As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Accounting profit before Income Tax 1 ,567.39 2,826.52 1,122.77 1,946.61
Effective Income Tax Rate 25.17% 25.17% 25.17% 25.17%
Tax on accounting profit at the statutory income rate 394.48 7 11.38 2 82.58 4 89.92
Adjustments for taxes on:
Expenses not deductible under Income Tax Act 2 0.39 2 2.35 5 3.29 3 .59
Others (0.02) 5 0.20 0 .02 0 .04
Total tax expense reported in the Statement of Profit and Loss 414.85 7 83.93 3 35.89 4 93.55
Six months ended Year ended Year ended Year ended
26 Earnings per equity share
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Net Profit / (Loss) after tax 1,152.54 2,042.59 786.88 1,453.06
Net Profit / (Loss) after tax - Diluted 1,152.54 2,042.59 786.88 1,453.06
Weighted Average Number of Equity Shares Outstanding - Basic * 2 69.23 250.00 250.00 250.00
Weighted Average Number of Equity Shares Outstanding - Diluted * 2 69.23 250.00 250.00 250.00
Basic (Nominal value of Rs. 10 per Share) - Not Annualised 4.28 8.17 3.15 5.81
Diluted (Nominal value of Rs. 10 per Share) - Not Annualised 4.28 8.17 3.15 5.81
*Effect of issue of bonus shares adjusted for all periods presented restrospectively.
340VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
27 Disclosures relating to Employee Benefit Expenses
a) Defined Contribution Plan
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Employers’ contribution to Provident Fund (Refer 10.87 18.00 14.04 13.61
Note 21)
Employers’ contribution to Employees State 0 .29 0.54 0.32 0.21
Insurance (Refer Note 21)
11.16 18.54 14.36 13.82
b) Defined Benefit Plan (Gratuity)
ThegratuityplanoftheCompanyisadefinedbenefitschemeforitsemployeeswhichispayableonexitoftheemployeeaftercompletionofatleast5
yearsofservice.ThegratuityliabilityisfundedthroughLifeInsuranceCorporationofIndia.Thefollowingtablessummarisethecomponentsofnet
benefitexpenserecognizedintheStatementofProfitandLossandthefundedstatusandamountsrecognizedintheBalanceSheetforthegratuity
plan:
Net liability/(assets) recognised in the Balance Sheet:
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present value of funded obligations 177.75 136.04 113.63 104.36
Fair value of plan assets 137.08 133.10 110.79 100.45
40.67 2.94 2.84 3.91
Net employee benefit expense:
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current Service Cost 6.63 11.03 9.72 8.45
Interest Cost on benefit obligation 0 .09 (0.42) (0.28) (0.23)
Net employee benefit expense (Refer Note 21) 6.72 10.61 9.44 8.22
Remeasurement (gain)/loss in Other Comprehensive Income (OCI):
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Re-measurements on defined benefit obligation
Actuarial (gain)/loss arising from experience over the past years 7.55 2.91 0.97 1.66
Actuarial (gain)/loss arising from changes in financial assumptions 24.54 3.35 3.34 4.75
Re-measurements on plan asset (0.58) 0.83 0.70 0.15
31.51 7.09 5.01 6.56
Changes in the fair value of plan assets are as follows:
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Fair value of plan assets at the beginning of the period/ year 133.10 110.79 100.45 78.87
Expected return on plan assets 4 .46 8.24 7.39 6.36
Employer contributions 0.50 17.60 15.52 15.37
Benefits paid (1.56) (2.70) (11.87) -
Remeasurements on plan asset - gain/(loss) 0.58 (0.83) (0.70) (0.15)
Fair value of plan assets as at the end of the period/ year 137.08 133.10 110.79 1 00.45
341VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Changes in the present value of defined benefit obligation are as follows:
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening defined benefit obligation 136.04 113.63 104.36 83.37
Interest Cost 4.55 7.82 7.11 6.13
Current Service Cost 6 .63 11.03 9.72 8.45
Benefits Paid (1.56) (2.70) (11.87) -
Remeasurements on obligation - (Gain)/Loss 32.09 6.26 4.31 6.41
Closing defined benefit obligation 177.75 136.04 113.63 1 04.36
The principal assumptions used in determining gratuity
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 7.13% 6.74% 6.97% 7.35%
Employee turnover rates 2.00% 2.00% 2.00% 2.00%
Salary escalation rate per annum 9.00% 7.00% 7.00% 7.00%
Theestimates offuturesalaryincrease,consideredinactuarial valuation,takeintoaccountofinflation,seniority,promotion,andother relevant
factors.
Best estimate of expected contribution for the plan for the next annual reporting period :
Particulars FY 2026-27
Contribution over next year 6 0.06
Plan assets comprises of the following :
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Insured Managed Funds 137.08 1 33.10 1 10.79 100.45
Maturity analysis of the benefit payments:
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Projected benefits Payable in future years from the date of reporting :
First following year 3.69 3.29 2.80 2.59
Second following year 4.04 3.45 2.99 2.79
Third following year 4.32 3.72 3.14 2.98
Fourth following year 4.62 3.95 3.36 3.14
Fifth following year 4.96 4.15 3.55 3.34
Sum of the following six to ten years 107.87 91.43 78.29 7 1.45
As at September 30, 2025 the weighted average duration of the defined benefit obligation is 12.84 years (March 31, 2025 - 12.15 years, March 31,
2024 - 12.61 years, March 31, 2023 - 12.60 years)
A quantitative sensitivity analysis for significant assumptions as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 are as
shown below:
As at As at As at As at
Assumption Sensitivity Level
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate Decrease by 1% 22.26 16.08 13.95 ( 10.91)
Discount rate Increase by 1% (18.91) (13.77) (11.92) 12.76
Salary escalation rate per annum Decrease by 1% (15.96) (12.36) (10.49) 10.26
Salary escalation rate per annum Increase by 1% 16.25 14.27 12.15 (9.56)
Attrition rate Decrease by 25% 1 .10 0.01 (0.16) 0.26
Attrition rate Increase by 25% (1.05) (0.03) 0.14 (0.27)
ThesensitivityanalysisisbasedonthesamecomputationalmethodsusedforarrivingatthepresentvalueofDefinedBenefitObligation(DBO),except
for the change in the parameter that is being modified.
342VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Qualitative Disclosures
a) Characteristics of Defined Benefit Plan
TheentityhasadefinedgratuityplaninIndia(Funded),providingalumpsumbenefitondeath,disability,resignationorretirement.Thebenefitare
basedonthefinalsalaryatthetimeofexit.ThefundsareinvestedinaninsurancepolicymanagedbyLifeInsuranceCorporationofIndiaandSBIBank
Account.ThereisnoselfInvestmentdonebytheSponsor.Withdrawalsmadefromthefundtowardsclaimpaymentsdonotattractanychargessince
this is a unit linked plan.
b) Risks Associated with Defined Benefit Plan
Gratuity is a defined benefit plan and entity is exposed to the following risks:
(i)ActuarialRisk-Therisksthatbenefitscostsmorethanexpected.Allassumptionsusedtoprojecttheliabilitycash-flowsareasourceofrisk.If
actualexperienceturnsouttobeworsethanexpectedexperience-therecouldbeariskofbeingunabletomeettheliabilitiesasandwhentheyfall
due.
(ii)LegislativeRisk-TherecouldbechangestoRegulation/legislationgoverningthisPlanthatcouldaffecttheCompanyadversely.Thechangesin
regulation could potentially increase the plan liabilities.
(iii)InvestmentRisk-ThereisaminimuminvestmentreturnguaranteedtotheSponsor(calledtheminimumfloorrate)whichisanon-zeropositive
percentage.Hencethereisnomarketrisk-riskduetoreductionsinthemarketvalueoftheunderlyinginvestmentsbackingtheinsurancepolicyof
the Sponsor. Also there is a Guaranteed Surrender Value to the extent of 90% of contributions made net of withdrawals and charges.
(iv)LiquidityRisk-Theinvestmentsaremadeinaninsurancepolicywhichisalsoveryliquid-withdrawalscanhappenatanytime.ThereisnoMarket
Value adjustment imposed for withdrawals done by the Sponsor at an untoward time except when the amount withdrawn exceeds 25% of the
opening balance at the beginning of the financial year. This can be easily managed by making multiple withdrawals to ensure that the amount
withdrawnpertransactiondoesnotbreachthelimitabove.Alsonotethattherearenosurrenderchargesafterthreeyears.Duringthefirstthree
years also the surrender charges are minimal.
c) Compensated absences (Leave encashment)
The following table summarises the components of leave encashment expenses recognised in the Statement of Profit and Loss and amount
recognised in the Balance Sheet:
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period/ year 86.55 71.60 63.82 5 2.37
Interest Cost 2.89 4.61 4.19 3.56
Current Service Cost 4.12 6.58 6.72 6.53
Benefits paid during the period/ year (1.52) (10.74) (11.54) (7.84)
Remeasurements on obligation - (Gain)/Loss 23.39 14.50 8.41 9.20
Balance at the end of the period/ year (Refer Note 14) 115.43 86.55 71.60 63.82
Compensated Absence Expense for the period/ year (Refer Note 21) 30.40 25.69 19.32 19.29
The principal assumptions used in determining liability
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 7.13% 6.74% 6.97% 7.23%
Employee turnover rate 2.00% 2.00% 2.00% 2.00%
Salary escalation rate per annum 9.00% 7.00% 7.00% 7.00%
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors.
The above disclosures are based on the information certified by the independent actuary and relied upon by the auditors.
343VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
28 Revenue from Contract from Customers
(a) Disaggregation of revenue
Set out below is the disaggregation of the Company’s revenue from contracts with customers by timing of transfer of goods or services.
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Timing of transfer of goods or services
Revenue from goods or services transferred to customers at a point 339.13 1,981.12 5,013.85 7,204.12
in time
Revenue from goods or services transferred over the time 12,076.72 17,256.41 6,062.91 3,687.04
1 2,415.85 1 9,237.53 1 1,076.76 1 0,891.16
(b) Contract Balances
(i) Information about receivables, contract assets and contract liabilities from contract with customers is as follows:
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Trade Receivables 4,494.89 2,739.88 1,051.87 639.39
Contract Assets 3,627.92 1,420.49 882.60 483.04
Contract Liabilities 6,799.89 4,609.87 2,060.16 660.39
1 4,922.70 8 ,770.24 3 ,994.63 1 ,782.82
(ii) Performance obligations in contracts with customers
Contract liabilities represent amounts collected from customers based on contractual milestones pursuant to agreements executed with such
customers.Thoughthecustomersarerequiredtomakepaymentofconsiderationbasedonthecontractualmilestonesasfixedintheagreement,
suchmilestonesmaynotnecessarilycoincidewiththepercentageofcompletionassessedforrevenuerecognition. TheCompanyisliableforany
structuralorotherdefectsintheresidential/commercialunitsasperthetermsoftheagreementsexecutedwithcustomersandtheapplicablelaws
and regulations.
(iii) Disclosures on Revenue recognition from previous period balances
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Revenue recognised in the reporting period that was included in the 4 ,609.87 2,054.55 6 60.39 306.00
contract liability balance at the beginning of the period/ years
Revenue recognised in the reporting period from performance - - - -
obligations satisfied in previous periods
(iv) Asset recognised from the cost to obtain or fulfill a contract with a customer
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Sales Commission 54.31 1 80.42 52.59 -
Legal fees 1.58 19.70 - -
55.89 200.12 52.59 -
(v)AmortisationofcosttoobtainorfulfillacontractwithacustomerduringthesixmonthsperiodSeptember30,2025-Rs.86.87Lakhs(March
31,2025 - Rs.113.95 Lakhs March 31,2024 - Rs.31.45 Lakhs, March 31, 2023 - Nil)
(vi) Transaction price allocated to remaining performance obligations :
The aggregate amount of transaction price allocated to the unsatisfied (or partially satisfied) performance obligation is 32,422.47 Lakhs as at
September 30, 2025 and the Company expects to recognise revenue in the following time bands :
Transaction price pertaining to
Particulars* unsatisfied (or partially satisfied)
performance obligation
0 - 1 year 8 ,588.18
0 - 3 year 2 9,713.75
0 - 6 year 3 2,422.47
* Time bands are considered based on RERA completion date of the projects
344VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
29 Contingent Liabilities and Commitments
(a) Contingent liabilities
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Claims against the Company not acknowledged
as debt:
i) Provident Fund 26.09 26.09 26.09 2 6.09
ii) Income Tax 61.86 61.86 61.86 -
(b) Commitments - Estimated amount of contract remaining to be executed on capital account and not provided for as at September 30, 2025 - Nil
(March 31, 2025 - Nil, March 31, 2024 - Nil, March 2023 - Nil)
(c) Other Litigations
TheCompanyissubjecttolegalproceedingsandclaims,whichhavearisenintheordinarycourseofbusiness,includingcertainlitigationforlands
acquiredbyitforconstructionpurposes,eitherthroughjointdevelopmentagreementsorthroughoutrightpurchases.Thesecasesarependingwith
various courts and are scheduled for hearings. The management believes that these cases will not adversely affect its financial statements.
TheCompanydoesnotexpectanycashoutflowinrespectoftheabovecontingentliabilityanditisnotpracticabletoestimatethetimingsofthecash
outflows,ifany,inrespectofmattersabovependingresolutionofthearbitration/appellateproceedingsanditisnotprobablethatanoutflowof
resources will be required to settle the above obligations/claims.
(d) Other Commitments
(i) The Company enters into construction contracts with its vendors. The final amounts payable under such contracts will be based on actual
measurements and agreed rates, which are determinable as and when the work under the said contracts are completed.
(ii) TheCompanyhasenteredintoagreementswithlandownersforpurchaseofland,underwhichtheCompanyisrequiredtomakepaymentsbasedon
the terms/ milestones stipulated under the respective agreements.
(iii) TheCompanyhasenteredintojointdevelopmentagreementswithownersoflandforitsconstructionanddevelopment.Undertheagreementsthe
Companyisrequiredtomakecertainpaymentstotheownersofthelandandshareinbuiltupareafromsuchdevelopmentsinexchangeofundivided
share in land as stipulated under the agreements.
30 TheCompanyusesaccountingsoftwareapplicationsformaintainingitsbooksofaccountwhichhaveafeatureofrecordingaudittrail(editlog)facility
attheapplicationlevelforeachchangemadeinthebooksofaccountalongwithdateofsuchchangesmade.Thefeaturesofaudittrail(editlog)
facility has operated throughout the year/ period for all relevant transactions recorded in such software.
Thedirectaccesstothedatabaseofallaccountingsoftwareisavailableonlytodatabaseadministratorsandthereareappropriatecontrolstoprevent
any unauthorised modifications.
31 Segment Information
TheChiefOperatingDecisionMaker(CODM) reviewstheoperationsoftheCompanyas areal estatedevelopment andrelated activity,which is
consideredtobetheonlyreportablesegmentbytheManagement.Hence,therearenoadditionaldisclosurestobeprovidedunderIndAS108-
SegmentInformationwithrespecttothesinglereportablesegment,otherthanthosealreadyprovidedinthesefinancialstatements.TheCompanyis
domiciledinIndia.TheCompany’srevenuefromoperationsfromexternalcustomersrelatetorealestatedevelopmentinIndiaandthenon-current
assets of the Company are located in India.
345VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
32 Financial Instruments and Fair Value Disclosures
Financial Instruments
(a) Fair values hierarchy
Thefairvalueoffinancialinstrumentshasbeenclassifiedintothreecategoriesdependingontheinputsusedinthevaluationtechnique.Thehierarchy
givesthehighestprioritytoquotedpricesinactivemarketsforidenticalassetsorliabilities[Level1measurements]andlowestprioritytounobservable
inputs [Level 3 measurements].
The categories used are as follows:
Level 1: Quoted prices (unadjusted) for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs).
Transfer between Financial Instruments
During the period/ year, there were no transfers between level 1 and level 2. Similarly, there were no transfers from or transfer to Level 3.
(b) Financial Assets and Liabilities
The carrying amounts of financial instruments by category are as follows:
Notes to As at As at As at As at
Particulars Level
Schedule Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Financial Assets measured at amortised cost
Non Current
Other Financial Assets 3 4a 1,163.37 1,120.99 1,047.55 984.19
Current
Trade Receivables 3 8 4,494.89 2,739.88 1,051.87 639.39
Cash and Cash Equivalents 1 9a 4,241.60 3,668.37 2,920.65 2,551.60
Other Balances with Banks 1 9b - 0.57 1.06 1.86
Other Financial Assets 3 4b 3,630.02 1,422.59 884.02 483.04
Total 13,529.88 8,952.40 5,905.15 4,660.08
Financial liabilities measured at amortised cost
Non Current
Borrowings 2 12a 1,520.49 10,418.02 8,520.57 1,153.26
Other Financial Liabilities 3 13a 265.66 481.79 716.60 901.27
Current
Borrowings 2 12b 3,336.84 7,278.97 3,502.08 11,061.50
Trade Payables 3 15 580.13 672.38 553.93 329.64
Other Financial Liabilities 3 13b 772.60 593.02 542.18 286.07
Total 6,475.72 19,444.18 13,835.36 13,731.74
(c) Valuation Methodologies
Valuation Methodologies of Financial Instruments not measured at Fair Value
Thecarryingamountoffinancialsassetsandfinancialsliabilitiesmeasuredatamortisedcostinthefinancialsstatementsarereasonableapproximationof
theirfairvaluessincetheCompanydoesnotanticipatethatthecarryingamountswouldbesignificantlydifferentfromthevaluethatwouldeventuallybe
receivedorsettled.Forfinancialassetsandfinancialliabilitiesthathaveashort-termmaturity(lessthantwelvemonths),thecarryingamounts,whichare
netofimpairment,areareasonableapproximationoftheirfairvalue.Suchinstrumentsincludecashandcashequivalents,tradereceivablesandtrade
payables without a specific maturity.
346VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
33 Financial Risk Management
TheCompany’sprincipalfinancialliabilitiescompriseloansandborrowings,tradeandotherpayables.Themainpurposeofthesefinancialliabilitiesistofinance
the acquisition and Company’s real estate operations. The Company’s principal financial assets include trade receivables, cash and cash equivalents, land
advances and refundable deposits that derive directly from its operations.
The Company’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and data breach risk.
TheseniormanagementensuresthattheCompany’sfinancialriskactivitiesaregovernedbyappropriatepoliciesandproceduresandthatfinancialrisksare
identified,measuredandmanagedinaccordancewiththeCompany’spoliciesandriskobjectives.TheCompany’sriskmanagementactivityfocusesonactively
securingtheCompany’sshorttomedium-termcashflowsbyminimisingtheexposuretovolatilefinancialmarkets.TheCompanydoesnotactivelyengageinthe
tradingoffinancialassetsforspeculativepurposesnordoesitwriteoptions.ThemostsignificantfinancialriskstowhichtheCompanyisexposedaredescribed
below:
(a) Market risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprises
twotypesofrisk:interestrateriskandotherpricerisk,suchasequitypriceriskandcommodityrisk.TheCompanyhasnoexposuretocommoditypricesasitdoes
notdealinderivativeinstrumentswhoseunderlyingisacommodity.Financialinstrumentsaffectedbymarketriskincludeloansandborrowingsandrefundable
deposits.
ThesensitivityanalysisinthefollowingsectionsrelatetothepositionasatSeptember30,2025,March31,2024 andMarch31,2023.Thesensitivityanalysishave
been prepared on the basis that the amount of total debt and the ratio of fixed to floating interest rates of the debt.
The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other post retirement obligations provisions.
The following assumptions have been made in calculating the sensitivity analysis:
Thesensitivityoftherelevantprofitorlossitemistheeffectoftheassumedchangesinrespectivemarketrisks.Thisisbasedonthefinancialassetsandfinancial
liabilities held at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023.
(i) Interest rate risk
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancial instrumentwillfluctuatebecauseofchangesinmarketinterestrates.The
Company'sexposuretotheriskofchangesinmarketinterestratesrelatesprimarilytotheCompany'slong-termandshort-termdebtobligationswithfloating
interest rates.
TheCompanymanagesitsinterestrateriskbyhavingabalancedportfoliooffixedandvariablerateborrowings.TheCompanydoesnothaveanyinterestrate
swaps.
(ii) Interest rate sensitivity
Thefollowingtabledemonstratesthesensitivitytoapossiblechangeininterestratesonthatportionofborrowingsoutstandingatthebalancesheetdate.With
all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:
Effect on profit before tax
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Decrease in interest rate by 50
basis point 8.56 0 .55 - -
Increase in interest rate by 50
basis point 8.56 (0.55) - -
(b) Credit risk
Creditriskistheriskthatcounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss.TheCompany’s
exposuretocreditriskisinfluencedmainlybytheindividualcharacteristicofeachcustomer.TheCompanyisexposedtocreditriskfromitsoperatingactivities
andfromitsfinancingactivities,includingrefundablejointdevelopmentdeposits,securitydeposits,loanstoemployees,otherfinancialassetsandotherfinancial
instruments.
347VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
(i) Trade receivables
CreditriskismanagedaspertheCompany’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Thecreditqualityofthe
Company’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. Outstanding customer
receivablesareregularlymonitored.Thehistoryoftradereceivablesshowsanegligibleprovisionforbadanddoubtfuldebts.Thesolvencyofcustomersandtheir
abilitytorepaythereceivableisconsideredinassessingreceivablesforimpairment.Receivablestowardssaleofproperty-TheCompanyisnotsubstantially
exposed to credit risk as propertyis deliveredon paymentof duesand advancefromcustomersare receivedin termsof theconstruction/sale agreement.
Therefore, the Company does not expect any material risk onaccount ofnon-performance byany ofthe Company’s counterparties. Wherereceivables are
impaired,theCompanyactivelyseekstorecovertheamountsinquestionandenforcethecompliancewithcreditterms.HowevertheCompanymakeprovision
forexpectedcreditlosswhereanypropertydevelopedbytheCompanyisdelayedduetolitigationasfurthercollectionfromcustomersisexpectedtoberealised
only on final outcome of such litigation.
Revenuefromnocustomerindividuallyaccountedformorethan10%oftheCompany’srevenueforthesixmonthsendedSeptember2025, yearsendedMarch
31,2025,March31,2024andMarch31,2023.Nosinglecustomerindividuallyaccountedformorethan10%ofthetradereceivablebalanceoftheCompanyasat
September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023.
Movement in the provision for doubtful receivables is given in note 8.2
(ii) Refundable joint development deposits
TheCompanyissubjecttocreditriskinrelationtorefundabledepositsgivenunderjointdevelopmentarrangements.Themanagementconsidersthattheriskis
low as it is in the possession of the land and the property share that is to be delivered to the land owner under the JDA arrangements.
(iii) Other Financial Assets
Otherfinancialassetsmeasuredatamortisedcostincludesadvancestovendorsandsecuritydeposits.Creditriskrelatedtothesefinancialassetsismanagedby
monitoring the recoverability of such amounts continuously.
(iv) Financial Instrument and cash deposits
Credit risk frombalances with banks and financial institutions is managed by the Company’s finance department in accordance with the Company’s policy.
Investmentsofsurplusfundsaremadeonlywithapprovedcounterpartiesandwithincreditlimitsassignedtoeachcounterparty.TheCompanyconsidersfactors
suchastrackrecord,sizeofinstitution,marketreputationandservicestandardtoselectthebankswithwhichdepositsaremaintained.TheCompanydoesnot
maintain significant deposit balances other than those required for its day to day operations. The limits are set to minimise the concentration ofrisks and
therefore mitigate financial loss through a counterparty’s potential failure to make payments. The Company’s maximum exposure to credit risk for the
components of the Balance Sheet as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 is the carrying amounts.
(c) Liquidity risk
LiquidityriskisthattheCompanymightbeunabletomeetitsobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranother
financialasset.TheCompany’sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficientliquiditytomeetitsliabilitieswhenthey
are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company
managesitsliquidityneedsbymonitoringtheforecastcashinflowsandoutflowsdueinday-to-daybusiness.Thedatausedforanalysingthesecashflowsis
consistent with that used in the contractual maturity analysis below.
Liquidityneedsaremonitoredinvarioustimebands,usuallyonamonthonmonthbasis.Long-termliquidityneedsfora360-daylookoutperiodareidentified
monthly. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that
available borrowing facilities are expected to be sufficient over the lookout period.
TheCompany’sobjectiveistomaintaincashandmarketablesecuritiestomeetitsliquidityrequirementsfor30-dayperiodsataminimum.Thisobjectivewasmet
for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.
Maturities of Financial Liabilities
The tables below analyse the financial liabilities of the Company into relevant maturity groupings based on their contractual maturities.
Theamountsdisclosedinthetablearethecontractualundiscountedcashflows.Balancesduewithin12monthsequaltheircarryingbalancesastheimpactof
discounting is not significant.
More than 5
As at September 30, 2025 On demand Less than 1 Year 1 to 5 years Total
years
(i) Borrowings 3,123.38 213.46 1,520.49 - 4,857.33
(ii) Trade Payables - 580.13 - - 580.13
(iii) Other Financial Liabilities 98.82 673.78 265.66 - 1,038.26
Total 3,222.20 1,467.37 1,786.15 - 6,475.72
348VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
More than 5
As at March 31, 2025 On demand Less than 1 Year 1 to 5 years Total
years
(i) Borrowings 7,845.46 5.83 9,845.70 - 17,696.99
(ii) Trade Payables - 672.38 - - 672.38
(iii) Other Financial Liabilities 36.77 556.25 481.79 - 1,074.81
Total 7,882.23 1,234.46 10,327.49 - 19,444.18
More than 5
As at March 31, 2024 On demand Less than 1 Year 1 to 5 years Total
years
(i) Borrowings 4,735.32 3.06 7,284.27 - 12,022.65
(ii) Trade Payables - 553.93 - - 553.93
(iii) Other Financial Liabilities 12.96 529.22 716.60 - 1,258.78
Total 4,748.28 1,086.21 8,000.87 - 13,835.36
More than 5
As at March 31, 2023 On demand Less than 1 Year 1 to 5 years Total
years
(i) Borrowings 4,855.05 75.44 7,284.27 - 12,214.76
(ii) Trade Payables - 329.64 - - 329.64
(iii) Other Financial Liabilities 15.61 270.46 901.27 - 1,187.34
Total 4,870.66 675.54 8,185.54 - 13,731.74
(d) Risk of breach of Cyber Security and Data Privacy
Cyberattacksthatbreachtheinformationnetworkorfailuretoprotectpersonalsensitiveandconfidentialinformationofthestakeholdersinaccordancewith
applicable laws and contractual obligations may adversely impact the operations and client satisfaction or result in significant breach client contract and
regulatory penalties.
To mitigate such risk robust cybersecurity strategy and data privacy framework, processes, policies and controls have been put in place by a multi-layered
governance process with executive and Board oversight to review such risks and our preparedness to mitigate and respond to such risks. The Company
continuouslyinvestsintechnologiestoaddressrisksposedbyevolvingcyberthreatlandscape.Regularawarenessprogramsandtrainingsarealsoconducted.
Strong encryption, data backup and recovery mechanism is also ensured to confirm business continuity during any crisis.
3 4 Capital Management
The Company’s capital management objectives are:
- to ensure the Company’s ability to continue as a going concern
- to provide an adequate return to shareholders
- to maintain strong credit rating and healthy capital ratios
ManagementassessestheCompany’scapitalrequirementsinordertomaintainahealthycreditratingbyensuringanefficientoverallfinancingstructurewhile
avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions, the
requirementsofthefinancialcovenantsandtheriskcharacteristicsoftheunderlyingassets.Inordertomaintainoradjustthecapitalstructure,theCompany
may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
ForthepurposeoftheCompany’scapitalmanagement,capitalincludesissuedequitycapital,sharepremiumandallotherequityreservesattributabletothe
equity holders of the Company.
TheCompanymonitorscapitalusingdebtequityratio,whichistotaldebtdividedbytotalcapital.TheCompanyincludeswithintotaldebt,interestbearingloans
and borrowings.
Debt Equity Ratio
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Borrowings 4,857.33 17,696.99 12,022.65 12,214.76
Total debt 4,857.33 17,696.99 12,022.65 12,214.76
Equity share capital 3,375.00 500.00 500.00 500.00
Other equity 21,798.35 6,044.39 4,007.10 3,223.97
Total equity 25,173.35 6,544.39 4,507.10 3,723.97
Debt to equity ratio/gearing ratio 0.19 2.70 2.67 3.28
Inordertoachievethisoverallobjective,theCompany’scapitalmanagement,amongstotherthings,aimstoensurethatitmeetsfinancialcovenantsattachedto
theinterest-bearingloansandborrowingsthatdefinecapitalstructurerequirements.Breachesinmeetingthefinancialcovenantswouldpermitthelenderto
immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
Nochangesweremadeintheobjectives,policiesorprocessesformanagingcapitalduringthesixmonthsendedSeptember2025andyearsendedMarch31,
2025, March 31, 2024 and March 31,2023.
35 TheCompanydoesnotpossessanyimmovableproperty(otherthanpropertieswheretheCompanyisthelesseeandtheleaseagreementsaredulyexecutedin
favour of the lessee) whose title deeds are not held in the name of the Company during any of the reporting periods.
349VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
36 Impact of Transition to Ind AS
ThefinancialstatementsfortheyearendedMarch31,2025,arethefirstfinancialstatementstheCompanyhaspreparedinaccordancewithIndAS.For
periodsuptoandincludingtheyearendedMarch31,2024,theCompanyprepareditsfinancialstatementsinaccordancewithaccountingstandards
notifiedundersection133oftheCompaniesAct2013,readtogetherwithparagraph7oftheCompanies(Accounts)Rules,2014(IndianGAAPor
previousGAAP).TheCompanyhaspreparedfinancialstatementswhichcomplywithIndASapplicableforyearendingonMarch31,2025onwards,
togetherwiththecomparativeperioddataasatandfortheyearsendedMarch31,2024andMarch31,2023asdescribedinthesummaryofmaterial
accountingpolicies.ForthepurposeofpreparationoftheseRestatedFinancialStatements,thedateoftransitiontoIndASistakenasApril01,2022
('AdoptionDate')asexplainedinBasisofPreparationinNote2.1.ThisnoteexplainstheprincipaladjustmentsmadebytheCompanyinrestatingits
Indian GAAP financial statements as at and for the years ended March 31, 2024 and March 31, 2023.
However, this principle is subject to the certain exception and certain optional exemptions availed by the Company as detailed below.
i)TheCompanyhasappliedthederecognitionrequirementsoffinancialassetsandfinancialliabilitiesprospectivelyfortransactionsoccurringonorafter
Adoption Date.
ii)TheCompanyhaselectedtocontinuewiththecarryingvalueofallofitsProperty,PlantandEquipmentandIntangibleAssetsasperpreviousGAAPas
its deemed cost as of the Adoption Date.
iii)TheestimatesasatMarch31,2022,March31,2023andatMarch31,2024areconsistentwiththosemadeforthesamedatesinaccordancewith
previous GAAP apart from the following items where application of Indian GAAP did not require estimation:
- Impairment of financial assets based on expected credit loss model
- Determination of discounted value for financial instruments carried at amortized cost
- Derecognition of financial assets and liabilities
The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at all reporting dates.
iv)TheCompanyhasdeterminedtheclassificationofallinstrumentsintermsofwhethertheymeettheamortisedcostcriteriaortheFVTOCIcriteriaor
FVTPL criteria based on the facts and circumstances that existed as of the Adoption Date.
350VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
36.1 Comparitive Balance Sheet as at March 31, 2023 Note Reference Previous GAAP Adjustments Ind AS
I. ASSETS
(1) Non Current Assets
(a) Property, Plant and Equipment 1 70.25 - 170.25
(b) Other Intangible Assets - - -
(c) Financial Assets
(i) Other Financial Assets e 1 ,040.19 (56.00) 984.19
(d) Deferred Tax Assets (Net) g 3 7.31 (37.31) -
(f) Other Non - Current Assets c , e 1 2.45 41.04 53.49
(2) Current Assets
(a) Inventories c , f 1 3,577.24 814.69 14,391.93
(b) Financial Assets
(i) Trade Receivables 6 39.39 - 639.39
(ii) Cash and Cash Equivalents 2 ,551.60 - 2 ,551.60
(iii) Other Balances with Banks 1 .86 - 1 .86
(iv) Other Financial Assets c 4 15.70 67.34 483.04
(c) Current Tax Asset (Net) 0 .44 - 0 .44
(d) Other Current Assets e 3 12.03 13.70 325.73
TOTAL ASSETS 18,758.46 843.46 19,601.92
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 5 00.00 - 500.00
(b) Other Equity 36.5 2,973.78 250.19 3 ,223.97
(2) Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1 ,153.26 - 1 ,153.26
(ii) Other Financial Liabilities d , f 2 9.49 871.78 901.27
(b) Deferred Tax Liabilities (net) g - 47.44 47.44
(c) Other Non Current Liabilities d , f - 804.57 804.57
(d) Provisions 1 92.94 - 192.94
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 11,061.50 - 11,061.50
(ii) Trade Payables
a. Total outstanding dues of Micro Enterprises and Small
5 9.05 - 5 9.05
Enterprise; and
b. Total outstanding dues of creditors other than Micro
2 70.59 - 2 70.59
Enterprises and Small Enterprise
(iii) Other Financial Liabilities d , f 2 75.64 10.43 286.07
(b) Other Current Liabilities c , d , f 2 ,237.42 (1,140.95) 1 ,096.47
(c) Provisions 4 .79 - 4 .79
TOTAL EQUITY AND LIABILITIES 18,758.46 843.46 19,601.92
The previous GAAP figures have been reclassified to conform to Ind AS presentation requirement for the purpose of this note.
351VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
36.2 Comparitive Balance Sheet as at March 31, 2024 Note Reference Previous GAAP Adjustments Ind AS
I. ASSETS
(1) Non Current Assets
(a) Property, Plant and Equipment 1 72.86 - 172.86
(b) Other Intangible Assets - - -
(c) Financial Assets
(i) Other Financial Assets e 1 ,091.16 (43.61) 1 ,047.55
(d) Deferred Tax Assets (Net) g 7 6.60 (76.60) -
(f) Other Non Current Assets c , e 1 6.15 68.41 84.56
(2) Current Assets
(a) Inventories c , f 1 5,473.57 (317.30) 15,156.27
(b) Financial Assets
(i) Trade Receivables 1 ,051.87 - 1 ,051.87
(ii) Cash and Cash Equivalents 2 ,920.65 - 2 ,920.65
(iii) Other Balances with Banks 1.06 - 1 .06
(iv) Other Financial Assets c 3 52.41 531.61 884.02
(c) Current Tax Assets (Net) 1 5.18 - 15.18
(d) Other Current Assets e 7 41.92 25.23 767.15
TOTAL ASSETS 21,913.43 187.74 22,101.17
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 5 00.00 - 500.00
(b) Other Equity 36.5 3 ,645.80 361.30 4 ,007.10
(2) Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 8 ,520.57 - 8 ,520.57
(ii) Other Financial Liabilities d , f 1 21.39 595.21 716.60
(b) Deferred Tax Liabilities (net) g - 33.82 33.82
(c) Other Non Current Liability d , f - 503.58 503.58
(d) Provisions 2 45.07 0.01 245.08
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 3 ,502.08 - 3 ,502.08
(ii) Trade Payables
a. Total outstanding dues of Micro Enterprises and Small
1 62.89 - 1 62.89
Enterprise; and
b. Total outstanding dues of creditors other than Micro
391.04 - 3 91.04
Enterprises and Small Enterprise
(iii) Other Financial Liabilities d , f 2 04.41 337.77 542.18
(b) Other Current Liabilities c , d , f 4 ,614.91 (1,643.95) 2 ,970.96
(c) Provisions 5 .27 - 5 .27
TOTAL EQUITY AND LIABILITIES 21,913.43 187.74 22,101.17
The previous GAAP figures have been reclassified to conform to Ind AS presentation requirement for the purpose of this note.
352VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Comparitive Statement of Profit and Loss for the year ended March 31,
36.3 Note Reference Previous GAAP Adjustments Ind AS
2023
I. Revenue from Operations c , f 9 ,473.57 1 ,417.59 1 0,891.16
II. Other Income d , e , f 1 08.87 8 .28 1 17.15
III. Total Income (I+II) 9 ,582.44 1 ,425.87 1 1,008.31
IV. Expenses
(a) Operating Cost c , f 8 ,288.53 1,895.55 10,184.08
(b) Change in Inventories c , f (1,800.70) (814.69) (2,615.39)
(c) Employee Benefits Expenses a 453.05 (6.56) 446.49
(d) Finance Costs d , f 431.61 1.31 432.92
(e) Depreciation and Amortisation Expense 42.45 - 42.45
(f) Other Expenses c , e 562.39 8.76 571.15
Total Expenses 7,977.33 1,084.37 9,061.70
V. Profit Before Tax (III-IV) 1 ,605.11 341.50 1 ,946.61
VI. Tax Expense
Current tax 430.38 - 430.38
Deferred tax g (23.24) 8 6.41 63.17
Total Tax Expense 407.14 86.41 493.55
VII. Profit for the year (V-VI) 1 ,197.97 255.09 1 ,453.06
VIII. Other Comprehensive Income/(Loss)
(A). Items that will not be reclassified to profit or loss:
(i) Re-measurements loss on the defined benefit plans b - (6.56) (6.56)
(ii) Income tax relating to items that will not be reclassified to profit or b
- 1 .65 1 .65
loss
(B). Items that will be reclassified subsequently to profit or loss - - -
IX. Total Comprehensive Income 1 ,197.97 250.18 1 ,448.15
Comparitive Statement of Profit and Loss for the year ended March 31,
36.4 Note Reference Previous GAAP Adjustments Ind AS
2024
I. Revenue from Operations c , f 1 0,000.63 1 ,076.13 1 1,076.76
II. Other Income d , e , f 3 07.54 7 7.08 3 84.62
III. Total Income (I+II) 1 0,308.17 1 ,153.21 1 1,461.38
IV. Expenses
(a) Operating Cost c , f 8 ,805.37 (157.86) 8 ,647.51
(b) Change in Inventories c , f (1,896.33) 1,131.99 (764.34)
(c) Employee Benefits Expenses a 455.97 (5.01) 450.96
(d) Finance Costs d , f 427.67 8 1.18 508.85
(e) Depreciation and Amortisation Expense 40.61 - 4 0.61
(f) Other Expenses c , e 1 ,493.90 (38.88) 1,455.02
Total Expenses 9,327.19 1,011.42 10,338.61
V. Profit Before Tax (III-IV) 980.98 141.79 1 ,122.77
VI. Tax Expense
Current tax 348.25 - 348.25
Deferred tax g (39.29) 2 6.93 (12.36)
Total Tax Expense 308.96 26.93 335.89
VII. Profit for the year (V-VI) 672.02 114.86 786.88
VIII. Other Comprehensive Income/(Loss)
(A). Items that will not be reclassified to profit or loss:
(i) Re-measurements loss on the defined benefit plans b - (5.01) (5.01)
(ii) Income tax relating to items that will not be reclassified to profit or b
- 1 .26 1 .26
loss
(B). Items that will be reclassified subsequently to profit or loss - - -
IX. Total Comprehensive Income 672.02 111.11 783.13
353VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Reconciliation of Equity Reconciliation
of Profit/(loss)
Reconciliation of Equity as at March 31, 2023 and March 31, 2024 and
36.5 Note Reference As at As at for the year
profit or Loss for the year ended March 31, 2024
March 31, 2024 March 31, 2023 ended March 31,
2024
Equity as per IGAAP 4,145.80 3 ,473.78
Profit After Tax as per IGAAP 672.02
Revenue from Operation c , f 2,493.72 1 ,417.59 1,076.13
Operating Cost c , f (2,055.00) (1,080.87) (974.13)
Other Income d , e , f 8 5.36 8.28 7 7.08
Finance Cost d , f (82.49) (1.31) (81.18)
c , e 30.13
Other Expense (8.75) 3 8.88
Tax Expense g (112.94) (84.75) (26.93)
Remeasurement loss on defined benefit plan a - - 5.01
358.78 250.19 114.86
Other Comprehensive Income (Net of Tax) b - - (3.75)
Equity as per Ind AS 4 ,504.58 3 ,723.97 783.13
Note: The Equity as per IGAAP as at April 01, 2022 and Equity as per Ind AS as at April 01, 2022 is the same and remains unchanged.
Notes:
a.Employee Benefits Expense
BothunderIndianGAAPandIndAS,theCompanyrecognisedcostsrelatedtoitspost-employmentdefinedbenefitplanonanactuarialbasis.Under
IndianGAAP,theentirecost,includingactuarialgainsandlosses,arechargedtoprofitorloss.UnderIndAS,remeasurements[comprisingofactuarial
gainsandlosses,theeffectoftheassetceiling,formingpartofFinancialStatementsexcludingamountsincludedinnetinterestonthenetdefined
benefitliabilityandthereturnonplanassetsexcludingamountsincludedinnetinterestonthenetdefinedbenefitliability]arerecognisedimmediately
in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI.
Thus,theemployeebenefitcostfortheyearendedMarch2024andMarch2023hasdecreasedbyRs.5.01LakhsandRs.6.56Lakhsrespectively.
Remeasurement loss on defined benefit plan has been recognised in the OCI net of tax.
b.Other Comprehensive Income
Under Indian GAAP, the Company has not presented Other Comprehensive Income (OCI) separately whereas under Ind AS, certain specific items are
required to be routed through OCI such as remeasurement gain/(loss) of defined benefit plan.
c.Revenue Recognition
Revenuefromrealestateinventorypropertywasrecognisedonthepercentageofcompletionbasisunderthepreviousaccountinginaccordancewith
GuidanceNoteonAccountingforRealEstateTransactionsissuedbytheInstituteofCharteredAccountantsofIndia.TheCompanyhasdeterminedthat
the real estate transactions meet the criteria for recognising revenue over time in accordance with Ind AS 115 and that control is transferred over time.
TheCompanyhasappliedtheretrospectiveapproachunderIndAS115toallcontractsthatarenotcompletedasof March31,2023,onaccountof
whichtheCompanyhasrecognisedrevenueandcostofsalesasatthatdatewithrespecttocontractsthatmeettherevenuerecognitioncriteriaunder
Ind AS 115. Further the incremental costs of obtaining contracts with respect to those contracts has been recognised asan assetunder Prepaid
expenses. Thesamehasresultedinrecognitionofunbilledrevenue,reversalofcontractliabilities, recognitionofprepaidexpenses andrestatementof
inventoriesasat March31,2023.TheCompanyhasgivenimpactofapplicationofIndAS115bycredittoretainedearnings aftergivingtaxeffectto
transitional adjustments as deferred tax.
d.Retention Money Payable
Under the previous GAAP, interest free retention money (that is payable in cash on completion of the retention term) are recorded at the transaction
value. Under Ind AS, all financial liabilities are required to be recognised at fair value and accordingly the Company has recognised the retention money
at present value . Difference between the fair value and transaction value of the retention money has been recognised as Deferred Income (Refer Note
16.2). Consequently, the amount of retention money under Other Financial Liabilities has decreased by Rs. 19.90 Lakhs as at March 31, 2024 (Rs. 4.81
Lakhs as at March 31 , 2023) and the Deferred Income of Rs. 5.34 Lakhs has been recognised as at March 31, 2023 and is at Rs. 20.34 Lakhs as at March
31, 2024. The total equity as at March 31, 2024 decreased by Rs.0.43 Lakhs due to the recognition of finance cost (net of fair valuation gain) and total
equity as at March 31, 2023 decreased by Rs. 0.53 Lakhs.
354VEEGALAND DEVELOPERS PRIVATE LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PTC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
e.Refundable Security Deposit
Under the previous GAAP, interest free security deposit is recorded at the transaction value. Under Ind AS, all financial assets are required to be
recognised at fair value and accordingly the Company has recognised the refundable security deposit under the Joint Development (JD) arrangement at
present value. Difference between the fair value and transaction value of the security deposit has been recognised as Prepaid expense (Refer Note 6).
Consequently, the amount of security deposit under Other Financial Assets has decreased by Rs.43.62 Lakhs as at March 31, 2024 (Rs.56.00 Lakhs as at
March 31, 2023) and the Prepaid expense of Rs.54.75 Lakhs has been recognised as at March 31, 2023 and is at Rs. 41.04 Lakhs as at March 31, 2024. The
total equity as at March 31, 2024 decreased by Rs.2.58 Lakhs due to the recognition of finance cost (net of finance income) and total equity as at March
31, 2023 decreased by Rs.1.25 Lakhs.
f.Transfer of Development Rights
Under the JD Arrangements land is received from land owners in lieu of transfer of agreed percentage of constructed area/ revenue proceeds. Under Ind
AS, the financial liability relating to the agreed portion of revenue proceeds payable is recognised at present value at Rs. 887.01 Lakhs as at March 31,
2023 and Rs.952.88 Lakhs as at March 31,2024. Difference between the fair value and transaction value of the financial liability has been recognised as
Deferred Income (Refer Note 16.2) of Rs. 238.82 Lakhs has been recognised as at March 31, 2023 and is at Rs. 179.11 Lakhs as at March 31, 2024.
Further the fair value of transfer of development rights as constructed area is recognised as Liabilities under Joint Development Agreement under Other
Liabilities (Refer Note 16) at Rs. 769.73 Lakhs as at March 31, 2023 and Rs. 622.29 Lakhs as at March 31,2024.
Consequently, inventory increased by Rs.1,895.56 Lakhs as at March 31, 2023 and Rs. 1,737.70 Lakhs as at March 31,2024.
g.Tax Expenses
Consequent to the change in revenue recognition and inventory on transition to Ind AS as detailed in Note c and f above, the taxable profit included in
total equity as at March 31,2024 and March 31,2023 has increased and the tax thereon has been recognised as deferred tax liability.
h.Cash Flow Statement
The transition to Ind AS from Indian GAAP has not had a material impact on Cash flow statement.
355VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
37 Related Parties Disclosure
(a) List of related parties and nature of relationship with Company
(i) Key Managerial Personnel
Name of Related Party Position Remarks
Kochouseph Chittilappilly Managing Director Upto September 30, 2025
K Vijayan Joint Managing Director Upto March 31,2024
Director Upto March 31, 2025
Whole Time Director Upto March 31, 2024
B Jayaraj
Director With effect from April 1, 2024
Sheela Kochouseph Director Upto March 31, 2025
Bijoy AB Whole Time Director With effect from September 1, 2023
Kurian Thomas Whole Time Director With effect from September 1, 2023
Jacob Kuruvilla A Chief Financial Officer Upto March 31, 2025
Varun S Kumar Chief Financial Officer With effect from September 25, 2025
Akshay Anand Company secretary & Compliance Officer With effect from September 25, 2025
(ii) Members with Substantial Interest
K Chittilappilly Trust
(iii) Relative of Key Management Personnel
Binoy A B
Jayakrishnan J
(iv) Enterprise in which Key Management Personnel has significant influence
V - Guard Industries Limited
Wonderla Holidays Limited
V - Star Creations Private Limited
K Chittilappilly Foundation
K Chittilappilly Capital Private Limited (liquidated)
P. Rajkumar & Co.
Arav Chittilappilly Trust
Related Parties and their relationships are as identified by the management and relied upon by the auditors
356VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
(b) Related Party Transactions during the period/year
Six months ended Year ended Year ended Year ended
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Key Managerial Personnel
(a) Loan Accepted
Kochouseph Chittilappilly - 7,656.88 1 82.47 1,271.20
Sheela Kochouseph - - 9 10.20 180.92
(b) Loan Repaid
Kochouseph Chittilappilly 17,562.06 1,156.88 1 ,182.47 2,695.45
Sheela Kochouseph - 1,961.21 9 10.20 830.92
(c) Remuneration
Kochouseph Chittilappilly 21.00 42.00 4 2.00 4 2.00
B Jayaraj - - 2 8.08 2 8.08
Jacob Kuruvilla A - 1 4.40 1 4.40 1 4.40
K Vijayan - 9.00 1 2.00 2 1.96
Bijoy A B 19.47 39.40 1 8.57 -
Kurian Thomas 23.32 43.04 2 1.31 -
Varun S Kumar 0.39 - - -
Akshay Anand T S 0.13 - - -
(d) Remuneration (Commission)
Kochouseph Chittilappilly 15.67 28.26 9 .81 1 6.17
(e) Interest Expense
Kochouseph Chittilappilly 524.45 9 98.55 8 26.87 760.66
Sheela Kochouseph - 1 30.45 1 37.60 141.33
(f) Staff Loan Repayment
Bijoy A B - 0.89 0 .39 -
(ii) Members with Substantial Interest
(a) Reimbursement of Expenses
K Chittilappilly Trust - 10.05 - -
(b) Sale of property and other assets
K Chittilappilly Trust - 1.75 - -
(c) Accomodation charges
K Chittilappilly Trust 0.77 - - -
(iii) Enterprise in which Key Management
Personnel has significant influence
(a) Rent (excluding taxes)
K Chittilappilly Foundation 3 4.95 45.82 3 9.20 37.38
(b) Reimbursement of Expenses
K Chittilappilly Foundation - 7.73 - -
(c) Purchase of Land & Building
K Chittilappilly Foundation 1,758.12 - - -
(c) Purchase of Plant & Machinery & Office
equipments (excluding taxes)
K Chittilappilly Foundation 4 1.88 - - -
(c) Professional Fees (excluding taxes)
P. Rajkumar & Co. 1.05 2.25 1 .53 -
(iv) Relative of Key Management Personnel
(a) Professional Fees
Binoy A B - - 0 .16 -
Jayakrishnan J - - 0 .23 -
357VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
(c) Balance Outstanding as at the end of the period/ year
As at As at As at As at
Particulars
Sept 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Key Managerial Personnel
(a) Loan and interest payable
Kochouseph Chittilappilly - 17,562.06 1 0,163.37 1 0,419.18
Sheela Kochouseph - - 1 ,843.81 1 ,719.97
(b) Commission payable
Kochouseph Chittilappilly 15.67 28.26 9 .81 1 6.17
(c) Staff Loan Outstanding
Bijoy AB - - 0 .89 -
(ii) Enterprise in which Key Management Personnel
has significant influence
(a) K Chittilappilly Foundation 7.38 5.47 3.59 -
Details of the financial guarantees/personal guarantees issued by the director are disclosed in Note 12.
37.1 Details of compensation (remuneration to Key Managerial Personnel) during the period ended September 30, 2025
Short term employee Post-employment Other long term
Particulars Total
benefits benefits* benefits*
Kochouseph Chittilappilly 3 6.67 - - 3 6.67
B Jayaraj - - - -
Akshay Anand T S 0.13 - - 0 .13
Varun S Kumar 0.39 - - 0 .39
Bijoy AB 1 9.47 - 1 9.47
Kurian Thomas 2 3.32 - - 2 3.32
37.2 Details of compensation (remuneration to Key Managerial Personnel) during the year ended March 31, 2025
Short term employee Post-employment Other long term
Particulars Total
benefits benefits* benefits*
Kochouseph Chittilappilly 7 0.26 - - 7 0.26
K Vijayan 9.00 - - 9 .00
B Jayaraj - - - -
Sheela Kochouseph - - - -
Jacob Kuruvilla A 1 4.40 - - 1 4.40
Bijoy AB 3 9.40 - - 3 9.40
Kurian Thomas 4 3.04 - - 4 3.04
37.3 Details of compensation (remuneration to Key Managerial Personnel) during the year ended March 31, 2024
Short term employee Post-employment Other long term
Particulars Total
benefits benefits* benefits*
Kochouseph Chittilappilly 5 1.81 - - 5 1.81
K Vijayan 1 2.00 - - 1 2.00
B Jayaraj 2 8.08 - - 2 8.08
Sheela Kochouseph - - - -
Jacob Kuruvilla A 1 4.40 - - 1 4.40
Bijoy AB 1 8.57 - - 1 8.57
Kurian Thomas 2 1.31 - - 2 1.31
37.4 Details of compensation (remuneration to Key Managerial Personnel) during the year ended March 31, 2023
Short term employee Post-employment Other long term
Particulars Total
benefits benefits* benefits*
Kochouseph Chittilappilly 5 8.17 - - 5 8.17
K Vijayan 2 1.96 - - 2 1.96
B Jayaraj 2 8.08 - - 2 8.08
Sheela Kochouseph - - - -
Jacob Kuruvilla A 1 4.40 - - 1 4.40
358VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
*Remuneration toKeyManagementPersonneldisclosedabovedoesnotincludesharebasedpaymentexpensesaccruedduringthevesting
period and post employment benefits and other long term benefits that are accrued on the basis of actuarial valuation.
38 Intheopinionofmanagement,currentassetsandotherliabilitieshaveavaluenotlessthanwhatisstatedintheaccountsifrealizedinthe
ordinary course of business.
39 TheCompanydoesnothaveanytransactionswithcompaniesstruckoffundersection248oftheCompaniesAct,2013orsection560ofthe
Companies Act, 1956, during any of the reporting periods.
40 Registration of charges
TheCompanyhasfiledthenecessaryformswithregardtocreationand/orsatisfactionofchargewiththeRegistrarofCompanieswithinthe
statutory period specified under the Companies Act and rules made thereunder.
41 Details of Benami Property Held
NoproceedingshavebeeninitiatedorpendingagainsttheCompanyforholdinganybenamipropertyunderBenamiTransaction(Prohibition)Act,
1988 (45 of 1988) and rules made thereunder in any of the reporting periods
42 The Company has not availed short term credit facilities from bank or financial institutions during any of the reporting periods with the
hypothecation of stocks / debtors.
43 Compliance with number of layers of companies
TheCompanyhascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwithCompanies(Restrictionon
Number of Layers) Rules, 2017 for any of the reporting periods.
44 Compliance with approved scheme(s) of Arrangements
Duringtheperiods,noschemeofarrangementsinrelationtotheCompanyhasbeenapprovedbythecompetentauthorityintermsofSections
230 to 237 of the Companies Act 2013. Accordingly, aforesaid disclosure is not applicable since there was no such transaction.
45 For the six months endedSeptember 30,2025,yearsended March31,2025,March 31,2024andMarch 31,2023thereare noinstances of
transactionsnotrecordedinthebooksofaccount,whichhavebeensurrenderedordisclosedasincomeinthetaxassessmentsundertheIncome
Tax Act, 1961.
46 Utilization of Borrowed funds and share premium
Nofundshavebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindsoffunds)bythe
Companytoorinanyotherpersonsorentitiesincludingforeignentities(“Intermediaries”)withtheunderstanding,whetherrecordedinwritingor
otherwise,thattheIntermediaryshalllendorinvestinpartyidentifiedbyoronbehalfoftheCompany(UltimateBeneficiaries).TheCompanyhas
alsonotreceivedanyfundfromanyparties(FundingParty)withtheunderstandingthattheCompanyshallwhetherdirectlyorindirectlylendor
investinotherpersonsorentitiesidentifiedbyoronbehalfoftheFundingParty(“UltimateBeneficiaries”)orprovideanyguarantee,securityor
the like on behalf of the Ultimate Beneficiaries.
47 Accounting Ratios
As at
Ratio **
Sept 30, 2025
Current Ratio 2.90
Debt-Equity Ratio 0.19
Debt Service Coverage Ratio 0.08
Return on Equity Ratio 0.07
Inventory Turnover Ratio 0.41
Trade Receivables Turnover Ratio 3.43
Trade Payables Turnover Ratio 14.13
Net capital Turnover Ratio 0.62
Net Profit Ratio 0.09
Return on Capital employed 0.06
Return on Investment Not applicable*
Comparative figures for ratios have not been presented, as corresponding figures for the six months ended period are not available.
** Figures are not annualised
359VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
As at As at
Ratio Variance (in %) Reason for Variance
March 31, 2025 March 31, 2024
Increase in current
Current Ratio 2.12 2.75 -22.91%
liabilities
Debt-Equity Ratio 2.70 2.67 1.12%Not material
Increase in profit before
Debt Service Coverage Ratio 1.31 0.62 111.29%
interest and tax.
Increase in net profit
Return on Equity Ratio 0.37 0.19 94.74%
after tax
Inventory Turnover Ratio 0.75 0.53 41.51% Increase in operating cost
Trade Receivables Turnover Ratio 10.15 13.10 -22.52%Increase in turnover
Trade Payables Turnover Ratio 32.02 17.69 81.01%Increase in operating cost
Net capital Turnover Ratio 1.30 1.18 10.17%Not material
Net Profit Ratio 0.11 0.07 57.14%Increase in net profit
Increase in earnings
Return on Capital employed 0.14 0.10 40.00%
before interest and tax
Return on Investment Not applicable* Not applicable*
As at As at
Ratio Variance (in %) Reason for Variance
March 31, 2024 March 31, 2023
Decrease in current
Current Ratio 2.75 1.44 90.97%
liability
Increase in Equity Share
Debt-Equity Ratio 2.67 3.28 -18.60%
Capital
Decrease in Profit before
Debt Service Coverage Ratio 0.62 0.90 -31.11%
interest and tax
Increase in average share
Return on Equity Ratio 0.19 0.48 -60.42%
holder's equity
Inventory Turnover Ratio 0.53 0.58 -8.62% Not Material
Decrease in Trade
Trade Receivables Turnover Ratio 13.10 9.38 39.66%
Receivables
Trade Payables Turnover Ratio 17.69 26.83 -34.07%Decrease in purchases
Increase in average
Net capital Turnover Ratio 1.18 2.30 -48.70%
working capital
Decrease in net profit
Net Profit Ratio 0.07 0.13 -46.15%
after tax
Increase in capital
Return on Capital employed 0.10 0.15 -33.33%
employed
Return on Investment Not applicable* Not applicable*
* The Company does not have any material investments including fixed deposits during the periods reported and accordingly Return on
Investment is not disclosed.
360VEEGALAND DEVELOPERS LIMITED
(Formerly known as Veegaland Developers Private Limited)
(CIN: U45201KL2007PLC021107)
Notes to Restated Financial Information
(All amounts are in Rs. Lakhs, unless otherwise stated)
Ratio Numerator Denominator
Current Ratio Current Assets Current Liabilities
Debt-Equity Ratio Total Debt Shareholder’s Equity
Debt Service Coverage Ratio Earnings available for debt service Debt Service (i.e. Interest + Principal)
Return on Equity Ratio Net Profits after taxes – Preference Average Shareholder’s Equity
Dividend (if any)
Inventory Turnover Ratio Cost of goods sold Average Inventory
Trade Receivables Turnover Ratio Net Credit Sales Average Accounts Receivable
Trade Payables Turnover Ratio Net Credit Purchases Average Trade Payables
Net capital Turnover Ratio Net Sales Average Working Capital
Net profit Ratio Net Profit Net Sales
Return on Capital employed Earnings before interest and taxes Capital Employed
Return on Investment Earnings from Investments Average Investment
48 TherearenoadditionalregulatoryinformationtobereportedunderMCANotificationNo.G.S.R207(E)dated24.03.2021atthisstageotherthan
the details furnished above.
49 Previousyearfiguresunlessotherwisestatedaregivenwithinbracketsandhavebeenregroupedandrecastwherevernecessarytoconfirmwith
current year's presentation.
The accompanying material accounting policies and notes form an integral part of the Restated Financial Information.
As per our report of even date attached For and on behalf of the Board of Directors of
VEEGALAND DEVELOPERS LIMITED
Sd/- Sd/-
For Varma & Varma Kochouseph Chittilappilly Kurian Thomas
Chartered Accountants
(FRN: 004532S) Whole Time Director Whole Time Director
DIN: 00020512 DIN: 10279590
Place: Kochi Place: Kochi
Sd/- Date: November 20, 2025 Date: November 20, 2025
Vijay Narayan Govind
Partner
Membership No: 203094 Sd/- Sd/-
Varun S Kumar Akshay Anand T S
Chief Financial Officer Company Secretary
Place: Kochi Place: Kochi Place: Kochi
Date: November 20, 2025 Date: November 20, 2025 Date: November 20, 2025
361OTHER FINANCIAL INFORMATION
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations derived
from our Restated Financial Information are given below:
As at/for the six As at/for the Fiscals ended
month period
Particulars
endedSeptember 2025 2024 2023
30, 2025
Net Worth (A) (₹ in lakh) 25,173.35 6,544.39 4,507.10 3,723.97
Average Net Worth (B) 15,858.87 5,525.75 4,115.54 2,999.90
Net Profit after Tax (C) (₹ in lakh) 1,152.54 2,042.59 786.88 1,453.06
EBITDA (₹ in lakh) 1,891.56 3,377.35 1,672.23 2,421.98
No. of Shares outstanding at the end of
3,37,50,000 50,00,000 50,00,000 50,00,000
the period/year (D)
Face Value Per share (in ₹) 10/- 10/- 10/- 10/-
Weighted average number of shares (E) 2,69,23,077 2,50,00,000 2,50,00,000 2,50,00,000
Basic Earnings per Share (EPS) (C / E)
4.28 8.17 3.15 5.81
(in ₹)
Diluted Earnings per Share (EPS) (C /
4.28 8.17 3.15 5.81
E) (in ₹)
Return on Net Worth (C / B)*100 (%) 7.27% 36.96% 19.12% 48.44%
Net Assets Value per Share (A / D) 74.59 130.89 90.14 74.48
*Not annualised for the period ended September 30, 2025
The ratios have been calculated as below:
1) Basic Earnings Per Share (₹) = Restated Net profit after tax of our Company, divided by weighted average no. of Equity Shares
outstanding during the financial year.
2) Diluted Earnings Per Share (₹) = Restated Net Profit after tax of our Company, divided by weighted average no. of potential Equity
Shares outstanding during the financial year. Basic and diluted earnings per equity share are computed in accordance with Indian
Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended) read with the
requirements of SEBI ICDR Regulations
3) Return on Net Worth is calculated as Profit/(Loss) for the period/year divided by Average Net Worth.
4) Averege Net Worth is calculated as Opening total equity + closing total equity divided by two.
5) Net worth/ means total equity i.e. Equity Share Capital + Other Equity as per the Restated Financial Information.
6) Net Asset Value per Equity Share is computed as Net Worth divided by No. of Shares outstanding at the end of the period/year.
7) Earnings Per Share calculation are in accordance with Accounting Standard 20-Earnings Per Share, notified under the Companies
(Accounting Standards) Rules 2006, as amended
8) EBITDA represents profit for the year after adding back total tax expense, finance costs and depreciation and amortization of the relevant
period/year.
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company as at and for
the Fiscals 2025, 2024, and 2023 and the reports thereon (collectively, the “Audited Financial Statements”) are
available on our website at http://www.veegaland.com.
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 and the reports thereon do not constitute, (i)
a part of the Draft Red Herring Prospectus, or (ii) a Prospectus, a statement in lieu of a Prospectus, an
issuing circular, an issuing memorandum, an advertisement, an issue or a solicitation of any issue or an issue
document or recommendation or solicitation to purchase or sell any securities under the Companies Act, the SEBI
ICDR Regulations, or any other applicable law in India or elsewhere.
The Audited Financial Statements and the reports thereon should not be considered as part of information that
any investor should consider when subscribing for or purchasing any securities of our Company or any entity in
which our Shareholders have significant influence and should not be relied upon or used as a basis for any
investment decision. None of the entities specified above, nor any of their advisors, nor BRLM, nor any of their
respective employees, directors, affiliates, 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.
362For reconciliation of the non-GAAP measures, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-GAAP Measures” on page 397.
RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.
Ind AS 24 ‘Related Party Disclosures’ for the six months ended September 30, 2025 and the Fiscals 2025, 2024,
2023, read with the SEBI ICDR Regulations and as reported in Restated Financial Information, please see
“Restated Financial Information – Note 35 : Related Party Transactions” on page 358
363CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at September 30, 2025, derived from our Restated
Financial Information, and as adjusted for the Issue. This table should be read in conjunction with “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Financial Information” pages 40, 375 and 297 respectively.
(₹ in lakh, unless otherwise stated)
Pre-Issue as at
Particulars Post-Issue5,6
September 30, 2025
Total borrowings
Current borrowings (A) 3,123.38
Non-current borrowings (including current maturity) (B) 1,733.95
Total borrowings (C=A+B) 4,857.33
Total equity
Equity share capital (D) 3375.00
Refer notes below
Other equity4(E) 21,798.35
Total equity (F=D+E) 25,173.35
Total Capital (G=C+F) 30,030.68
Ratio: Non-current borrowings (including current
0.07
maturities of borrowings) (B) / Total equity (F)
Ratio: Total borrowings (C) / Total equity (F) 0.19
Notes:
1. The above statement has been prepared for the purpose of disclosing in the Draft Red Herring Prospectus to be filed in connection with
the Issue, in accordance with the requirements prescribed under Schedule VI of the SEBI ICDR Regulations.
2. The above statement has been computed on the basis of the Restated Financial Information for the period ended September 30, 2025.
3. These terms shall carry the meaning as per Schedule III of the Companies Act, 2013, as amended.
4. “Other equity” shall carry the meaning as per Schedule III of the Companies Act 2013 (as amended) excluding Revaluation Reserve.
5. Will be finalized upon determination of the Issue Price.
6. As adjusted to reflect the number of Equity Shares issued pursuant to the Issue
364FINANCIAL INDEBTEDNESS
Our Company have availed certain credit facilities in its ordinary course of business, for meeting its working
capital requirements and other business requirements. For details regarding the borrowing powers of our Board,
see “Our Management – Borrowing Powers of our Board” on page 274.
Our Company has obtained the necessary consents required under the loan agreements entered into in connection
with and for undertaking activities in relation to the Issue, including effecting a change in our capital structure,
change in our shareholding pattern, change in our constitutional documents including amending the Memorandum
of Association and Articles of Association of our Company, change in the management or board composition, as
applicable.
The details of our aggregate indebtedness as on September 30, 2025 is provided below:
(₹ in Lakhs)
Sanctioned amount as Amount Outstanding as
Nature of Borrowing
on September 30, 2025 on September 30, 2025
I. Fund Based facilities
Secured Borrowings
- Non-Current (including current maturities) 3,471.00 1,733.95
- Current (Refer Note) 5,800.00 3,123.38
Total Secured Borrowings (A) 9,271.00 4,857.33
Unsecured Borrowings
- Non-Current Nil Nil
- Current Nil Nil
Total Unsecured Borrowings (B) Nil Nil
Total (A+B) 9,271.00 4,857.33
II. Non-Fund Based facilities
- Bank Guarantee / Corporate Guarantee Nil Nil
Total Non-Fund based Nil Nil
Total (I+II) 9,271.00 4,857.33
Note: For the purpose of this certificate, only overdraft accounts showing a credit balance as on September 30,
2025 have been included (hereinafter referred to as working capital facilities). The overdraft facilities having
sanctioned limit amounting to ₹960.25 lakhs are not included in the above table since these accounts shows a debit
balances as on September 30, 2025.
Principal Terms of Loans
1. Interest: In terms of the overdraft facilities and term loans availed by the Company, the interest rate is
typically the base rate of a specified lender and spread per annum. The spreads are different for different
facilities.
The interest rates for the term loans and working capital facilities (with credit balance as at September
30, 2025) availed by our Company typically range from 7.60% to 9.00% as given below:
Details of facility Amount Outstanding as Interest rate as per sanction
on September 30, 2025 document (effective rate as at
(₹ in Lakhs) September 30, 2025)
Axis Bank Ltd-Over Draft 213.63 8.00% (Fixed deposit rate +0.70%)
Axis Bank Ltd-Over Draft 2909.75 7.60% (Repo rate +2.10%)
The South Indian Bank Ltd 271.02 8.60%(Repo rate +2.10%)
-Term Loan
The South Indian Bank Ltd 1440.29 7.65%(Repo rate+2.15%)
-Term Loan
HDFC Bank Ltd-Auto Loan 10.88 8.95%
HDFC Bank Ltd-Auto Loan 5.04 9.00%
HDFC Bank Ltd-Auto Loan 6.72 9.00%
3652. Penal Charges:
A. For working capital facilities:
The terms of working capital facilities availed by our Company prescribe penal charges in the event of
financial or non-financial irregularities which are given below:
1) Overdraft facility with Axis Bank Ltd (A/c No. 925030029116455) vide sanction letter dated
11.06.2025
a. In the event of financial irregularities, penal charges of 8.00% p.a. will be charged above
applicable interest rate on the overdue amounts, subject to an aggregate not exceeding Rs.
1,00,000 per instance. Further, the lender is entitled to stop operations (by way of marking lien
/ freeze as well as suspension of further drawdowns) in the account on expiry of the sanctioned
limits.
b. In the event of non-financial irregularities, penal charges of 1% p.a. will be charged above
applicable interest rate from the date of each non-financial default on the outstanding amount
of the fund-based credit facilities.
2) Overdraft facility with Axis Bank Ltd (A/c No. 922030054287644) vide sanction letter dated
14.08.2025
On expiry of working capital limit, penal charge at 8.00% p.a. above applicable interest rate on the
overdue amount (subject to the aggregate not exceeding Rs.1,00,000/- per instance) shall be levied.
B. For Term Loan facilities:
The terms of term loan facilities availed by our Company prescribe penal charges in the event of financial
or non-financial defaults (as defined in the respective terms) which are given below:
1) Term Loan from South Indian Bank Ltd (A/c No. 0587652000001129 & 0587652000001232)
Type of Default Applicable Penal Charges
Financial Default • 6% p.a. on the defaulted amount for the defaulted period.
• SCF – 4% p.a. on the defaulted amount for the defaulted period during grace
period & 6% thereafter.
• SIB Builder plus- 6% p.a. on the defaulted amount for the defaulted period
• Non-Payment of claim period commission for bank guarantees within 15 days
of BG expiry - Prevailing 1 Year MCLR + 2% p.a.
Non-financial 4% p.a. on outstanding balance in the account for the defaulted period with a cap
Default of 4%.
2) Term Loan from the HDFC Bank Ltd. (Account Numbers : 143907047, 155751892 & 155752676)
As per the terms of the said facilities availed by the Company, there are no stipulated penal charges in
the communications received from the bank.
3. Pre-payment penalty:
For Overdraft facility (A/c No. 925030029116455):
As per the terms of said facility availed by the company, foreclosure and prepayment charges are
applicable under specified circumstances. No foreclosure or prepayment charges are levied for Micro
and Small Enterprises (MSE) borrowers in respect of fixed-rate loans up to Rs. 50.00 lakhs and for all
floating-rate loans irrespective of the loan limit. For all other cases, including prepayment from internal
sources or takeover of the loan by another bank or financial institution, a prepayment premium is payable
on the sanctioned working capital limits, which ranges from 4.00% of the outstanding amount if prepaid
within 12 months, 3.00% if prepaid after 12 months but within 24 months, and 2.00% if prepaid after 24
366months, in each case plus applicable taxes. Further, the terms of such facilities require the Company to
provide a notice period of 30 business days prior to any prepayment.
For Overdraft facility (A/c No. 922030054287644)
As per the terms of the said facilities availed by the Company, there are no stipulated pre-payment penalty
in the Sanction Letter received from the bank.
For Term Loan facilities availed from The South Indian Bank Ltd (A/c No. 0587652000001129 &
0587652000001232):
As per the terms of the said facilities availed by the Company, prepayment charges are applicable under
specified circumstances. For loans/limits upto Rs. 1 crore, the penalty would be Nil for MSE entities and
4% plus GST for other than MSE entities. For loans/limits above Rs. 1 crore, the penalty would be Nil
for MSE entities and 3% plus GST for other than MSE Entities.
For Term Loan facilities availed from HDFC Bank Ltd. (Account Numbers : 143907047,
155751892 & 155752676)
As per the terms of the said facilities availed by the Company, there are no stipulated pre-payment penalty
in the communications received from the bank.
4. Validity/Tenure:
The tenure of the overdraft facilities and term loans availed by the Company as on September 30,2025
is as below:
Name of Facility Account Number Nature of Facility Tenure
Axis Bank Ltd 925030029116455 Overdraft (Sanctioned On Demand
Limit : Rs.5,000 lakhs)
Axis Bank Ltd 922030054287644 Overdraft (Sanctioned On Demand
Limit : Rs.800 lakhs)
The South Indian Bank 0587652000001129 TL-Commercial Real 4 years
Ltd Estate Loan
(Sanctioned limit :
Rs.2,000 lakhs)
The South Indian Bank 0587652000001232 Term Loan (Sanctioned 7 years
Ltd Limit: Rs.1,440 lakhs)
HDFC Bank Ltd 143907047 Auto Loan (Sanctioned 5 years
Limit : Rs.17 lakhs)
HDFC Bank Ltd 155751892 Auto Loan (Sanctioned 5 years
Limit : Rs.6 lakhs)
HDFC Bank Ltd 155752676 Auto Loan (Sanctioned 5 years
Limit : Rs.8 lakhs)
5. Security: The details of security for each facility availed as on September 30, 2025, by the Company are
detailed below:
Sr. Name of Type of Facility Security Details
No. lender
Term Loan (Sanctioned EM of property admeasuring 09.97 Ares in
Limit: Rs.1,440 lakhs) Re.Sy. No.327/11/2 of Vazhakkala Village
The South together with the building bearing Nos. 35/566 ,
1. Indian 35/565 ,35/564, 35/563,35/562 ,35/561 , 35/560
B ank Ltd ,35/559 ,35/558 , 35/1384 ,35/1386 of
Thrikkakara Municipality Sy.No.72/13, of
Vazhakkala Village, Kanayannur
367Sr. Name of Type of Facility Security Details
No. lender
Taluk/Ernakulam District to be owned by M/s
Veegaland Developers Private Limited and
Personal Guarantee of Mr. Kochouseph
Chittilapilly .
EM of 22.98 ares (22.99 ares as per title deed)
(with residential apartment building (Queens Park
consisting of B+G+13 floors of BUA 1,07,338.31
sqft (as per the building permit) under
construction) situated under Old Sy. No. 81/7B,
6, 8B3, 81/8B3 & B-4, 8B1, 8B2 Re. Sy. No. 7/6
TL-Commercial Real
(7/6-2 as per possession certificate), 7/3, 7/4
Estate Loan (Sanctioned
(7/4/2 as per possession certificate) of Edapally
limit : Rs.2,000 lakhs)
North Village, Kanayannur Taluk, Ernakulam
District in the name of M/s Veegaland Developers
Private Limited together with all buildings,
existing and / or to be constructed thereon in
future and personal guarantee of Mr. Kochouseph
Chittilappilly.
HDFC Auto Loan (Sanctioned
3. Charge on vehicles-Hyundai Verna
Bank Limit : Rs.17 lakhs)
HDFC Auto Loan (Sanctioned
4. Charge on vehicles-Maruti Ertiga vxi
Bank Limit : Rs.8 lakhs)
HDFC Auto Loan (Sanctioned
5. Charge on vehicles- Nissan Magnite XL
Bank Limit : Rs.6 lakhs)
Overdraft (Sanctioned Pledge of callable FDR equivalent to 100% of
Limit : Rs.5,000 lakhs) limit with Bank lien noted thereon in the name of
6. Axis Bank
Kochouseph Chittilapilly and Personal Guarantee
of Kochouseph Chittilapilly.
Overdraft (Sanctioned 100% cash margin (Fixed Deposit in the name of
7. Axis Bank Limit : Rs.800 lakhs) the Company with the Bank, duly discharged and
pledged in favour of the Bank)
6. Repayment: The loans (other than working capital loans) are typically repayable in structured
instalments which are detailed as below:
Name of Facility Account Number Nature of Facility Repayment Terms
Axis Bank 925030029116455 Overdraft (Sanctioned Repayable on demand
Limited Limit : Rs.5,000 lakhs)
Axis Bank 922030054287644 Overdraft (Sanctioned Repayable on demand
Limited Limit : Rs.800 lakhs)
The South Indian 0587652000001129 Term Loan - Principal to be repaid in 8
Bank Limited Commercial Real Estate quarterly instalments (after
Loan (Sanctioned limit : moratorium of 24 months) as
Rs.2,000 lakhs) –
- The first 2 quarters of
Rs.100 lakhs each
- The rest 6 quarters of Rs.300
lakhs each
Interest to be serviced as and
when debited
The South Indian 0587652000001232 Term Loan - (Sanctioned Principal to be repaid in 84
Bank Limited Limit: Rs.1,440 lakhs) monthly instalments as
follows: 83 monthly
instalment of Rs.17,14,500/-
and last instalment of
368Name of Facility Account Number Nature of Facility Repayment Terms
Rs.16,96,500/-
Interest to be serviced as and
when debited.
HDFC Bank Ltd. 143907047 Auto Loan - (Sanctioned 60 equated monthly
Limit : Rs.17 lakhs) instalments of Rs.35,248/-.
HDFC Bank Ltd. 155751892 Auto Loan - (Sanctioned 60 monthly instalments of Rs.
Limit : Rs.6 lakhs) 12,455/-.
HDFC Bank Ltd. 155752676 Auto Loan - (Sanctioned 60 monthly instalments of Rs.
Limit : Rs.8 lakhs) Rs.16,607/-.
7. Restrictive Covenants:
Working Capital Facilities
1) Overdraft facility with Axis Bank Ltd (A/c No. 925030029116455) vide sanction letter dated 11.06.2025
1. Other covenants: In case the facilities are sanctioned outside a consortium / MBA, the borrower
undertakes that its total short borrowings under banking system during the financial year shall
not exceed the assessed MPBF or the drawing power, whichever is lower, for that financial year.
The sanction will be intimated to the other lenders.
2. Financial Covenants: As stipulated by bank from time to time based on financials submitted.
Penal charges @ 1.00% p.a. shall be applicable in case of non-compliance.
2) Overdraft facility with Axis Bank Ltd (A/c No. 922030054287644) vide original sanction letter dated
27.09.2022
Other covenants:
a. The limit shall be released only after execution of all documents prescribed by the bank and
completion of all security arrangement as stipulated by the Bank.
b. The borrower shall not induct on its board a person whose name appears in the list of wilful
defaulters published by Reserve Bank of India and that in case, such a person is found to be on
the board it shall take expeditious and effective steps for removal of the person from the board.
c. The Proprietor/Partners/Directors/Guarantors to undertake that:
• There is no common director on the board of the bank and the company/its subsidiary/its
holding company.
• The credit facility does not fall under the category of loan to directors of other bank and
their relatives or loan to companies in which directors of other banks and their relatives
are interested.
• No senior officer of the bank is related to the promoters of the company and no senior
officer of the bank holds substantial interest in the company or is interested as a guarantor.
• Name of the company or its proprietor/partners/directors does not appear in the RBI's
defaulters list, ECGC caution list and CIBIL database and that they are not defaulters with
any of the financial institutions and Banks.
d. All other guidelines, precautions to be adhered to without any change.
Term Loan Facilities
3) Term Loan facilities availed from The South Indian Bank Ltd (A/c No. 0587652000001232):
Mandatory Negative Covenants:
1. In the event of default, or where signs of inherent weakness are apparent, the Bank shall have
the right to securitise the assets charged and in the event of such securitisation, the Bank will
suitably inform the Borrower(s) and guarantor(s).
2. Prior intimation to be done before changing the practice with regard to remuneration of
Directors by means of ordinary, remuneration or commission, scale of sitting fees etc. except
where mandated by any legal or regulatory provisions. The undernoted covenants will be subject
to prior notice being given by the borrower and being agreed to by the Bank. If the Bank turns
369down the borrower's request but the latter still goes ahead, the Bank shall have the right to call
up the facilities sanctioned.
3. Formulate any scheme of amalgamation or reconstruction.
4. Undertake any new project, implement any scheme of expansion/diversification or capital
expenditure or acquired fixed assets (except normal replacements indicated in fund flow
statement submitted to and approved by the bank) if such investment results into breach of
financial covenants or diversion of working capital funds to financing of long-term assets.
5. Invest by way of share capital in or lend or advance funds to or place deposits with any other
concern (including group companies); normal trade credit or security deposits in the ordinary
course of business or advances to employees can, however be extended. Such investment should
not result in breach of financial covenants relating to TOL/Adj. TNW and current ratio agreed
upon at the time of sanction.
6. Enter into borrowing arrangement either secured or unsecured with any other bank, financial
institution, company or otherwise or accept deposits which increases indebtness beyond
permitted limits, stipulated if any at the time of sanction.
7. Undertake any guarantee or letter of comfort in the nature of guarantee on behalf of any other
company (including group companies).
8. Create any charge, lien or encumbrance over its undertaking or any part thereof in favour of any
financial institution, bank, company, firm or persons.
9. Sell, assign, mortgage or otherwise dispose of any of the fixed assets charged to the Bank.
However, fixed assets to the extent of 5 % of Gross Block may be sold in any financial year
provided such sale does not dilute FACR below minimum stipulated level (Not applicable for
unsecured loans).
10. Enter into any contractual obligation of a long term nature or which, in the reasonable
assessment of the Bank, is detrimental to lender's interest, viz. acquisitions beyond the capability
of borrower as determined by the present scale of operations or tangible net worth of the
borrower/ net means of promoters etc., leveraged buyout etc.
11. Change the practice with regard to remuneration of Directors by means of ordinary,
remuneration or commission, scale of sitting fees etc. except where mandated by any legal or
regulatory provisions.
12. Undertake any trading activity other than the sale of products arising out of its own
manufacturing operations, (Not applicable incase finance is for trading activity only).
13. Permit any transfer of the controlling interest or make any drastic change in the management
set-up including resignation of promoter directors.
14. The borrower shall keep the Bank advised of any circumstance adversely affecting the financial
position of subsidiaries / group companies or companies in which it has invested, including any
action taken by any creditor against the said companies legally or otherwise.
15. The borrower shall deal with our bank / banks under consortium / multiple banking arrangement
exclusively, shall not open current account/s with any other bank without our prior permission.
The borrower's entire business relating to their activity including deposits, remittance, bills/
cheque purchase, non- fund based transactions including LCs and BGs, Forex transactions,
merchant banking, any interest rate or currency hedging business etc. should be restricted only
to the financing banks under consortium / multiple banking arrangement.
16. No commission to be paid by the borrowers to the guarantors for guaranteeing the credit
facilities sanctioned by the Bank to the borrowers.
17. Approach capital market for mobilizing additional resources either in the form of debt or equity.
18. Fund Based Limits both in Working Capital and Term Loan, should be regulated as agreed by
banks as per extant regulatory guidelines.
4) Term Loan facilities availed from The South Indian Bank Ltd (A/c No. 0587652000001129)
Mandatory Negative Covenants:
1. In the event of default, or where signs of inherent weakness are apparent, the Bank shall have
the right to securitise the assets charged and in the event of such securitization, the Bank will
suitably inform the Borrower(s) and guarantor(s).
2. Prior intimation to be done only if the change in practice with regard to remuneration of
Directors such as Salary, commission, sitting fees etc. results in an increase of more than 10%,
370except where mandated by legal or regulatory provisions. The undernoted covenants will be
subject to prior notice being given by the borrower and being agreed to by the Bank. If the Bank
turns down the borrower's request but the latter still goes ahead, the Bank shall have the right to
call up the facilities sanctioned.
3. Formulate any scheme of amalgamation or reconstruction.
4. Undertake any new project, implement any scheme of expansion/diversification or capital
expenditure or acquired fixed assets (except normal replacements indicated in fund flow
statement submitted to and approved by the bank) if such investment results into breach of
financial covenants or diversion of working capital funds to financing of long-term assets.
5. Invest by way of share capital in or lend or advance funds to or place deposits with any other
concern (including group companies); normal trade credit or security deposits in the ordinary
course of business or advances to employees can, however be extended. Such investment should
not result in breach of financial covenants relating to TOL/Adj. TNW and current ratio agreed
upon at the time of sanction.
6. Enter into borrowing arrangement either secured or unsecured with any other bank, financial
institution, company or otherwise or accept deposits which increases indebtness beyond
permitted limits, stipulated if any at the time of sanction.
7. Undertake any guarantee or letter of comfort in the nature of guarantee on behalf of any other
company (including group companies).
8. Create any charge, lien or encumbrance over its undertaking or any part thereof in favour of any
financial institution, bank, company, firm or persons in respect of assets exclusively charged to
bank or shared on paripassu basis.
9. Sell, assign, mortgage or otherwise dispose of any of the fixed assets charged to the Bank.
However, fixed assets to the extent of 5 % of Gross Block may be sold in any financial year
provided such sale does not dilute FACR below minimum stipulated level (Not applicable for
unsecured loans).
10. Enter into any contractual obligation of a long term nature or which, in the reasonable
assessment of the Bank, is detrimental to lender's interest, viz. acquisitions beyond the capability
of borrower as determined by the present scale of operations or tangible net worth of the
borrower/ net means of promoters etc., leveraged buyout etc.
11. Undertake any trading activity other than the sale of products arising out of its own
manufacturing operations, (Not applicable in case finance is for trading activity only).
12. Permit any transfer of the controlling interest or make any drastic change in the management
set-up including resignation of promoter directors.
13. The borrower shall keep the Bank advised of any circumstance adversely affecting the financial
position of subsidiaries / group companies or companies in which it has invested, including any
action taken by any creditor against the said companies legally or otherwise.
14. The borrower shall deal with our bank / banks under consortium / multiple banking arrangement
exclusively, shall not open current account/s with any other bank without our prior permission.
The borrower's entire business relating to their activity including deposits, remittance, bills/
cheque purchase, non- fund based transactions including LCs and BGs, Forex transactions,
merchant banking, any interest rate or currency hedging business etc. should be restricted only
to the financing banks under consortium / multiple banking arrangement.
15. No commission to be paid by the borrowers to the guarantors for guaranteeing the credit
facilities sanctioned by the Bank to the borrowers.
16. Approach capital market for mobilizing additional resources either in the form of debt or equity.
17. Fund Based Limits both in Working Capital and Term Loan, should be regulated as agreed by
banks as per extant regulatory guidelines.
5) Term Loan facilities availed from the HDFC Bank Ltd. (Account Numbers : 143907047, 155751892
and 155752676)
As per the terms of the said facilities availed by the Company, there are no stipulated penal charges in
the communications received from the bank.
8. Events of Default:
Working Capital Facilities
3711) Overdraft facility with Axis Bank Ltd (A/c No. 925030029116455) vide sanction letter dated
11.06.2025
Penal Charge of 1.00% p.a. above applicable Interest rate/Commission from the date of each Non-
Financial default on the outstanding amount of Fund-Based credit facilities will be applicable in the
instance of any one of the below mentioned points are met:
1. In the event of non-creation of security within stipulated timelines (Either Primary or Collateral
or both has not been created).
2. Delay/failure to obtain external credit risk rating from the agency approved by RBI, within
stipulated time period and/or if the rating deteriorates or suspended, or delay/failure to submit
the yearly certificate to confirm compliance with the stipulation pertaining to
ownership/control/management.
3. In the event of breach of Financial covenants/Non-financial covenant, if any as stipulated
4. Non-submission/ delay in submission of Audited Financial statements for Previous Year by 31st
December every year.
5. Delay/Non submission of statement of accounts on the due date as stipulated in the sanction
wherever applicable
6. Delay/Non submission of Stock and Property Insurance policy including renewal policy
within 15 days from the renewal due date of the policy wherever applicable
7. Delay/Non submission of End Use certificate & Net worth statement at the time of renewal
wherever applicable
8. Maintaining Current account with the other Bank/s without prior approval from our Bank
subject to RBI regulations
9. In the event of delay/ non-submission of Stock/ Book debts statements/QIS as applicable within
stipulated period.
10. Breach in General/Other terms and conditions of Sanction.
Instances of financial irregularities include:
1. Drawings over Limit/DP/Non-Payment of Interest
2. Cheques are returned unpaid
3. Non-Payment of Crystalized Liability
2) Overdraft facility with Axis Bank Ltd (A/c No. 922030054287644) vide original sanction letter dated
27.09.2022
As per the terms of the said facilities availed by the Company, there are no stipulated events of default
in the Sanction Letter received from the bank.
Term Loan Facilities
3) Term Loan facilities availed from The South Indian Bank Ltd (A/c No. 0587652000001232 and
0587652000001129)
1. Payment Default (except in case the delay is on account of technical, administrative or system
issues, if not cured within 7 business days);
2. Breach of any terms other than Financial Covenants or payment default under this Facility, if
not cured within 30 days;
3. Failure to creation and/or to perfect security within stipulated timelines or such as permitted by
the lender;
4. If in the opinion of the lender(s), the security provided is in jeopardy or ceases to have effect;
5. Lenders reserve the right to declare an event of default in case of adverse deviation by more
than 20% in Financial Covenants on 2 consecutive testing dates, if not cured within 30 days;
3726. The death, insolvency, failure in business, commission of an act of bankruptcy, order for
winding up, general assignment for the benefit of creditors, if the Borrower suspends payment
to any creditors and/or the Borrower threatening to do so and/or the filing of any petition in
bankruptcy/winding up/dissolution of by, or against the Borrower and the same is not withdrawn
within 30 days of being admitted. Any Representations, Warranties etc. herein being found to
be or becoming incorrect or untrue;
7. Revocation, termination or suspension of a material licenses of the borrower;
8. Any event, notified by the lender-which is likely to constitute Material adverse change. Material
adverse change that shall have occurred (i) in the condition, financial or otherwise, prospect or
operations of the borrower or any subsidiaries or affiliates, present or future. or (ii) which may, in
the sole opinion of the lender adversely affect the repayment of the facility amount.
9. Any material adverse change occurs in the financial condition, results of operation or business
of the Borrower or Parent affecting its ability to perform its obligations under this Facility.
10. If the Borrower fails to create the Security as provided herein or if the Property is destroyed,
sold, disposed of, charged, encumbered, alienated, attached or restrained in any manner or if the
value of the Property or any Security created or tendered by the Borrower, in the sole discretion
and decision of the Bank, depreciates entitling the Bank to call for further security and the
Borrower fails to give additional security;
11. If any consent, authorization, approval or license of or registration with or declaration to
governmental or public registration with or declaration to governmental or public bodies or
authorities required by the Borrower in connection with the execution, delivery, validity,
enforceability or admissibility in evidence of this Agreement or the performance by the
Borrower of its obligations hereunder is modified in a manner unacceptable to the Bank or is
not granted or revoked or terminated or expires and is not renewed or otherwise ceases to be in
full force and effect;
12. Failure to comply with any representation or warranty subject to agreed remedy periods if
capable of remedy;
13. If any event occurs or any circumstances arises which, in the lender’s sole opinion, gives
reasonable ground for believing that the company may not be able to perform or comply with
any one or more of the obligations hereunder, or in the event of any change in the applicable
laws, it becomes unlawful for the borrower for the parent to perform its obligations as
contemplated in the facility;
14. Cross default – If there is a default, even after cure period, in any other loan agreement of the
Borrower or the Parent on account of non-payment of dues.
4) Term Loan facilities availed from the HDFC Bank Ltd. (Account Numbers : 143907047, 155751892
& 155752676)
As per the terms of the said facilities availed by the Company, there are no stipulated penal charges in
the communications received from the bank.
9. Consequences of occurrence of events of default:
Working Capital Facilities
1) Overdraft facility with Axis Bank Ltd (A/c No. 925030029116455) vide sanction letter dated 11.06.2025
a. In the event of financial irregularities, penal charges of 8.00% p.a. will be charged above
applicable interest rate on the overdue amounts, subject to an aggregate not exceeding Rs.
1,00,000 per instance. Further, the lender is entitled to stop operations (by way of marking lien/
freeze as well as suspension of further drawdowns) in the account on expiry of the sanctioned
373limits.
b. In the event of non-financial irregularities, penal charges of 1% p.a. will be charged above
applicable interest rate from the date of each Non-Financial default on the outstanding amount
of the fund-based credit facilities.
2) Overdraft facility with Axis Bank Ltd (A/c No. 922030054287644) vide original sanction letter dated
27.09.2022
As per the terms of the said facilities availed by the Company, there are no stipulated events of default
in the Sanction Letter received from the bank.
Term Loan Facilities
3) Term Loan facilities availed from The South Indian Bank Ltd (A/c No. 0587652000001232 and
0587652000001129)
a. Renegotiate sanction terms and including but not limited to increasing collateral cover/cash
margin and/or levying penal charges.
b. Accelerate maturity of the facility and demand immediate repayment of outstanding amount.
c. Enforce Security.
d. Declare the commitments to be cancelled or suspended.
e. Exercise any other right that the lender may have under the financing and security documents.
f. Lender(s) shall have the right to appoint a nominee director(s) on the board of the Company.
g. Any other action as deemed fit.
4) Term Loan facilities availed from the HDFC Bank Ltd. (Account Numbers: 143907047, 155751892 &
155752676)
As per the terms of the said facilities availed by the Company, there are no stipulated penal charges in
the communications received from the bank.
Guarantees provided by the Company for loans availed by other entities
• The Company has not provided any guarantees for loans being availed ssby any other entity.
374MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for Fiscals 2025, 2024 and 2023 and for the six-month period ended September 30, 2025.
Unless otherwise stated, the financial information in this section has been derived from the Restated Financial
Information.
Our Company’s financial year commences on April 1 and ends on March 31 of subsequent year, and references
to “Fiscal 2025”, “Fiscal 2024” and Fiscal 2023”, are to the 12-month period ended March 31 of the relevant
year.
Our Restated Financial Information have been prepared in accordance with Ind AS, Section 26 of the Companies
Act, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material respects from Indian
GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which our financial statements will provide meaningful
information to a prospective investor in countries other than India is entirely dependent on the reader's level of
familiarity with Ind AS. As a result, the Restated Financial Information may not be comparable to our historical
financial statements.
We have included various operational and financial performance indicators in this Draft Red Herring Prospectus,
many of which may not be derived from our Restated Financial Information or otherwise be subject to an
examination, audit or review by our auditors or any other expert. The manner in which such operational and
financial performance indicators are calculated and presented and the assumptions and estimates used in such
calculations, may vary from that used by other companies in India and other jurisdictions. Investors are
accordingly cautioned against placing undue reliance on such information in making an investment decision and
should consult their own advisors and evaluate such information in the context of the Restated Financial
Information and other information relating to our business and operations included in this Draft Red Herring
Prospectus.
This discussion and analysis contain forward-looking statements that reflect our current views with respect to
future events and our financial performance, which are subject to numerous risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements. You should also read
“Forward-Looking Statements” and “Risk Factors” on pages 26 and 40, respectively, which discuss a number
of factors and contingencies that could affect our business, financial condition and results of operations.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our
Company” refers to Veegaland Developers Limited.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Industry Research Report on “Assessment of Residential Construction Sector - South”by ICRA Analytics Limited
dated 26, 2025 (“ICRA Report”), prepared and issued by ICRA Analytics Limited (“ICRA”) appointed by us on
July 16, 2025 and exclusively commissioned and paid for by us for the purposes of confirming our understanding
of the industry, in connection with the Issue. Unless otherwise indicated, financial, operational, industry and other
related information derived from the ICRA Report and included herein with respect to any particular year, refers
to such information for the relevant calendar year. ICRA is not connected to our Company, our Directors, our
Promoters, our Promoter Group, our Key Managerial Personnel, Senior Management or Book Running Lead
Manager. A copy of the ICRA Report is available on the website of our Company at http://www.veegaland.com.
For further information, see ‘Risk Factor Industry information included in this Draft Red Herring Prospectus
has been derived from the ICRA Report, which was prepared by ICRA and exclusively commissioned and paid
for by our Company for the purposes of the Issue, and any reliance on information from the ICRA Report for
making an investment decision in the Issue is subject to inherent risks” on page 77. Also see ‘Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation’ on page 22.
OVERVIEW
We are a real estate development Company engaged in the planning, and sale of multi-storied residential apartment
projects in the state of Kerala, India. Our projects are developed across our mid-premium, premium, ultra-
premium, luxe-series and ultra-luxury residential segments and are implemented in accordance with the applicable
375provision of RERA. We operate under our brand name ‘Veegaland Homes’ and as on date we have undertaken
projects in Kochi, Thiruvananthapuram, Kozhikode and Thrissur in the state of Kerala, India. As of October 31,
2025, we have a portfolio comprising 10 Completed Projects, 9 Ongoing Projects, and 4 Upcoming Projects in
the state of Kerala, India.
For further details, see “Our Business” beginning on page 223.
Key Operational and Financial Metrics
(₹ in Lakhs, unless otherwise stated)
As at and for the Fiscal
Financial Metrics period ended
2025 2024 2023
September 30, 2025
Financial KPI
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations (1)
Revenue Growth YoY (2) NA 73.67 1.70 NA
EBITDA (3) 1,891.56 3,377.35 1,672.23 2,421.98
EBITDA Margin (in 15.12 17.21 14.59 22.00
%)(4)
Profit after tax (5) 1,152.54 2,042.59 786.88 1,453.06
PAT Margin (in %) (6) 9.21 10.41 6.87 13.20
Return on Equity (in %) (7) 7.27 36.96 19.12 48.44
Return on Capital 6.21 13.75 9.85 14.88
Employed (in %) (8)
Debt/Equity (9) 0.19 2.70 2.67 3.28
Operational KPI
Attrition Rate (%) (10) 3.51% 4.41% 7.87% 3.31%
Saleable area of Completed 11,05,009 11,05,009 9,76,840 8,34,434
Projects (in square feet) (11)
Saleable area of Ongoing 12,67,501 10,02,610 10,41,140 5,43,729
Projects (in square feet) (12)
Number of Completed 10 10 9 8
Projects (13)
Number of Ongoing 9 7 7 4
Projects (14)
Gross collections (excluding 11,378.65 20,754.45 12,530.78 15,539.22
GST) (in ₹ lakhs) (15)
Sales value (excluding 18,660.11 34,205.13 18,916.27 10,962.03
GST) (in ₹ Lakhs) (A) (16)
Sales area (saleable area in 2,45,595 4,72,108 2,72,668 1,64,260
square feet) (B) (17)
Sales (Number of units) (18) 135 273 169 111
Average sale price per 7,597.92 7,245.19 6,937.47 6,673.58
square feet (in ₹) (A/B) (19)
Notes:
As certified by Statutory Auditors pursuant to their certificate dated December 27, 2025 and December 30, 2025 for financial key
performance indicators and operational key performance indicators, respectively.
The Audit committee in its resolution for approval of KPIs dated November 20, 2025 has also confirmed that the Company has not
disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring
Prospectus other than as disclosed in this section.
1. Revenue from Operations: This represents revenue recognized as per Ind AS 115, Revenue from Contracts with Customers under
Percentage of Completion method.
2. Revenue Growth YoY: Increase/(Decrease)in Revenue from Operations divided by the previous year’s Revenue from Operations.
3. EBITDA: Profit/(loss) before tax, plus interest finance costs and depreciation and amortization expense and finance costs for the
period/year as per the Financial Statements.
4. EBITDA Margin (in %): Percentage of, EBITDA during a given period divided by Total Income.
5. PAT: Profit/(loss) for the year from continuing and discontinued operations after deducting all expenses and direct taxes as
appearing in the Financial Statements.
6. PAT Margin (in %): Profit after tax divided by Total Income of the Company.
7. Return of Equity: Profit after tax for the year/period divided by average equity attributable to owners of the company for the
year/period.
3768. Return on Capital Employed (ROCE): It is calculated as earnings before interest and tax for the year/period excluding other
income divided by capital employed (Total Equity + Current and Non-Current Borrowings +Deferred Tax Liability – Deferred
Tax Asset – Intangible Asset)..
9. Debt/Equity: The total debt (current and non-current borrowings) of the Company at the end of the year/period divided by the total
equity of the Company at the end of the year/period..
10. Attrition Rate: Dividing the number of employees resigned during the period divided by the average number of employees.
11. Saleable area of completed projects: Aggregate of saleable area of all projects for which Occupancy Certificate has been received
as on a date.
12. Saleable area of Ongoing Projects: Aggregate of saleable area of all projects for which RERA approval is received but yet to
receive Occupancy Certificate for as on a date.
13. Number of completed projects: Aggregate number of projects for which Occupancy Certificate has been received as on a date.
14. Number of Ongoing Projects: Aggregate number of projects for which RERA approval is received but yet to receive Occupancy
Certificate as on a date..
15. Gross Collections: Aggregate of amounts received from Customers towards sale of apartments during a given period.
16. Sales Value: Aggregate agreement value of the apartments sold during the respective period/year..
17. Sales area (saleable area in square feet): Aggregate of saleable area of all units for which sale agreements have been executed in
the respective period/years.
18. Sales (Number of Units): Aggregate number of units for which agreements have been executed during the respective period/years.
19. Average sale price per square feet: Aggregate agreement value of apartments which have been sold in the respective period/years
divided by the aggregate saleable area of the said units..
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our business, results of operations and financial condition are affected by a number of factors, some of which are
beyond our control. This section sets out certain key factors that we believe have affected our business, results of
operations and financial condition in the past or which we expect will affect our business, results of operations or
financial condition in the future. For a detailed discussion of certain factors that may adversely affect our business,
results of operations and financial condition, see “Risk Factors” page 40.
General economic conditions and performance of the real estate market in the state of Kerala
We drive substantial part of our revenue from our real estate activities focussed predominantly in the city of Kochi
in Kerala. Accordingly, we are heavily dependent on the state of the Indian real estate sector, Kochi, Kerala real
estate sector in particular and the Indian economy in general. As of September 30, 2025 we had 10 (ten) Completed
Projects, 9 (nine) Ongoing Projects and 4 (four) Upcoming Projects across Kochi, Thiruvananthapuram,
Kozhikode and Thrissur in Kerala that include a project portfolio of residential segment. The table below sets
forth details of the Saleable Area of our Completed Projects, Ongoing Projects and Upcoming Projects in micro-
markets within Kochi, Thiruvananthapuram, Kozhikode and Thrissur as of September 30, 2025:
Markets Completed Projects Ongoing Projects Upcoming Projects
Saleable Percentage Saleable Percentage Saleable Percentage
area (in of Total area (in of Total area (in of Total
square Saleable square Saleable square Saleable
feet) Area (%) feet) Area (%) feet) Area (%)
Kochi 9,62,603 87.11% 8,42,569 66.47% 4,42,056 57.77%
Thiruvananthapuram - - 1,51,778 11.97% 3,23,208 42.23%
Kozhikode - - 1,21,800 9.61% - -
Thrissur 1,42,406 12.89% 1,51,354 11.94% - -
Total 11,05,009 100.00% 12,67,501 100.00% 7,65,264 100.00%
The real estate market in the state of Kerala is among the prominent regional markets in India, encompassing
major urban centres such as Kochi, Thiruvananthapuram, Kozhikode and Thrissur. These cities benefit from
diversified economic activity, including information technology, tourism, healthcare, education, port-led trade
and small and medium enterprises, which contribute to employment generation across sectors and support demand
for residential real estate. Regulatory initiatives, including amendments to local building rules, town planning
schemes and development control regulations, have facilitated real estate development in Kerala through
rationalisation of Floor Area Ratio (“FAR”) norms.
The prices and availability of basic building materials and other raw materials used in real estate development
depend on factors beyond our control, including fluctuations in raw material costs, demand-supply conditions,
general economic conditions, geopolitical developments, regulatory changes, competition, indirect taxes and
377import duties. Demand for residential properties is influenced by employment trends and disposable income
levels. Any slowdown or perceived slowdown in the Indian economy, the Kerala state economy or specific sectors
could adversely affect demand for real estate and, in turn, impact our business, results of operations and financial
condition. Further, real estate markets within Kerala may perform differently in terms of supply, absorption and
pricing, and any adverse change in market conditions in these regions could affect our operations and financial
performance.
Sales of our project in timely manner
We typically commence sale of units along with the construction of projects. During the six-month period ended
September 30, 2025, Fiscal 2025, 2024 and 2023, Revenue from Sale of projects was:
(₹ in lakhs)
Particulars For the Six-month period Fiscal Fiscal 2024 Fiscal 2023
ended September 30, 2025 2025
Revenue from completed 339.13 1,981.12 5,013.85 7,204.12
projects
Revenue from ongoing 12,076.72 17,256.41 6,062.91 3,687.04
projects
Total Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations
Revenue is recognised in accordance with Ind AS 115 – Revenue from Contracts with Customers, over the period
of sale agreements executed with the Customer using the Percentage of Completion Method (POCM). Refer Note
no [2.2.6]- Accounting Policies to the Restated Financial Information on Page 297. Our revenues and costs may
fluctuate from period to period due to a combination of factors beyond our control, including pace of bookings
received and registration of sale agreements thereof in a particular period and volatility in expenses including
costs of land/ development rights and construction costs. The volume and pace of sales depend on our ability to
design projects that will meet customer preferences, location preferences and market trends, and the efficiency of
marketing activities in getting customers to make bookings and enter into sale agreements at earlier stages of the
projects. We market and pre-sale our projects in phases from the date of launch of the project after receiving
requisite approvals, including those required under the RERA and building rules, which is after acquisition of the
land or land development rights and completion of the designs and plans and continue into the construction and
completion phases depending on market conditions. As of October 31, 2025, we have 9 (nine) Ongoing Projects.
Our projects schedules are susceptible to disruptions by and subject to unforeseen circumstances at different stages
of planning and execution due to factors beyond our control including adverse weather conditions, availability of
materials/ labour and minimising of impact to residents of the vicinity. This may lead to fluctuation in financial
result for any financial period depending on work completed in that period. Therefore, our results of operations
will significantly depend upon the size and number of projects which are available for sale, both in ongoing and
completed projects, in each financial period as our revenue depends upon the volume of sales to obtained from
such units as well as the rate of progress of construction of these projects.
Fluctuations in market prices for our Projects
Our total income is affected by the sales of our projects, which are affected by prevailing market conditions and
prices in the real estate sector in the state of Kerala in particular and in India in general (including market forces
of supply and demand), It is also affected by the nature and location of our projects, and other factors such as our
brand perception, reputation and the design of our projects.
The real estate market in Kerala may be affected by various factors beyond our control, such as:
• prevailing local and macro-economic conditions,
• changes in the supply and demand for properties in the segments we operate,
• change in demographic trends, employment and income levels,
• availability of consumer financing (interest rates and eligibility criteria for loans),
• changes in the applicable government regulations and related policies,
• decrease in or restrictions on foreign currency remittances,
• regional natural disasters or pandemics,
• performance of key industrial sectors, or
378• the public perception that any of these events may occur.
Since most of our ongoing and planned projects in India are concentrated in Kochi in Kerala than other districts
of the state, we are particularly affected by changes in real estate market conditions in Kochi in Kerala, particularly
by availability of, and demand for, projects comparable to those we develop and competition from other real estate
developers to market and sell similar projects within the same micro-markets.
Sales volumes, revenue recognition and rate of progress of construction and development
The table below provides our revenue from operations for the six-month period ended September 30, 2025 and
the Fiscal 2025, 2024 and 2023, also presented as a percentage of our total income:
Particulars For the six-month Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September
30, 2025
(₹ in % of (₹ in % of (₹ in % of (₹ in % of
lakh) total lakh) total lakh) total lakh) total
income income income income
Revenue from 12,415.85 99.22 19,237.53 98.04 11,076.76 96.64 10,891.16 98.94
Operations
We recognize revenue based on the fulfilment of performance obligations as set out in the contracts with our
customers, which is further described in Note 2.2.6 of our Restated Financial Information. The estimate of costs
are reviewed periodically by our management and any effect of changes therein is recognized in the period in
which changes are determined. Our cost estimates are affected by, among other things, volatility in expenses
comprising the costs to acquire land, development rights and construction costs. Such changes may in turn affect
the profit recognized during the same Financial Year. Accordingly, our income across time periods may fluctuate
significantly due to a variety of factors, including the size and number of our developments, execution of
agreements and/or contracts with buyers and general market conditions. Variation of project timelines due to
project delays and estimates may also have an adverse effect on our ability to recognize revenue in a particular
period. As a result of one or more of these factors, the revenue from operations may vary significantly from one
reporting period to the next.
Our Sales volumes within any Financial Year depends on our ability to, among other things:
• design projects that will meet customer preferences and market trends;
• timely market and sell our projects at reasonable pace. We market and sell our projects in phases from
the date of launch of the project after receiving requisite approvals, including those required under the
RERA and building rules, which is after acquisition of the land or land development rights and
completion of the designs and plans and continue into the construction and completion phases depending
on market conditions.
• the preference of our customers to pay for the projects or enter into sale agreements well in advance of
receiving possession of the projects; and
• general market conditions
Our presales (sales done after launch and during construction of a project) have allowed us to benefit from
instalment payments from our customers, which we are able to use as working capital. We estimate the total costs
of a project prior to its commencement based on, among other things, the size, specifications and location of the
project. We re-evaluate our project costs periodically. If, during the re-evaluation, the total project cost is
estimated to exceed the total revenue from the project, we recognize the loss in the relevant Financial Year. Re-
evaluations also affect our ability to allocate resources to the project in a timely manner, which in turn affects
construction progress. Our construction process is also affected by other factors including the competence of, and
priority given to our projects by, our contractors, the receipt of approvals and regulatory clearances, access to
utilities such as electricity and water, and the absence of contingencies such as litigation and adverse weather
conditions.
Cost of construction and development
379Our cost of construction includes the cost of raw materials such as steel, cement, flooring tiles, sanitary fittings,
electrical fittings, plumbing materials, other building materials, labour costs, finance cost and other allocable
expenses. Raw material prices, particularly those of steel and cement, may be affected by price volatility caused
by various factors that affect the Indian and international commodity markets. If there are extraordinary price
increases in construction materials due to increases in demand for cement and steel, or shortages in supply, the
contractors we hire for construction or development work may be unable to fulfil their contractual obligations and
may therefore be compelled to increase their contract prices. For the six-month period ended September 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023, Cost of Goods Sold comprises of Operating Cost and Changes in
inventories. Operating Cost comprises of cost of land and development rights, cost of material consumed,
compensation, labour and contract expenses, professional charges, rates and taxes and other project expenses.
Cost of Goods Sold For the six-month period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023
is 82.32%, 82.97%, 76.25% and 83.52%, respectively, of our total expenses.
As a result, increases in costs for any construction materials may affect our construction costs, and consequently
our margins unless we are able to pass on such costs by increasing the sales price for our projects. Further, certain
approval costs and premiums payable to Government authorities are linked to the ready reckoner rates announced
by the relevant government authorities periodically. Any increase in the ready reckoner rates increases our
approval costs. In addition, the timing and quality of construction of the projects we develop depends on the
availability and skill of our contractors and consultants, as well as contingencies affecting them, including labour
and industrial actions, such as strikes and lockouts. Such labour and industrial actions may cause significant delays
to the construction timetables for our projects and we may therefore be required to find replacement contractors
and consultants at higher cost. As a result, any increase in prices resulting from higher construction costs could
adversely affect demand for our projects and our profit margins.
Availability of financing on favourable terms
We fund our property development activities through a combination of medium and long-term debt and internal
accruals. Accordingly, our ability to obtain financing, as well as the cost of such financing, affects our business.
Though we believe we are able to obtain funding at competitive interest rates, cost of financing is material for us.
Our total outstanding indebtedness as on September 30, 2025 is ₹ 4,857.33 lakh, and our finance costs before
allocating to cost of projects for the six months ended September 30, 2025 is ₹631.65 lakh. Major drivers behind
the growth of demand for housing units are nuclearization of families, increasing in working population, rising
disposable income, availability of housing loans at affordable interest rates. Changes in interest rates also affect
the ability and willingness of our prospective real estate customers, particularly customers for our residential
properties, to obtain financing for their purchase of our developments. The interest rate at which our real estate
customers may borrow funds for the purchase of our properties affects the affordability and purchasing power of,
and hence the market demand for, our residential real estate developments.
Regulatory framework
The real estate sector in India is highly regulated. Our operations including the acquisition of land and land
development rights, and the implementation of our projects require us to obtain regulatory approvals and permits
from multiple regulatory authorities. We are also subject to local and municipal laws relating to real estate
development activities and the relevant development control regulations. These require approvals for construction
and development of real estate projects including approvals for the ratio of built-up area to land area, plans for
road access, community facilities, open spaces, water supply, sewage disposal systems, electricity supply,
environmental suitability, safety features, zoning regulations and size of the project. Any delay or failure in getting
any of these approvals for our projects may affect our business and result of operations.
Further, the Central Government notified the RERA on March 26, 2016 and has enforced RERA with effect from
May 1, 2017. The RERA has been introduced to regulate the real estate industry and ensure, amongst others,
imposition of certain responsibilities on real estate developers and accountability towards customers and
protection of their interest. RERA requires the mandatory registration of real estate projects and developers are
not permitted to issue advertisements or accept advances unless real estate projects are registered. The RERA also
imposes restrictions on use of funds received from customers prior to project completion and taking customer
approval for major changes in sanction plan. In addition, with the introduction of RERA we have to comply with
380specific legislations enacted by respective State Governments, where our Ongoing Projects, Upcoming Projects,
or future projects may be located.
For further information on RERA and on changing laws and regulations in general see, “Risk Factors – We are
subject to extensive statutory or governmental regulations, including the Real Estate (Regulation and
Development) Act, 2016, and a change in laws, rules, regulations and legal uncertainties, including the
withdrawal of certain benefits or adverse application of tax laws or any non-compliance of any applicable law,
may adversely affect our business, results of operations and financial condition.” and “Key Regulations and
Policies in India” on pages 67 and 248.
Availability of future growth opportunities
Our growth is linked to the availability of land in areas where we intend to develop projects either by ourselves
or through joint development or joint venture arrangements. The ability for the Company to grow in the market is
relatively affected by the rate of growth of the market at large. Therefore, the Company may need to expand
beyond Kerala in order to sustain the growth at the pace of its brand acceptance. This growth would be affected
by its ability to maintain the efficiency and customer acceptance in such new geographies.
Competition
We compete for land, sale of projects, manpower resources and skilled personnel with other private developers.
We face competition from various national and regional real estate developers. Moreover, as we seek to diversify
our operations in other markets, we face the risk that some of our competitors have a wider geographical reach
while some other competitors have a strong presence in regional markets. Some of our competitors may have
greater resources (including financial, land resources, and other types of infrastructure) to take advantage of
efficiencies created by size, and access to capital at lower costs, have a better brand recall, and established
relationships with homeowners. For example, we face competition from some listed developers such as
Puravankara Limited and Shriram Properties Limited and unlisted developers such as Skyline Foundations and
Structures Private Limited and Asset Homes Private Limited that have real estate projects in Kerala region
(Source: ICRA Report). Our success in the future will depend significantly on our ability to maintain and increase
market share in the face of such competition. Our inability to compete successfully with the existing players in
the industry, may affect our business prospects and financial condition.
For further details in relation to the competition we face and our significant competitors, see “Industry Overview”
and “Our Business - Competition” on pages 166 and 245.
Brand reputation and goodwill
We believe that our brand reputation and the goodwill associated with being part of a well-known group
comprising V-Guard Industries Limited and Wonderla Holidays Limited play an important role in the success of
our business and in fostering customer confidence. Our ability to leverage the group’s established reputation and
to differentiate our real estate offerings on the basis of quality, reliability, timely execution, eco-friendly designs
and customer-centric practices is a significant factor in attracting and retaining customers.
This brand reputation or the goodwill associated with the group is susceptible to factors, including those beyond
our control, such as delays in project execution, quality-related issues, customer complaints, adverse market
perception, or negative publicity relating to us or other group entities in India or abroad. Any failure to uphold
expected standards associated with the group brand, if not promptly and adequately addressed, may adversely
affect our reputation, customer trust, competitive position, business prospects, financial condition, results of
operations and cash flows.
Further, any negative publicity, adverse reports, claims, or public and/or defamatory statements relating to our
real estate projects, construction quality, regulatory compliances, customer service, or those of other group
companies could materially and adversely impact our brand image, reputation and corporate standing, and may
affect our ability to conduct our business in the ordinary course.
Maintaining and enhancing our brand image and the goodwill associated with the group may also require us to
incur significant costs and make continuous investments, including in project design and innovation, construction
381quality, safety and sustainability measures, marketing and brand communication initiatives, customer relationship
management, and employee training and development. If these initiatives are not implemented effectively, or if
our projects fail to meet customer expectations for any reason, leading to erosion of customer confidence in our
brand, our ability to attract and retain customers and to successfully launch and sell future projects could be
adversely affected.
PRESENTATION OF FINANCIAL INFORMATION
1. Basis of Preparation
The Restated Statement of Assets and Liabilities of the Company as at September 30, 2025, March 31,
2025, March 31, 2024 and March 31, 2023, the restated Statement of Profit and Loss (including other
comprehensive income), the restated Statement of Changes in Equity and the restated Statement of Cash
Flows for half year ended September 30,2025 and each of the years ended March 31, 2025, March 31,
2024 and March 31, 2023, and restated other financial information (together referred as 'Restated
Financial Information') has been prepared under 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 other relevant provisions of the Act, to the extent applicable.
The Restated Financial Information has been prepared by the management for inclusion in the Draft Red
Herring Prospectus (DRHP) to be filed by the company with Securities and Exchange Board of India
("SEBI") in connection with the proposed Initial Public Offering ("IPO") of equity shares of the
Company.
The Restated Financial Information, which has been approved by Board of Directors has been prepared
in accordance with the requirements of:
(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”), as amended from time to
time (“the Act”);
(ii) 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 the Securities and
Exchange Board of India (the “SEBI”); and
(iii) 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”).
The accounting policies have been consistently applied by the Company in preparation of the Restated
Financial Information and are consistent with those adopted in the preparation of Audited financial
statements for the six months period ended September 30, 2025. This Restated Financial Information
does not reflect the effects of events that occurred subsequent to the respective dates of board meeting
held to approve and adopt the Audited Financial Statements for the years ended March 31, 2025, March
31, 2024 and March 31, 2023 and Special Purpose Interim Financial Statements for the six months period
ended September 30, 2025.
The Restated Financial Information have been compiled by the Management from:
a) The audited Ind AS Financial Information of the Company as at and for the year ended March
31, 2025 ("Audited Financial Statements") prepared in accordance with Ind AS notified under
section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards)
Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their
meeting held on August 27, 2025.
b) The audited special purpose Ind AS Financial Information of the Company as at and six months
ended September 30, 2025 along with audited special purpose Ind AS Financial Information for
the year ended March 31, 2023 prepared in accordance with Ind AS notified under section 133
of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment
382Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held
on November 20, 2025.
c) the audited Special Purpose Comparative Ind AS Financial Statements of the Company as at
and for the year ended March 31, 2023, prepared in accordance with the Indian Accounting
Standards (Ind 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 (the “Special Purpose Comparative Ind AS Financial Statements”) which have
been approved by the Board of Directors in their meeting held on November 20, 2025.
The transition date, for the purpose of preparation of Special Purpose Comparative Ind AS Financial
Statements is considered as April 1, 2022 which is different from the transition date adopted by the
Company at the time of first time transition to Ind AS (i.e. April 1, 2023) for the purpose of preparation
of audited Ind AS Financial Statements for the year ended March 31, 2025, as required under the Act.
Accordingly, for the purpose of preparation of Special Purpose Comparative Ind AS Financial
Statements, the Company has applied the same accounting policy and accounting policy choices (both
mandatory exceptions and optional exemptions availed as per Ind AS 101, as applicable) as on April 1,
2022 as initially adopted on transition date i.e.April 1, 2023 for the purpose of preparation of Special
Purpose Comparative Ind AS Financial Statements.
As such, these Special Purpose Comparative Ind AS Financial Statements are not suitable for any other
purpose other than for the purpose of preparation of Restated Financial Information and are also not
financial statements prepared pursuant to any requirements under section 129 of the Companies Act,
2013, as amended.
The Restated Financial Information have been prepared in accordance with the Act, SEBI ICDR
Regulations and the ICAI Guidance Note after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications, as applicable, 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 six months
period ended September 30, 2025;
The Restated Financial Information have been approved by the Board of Directors on November 20,
2025.
Application of new and revised Ind AS
All the Ind ASs issued and notified by the Ministry of Corporate Affairs under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) till the financial statements are authorised for issue
have been considered in preparing these financial statements.
Presentation of Financial Statements
The Restated Financial Information of the Company have been prepared to comply in all material
respects with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian
Accounting Standards) Rules, 2015 as amended, presentation requirements of Division II of Schedule III
to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements
and other relevant provisions of the Act.
The Company generally reports financial assets and financial liabilities on a gross basis in the Balance
Sheet. They are offset and reported net only where it has legally enforceable right to offset the recognised
amounts and the Company intends to either settle on a net basis or to realise the asset and settle the
liability simultaneously as permitted by Ind AS. Similarly, the Company offsets incomes and expenses
and reports the same on a net basis where the netting off reflects the substance of the transaction or other
events as permitted by Ind AS.
Functional And Presentation Currency
383These Restated Financial Information are presented in Indian rupees (INR) which is also the Company’s
functional currency. All accounts are rounded-off to the nearest lakh with two decimals, unless otherwise
stated.
Basis Measurement
Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether that price
is directly observable or estimated using another valuation technique. In estimating the fair value of an
asset or a liability, the Company considers the characteristics of the asset or liability if market participants
would take those characteristics into account when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these financial statements is determined on this
basis.
Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to
the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety.
➢ Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;
➢ Level 2: The fair value of financial instruments that are not traded in an active market is
determined using valuation techniques which maximise the use of observable market data and
place limited reliance on entity specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in level 2; and
➢ Level 3: If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3.
Historical Cost Convention:
“The Restated Financial Information have been prepared on the accrual and going concern basis, and the
historical cost convention except where the Ind AS requires a different accounting treatment. The
principal variations from the historical cost convention relate to financial instruments classified as fair
value for the followings:
(i) certain financial assets and liabilities and contingent consideration that is measured at fair value;
(ii) assets held for sale measured at fair value less cost to sell;
(iii) defined benefit plans plan assets measured at fair value; and
(iv) Historical cost is generally based on the fair value of the consideration given in exchange for
goods and services.”
Current/Non - Current classification.
"The Company as required by Ind AS 1 presents assets and liabilities in the balance sheet based on
current /non-current classification. The operating cycle is the time between the acquisition of assets for
processing and their realization in cash and cash equivalents. The Company’s normal operating cycle in
respect of operations relating to the construction of real estate projects may vary from project to project
depending upon the size of the project, type of development, project complexities and related approvals
and is ascertained from commencement of project till completion of project. The real estate development
projects undertaken by the Company generally runs over a period ranging upto 4 years. Operating cycle
for all completed projects is based on 12 months period. Operating assets and liabilities have been
classified into current and non-current based on their respective operating cycles.
An asset is treated as current when it is:
➢ Expected to be realized or intended to be sold or consumed in normal operating cycle
➢ Held primarily for purpose of trading
➢ Expected to be realized within twelve months after the reporting period, or
➢ Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period
All other assets are classified as non-current.
384A liability is treated as current when:
➢ It is expected to be settled in normal operating cycle
➢ It is held primarily for purpose of trading - It is due to be settled within twelve months after the
reporting period, or
➢ There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period
All other liabilities are classified as non current.
Deferred tax assets and deferred tax liabilities are classified as non- current assets and liabilities.
Use of Estimates and Judgements
The preparation of financial statements in conformity with Ind AS requires management to make
estimates, judgements and assumptions that affect the application of accounting policies and the reported
amounts of assets and liabilities (including contingent liabilities) and disclosures as of the date of the
financial statements and the reported amounts of revenue and expenses for the reporting period. Actual
results could differ from these estimates. Accounting estimates and underlying assumptions are reviewed
on an ongoing basis and could change from period to period. The Management believes that the estimates
used in preparation of the financial statements are prudent and reasonable. Appropriate changes in
estimates are recognised in the periods in which the Company becomes aware of the changes in
circumstances surrounding the estimates. Any revisions to accounting estimates are recognised
prospectively in the period in which the estimate is revised and future periods.
In particular, information about material areas of estimation, uncertainty and critical judgments in
applying accounting policies that have the most significant effect on the amounts recognized in the
financial statements is included in the following notes:
(i) Assumptions involved in actuarial valuation of defined employee benefit assets and liabilities
(ii) Fair value measurement
(iii) Contingent liabilities and provisions
(iv) Determination of performance obligations and timing of revenue recognition on revenue from
real estate development
(v) Recognition of Deferred Tax Asserts
(vi) Accounting for revenue and land cost for projects executed through joint development
agreements
(vii) Computation of percentage completion for projects in progress, project cost and revenue
(viii) Useful lives of Property, Plant and Equipment, Investment Property and Intangible Assets
(ix) Impairment of tangible and intangible assets other than goodwill
(x) Net realisable value of inventory
(xi) Impairment of trade receivables
SIGNIFICANT ACCOUNTING POLICIES
The notes to our Restated Financial Information included in this Draft Herring Prospectus contain a summary of
our material accounting policies. Set forth below is a summary of our most significant accounting policies under
Ind AS.
Property, Plant and Equipment
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant
and equipment recognised as at 1st April, 2022 measured as per the previous GAAP and use that carrying value
as the deemed cost of the property, plant and equipment.
Tangible property, plant and equipment (PPE) are stated at cost less accumulated depreciation and impairment, if
any. The cost of an item of property, plant and equipment is recognised if it is probable that future economic
benefits associated with the item will flow to the Company and the cost thereof can be measured reliably. All
property, plant and equipment are initially recognised at cost net of tax/ duty credits availed. Cost comprises the
385purchase price and any directly attributable cost to bring the asset to its working condition for its intended use.
Subsequent expenditure incurred on assets put to use is capitalised only when it increases the future economic
benefits/ functioning capability from/of such assets. Advances paid towards acquisition of property, plant and
equipment, outstanding at each Balance Sheet date is classified as capital advances under other non-financial
assets and the cost of assets not put to use before such date are disclosed under Capital work-in-progress.
Depreciation
Depreciation is recognised so as to write-off the cost of assets less their residual values over their useful lives,
using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed
at the end of each financial year, with the effect of any changes in estimate accounted for on a prospective basis.
Assets purchased during the year are depreciated on the basis of actual number of days the asset has been put to
use in the year. Assets individually costing Rs. 5,000/- or less are fully depreciated in the year of purchase.
Estimated useful life of assets is as below:
Category of PPE Estimated useful life as assessed by the Company
Plant and Machinery 15 Years
Office and electrical equipments 5 Years
Computer 3 Years
Leasehold improvements 5 Years
Furniture, fixture and fittings 10 Years
Bikes and Scooters 10 Years
Motor vehicles 8 Years
Changes in the expected useful life are accounted for by changing the depreciation period or methodology, as
appropriate and treated as changes in accounting estimates.
The Management believes that these estimated useful lives are realistic and reflect fair approximation of the period
over which the assets are likely to be used.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Statement of Profit and Loss.
Intangible Assets
On transition to Ind AS, the Company has elected to continue with the carrying value of all of the Intangible assets
recognised as at 1st April, 2022 measured as per the previous GAAP and use that carrying value as the deemed
cost of the Intangible Asset.
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the
asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at
original cost net of tax/ duty credits availed, if any, less accumulated amortization, and cumulative impairment.
Direct expenses (including salary costs) and administrative and other general overhead expenses that are
specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the
intangible assets.
Intangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as “Intangible assets
under development”.
Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and
amortisation method are reviewed at the end of each financial year, with the effect of any changes in estimate
being accounted for on a prospective basis. The estimated useful life of Software is considered as 4 years.
386An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between
the net disposal proceeds and the carrying amount of the asset, and are recognised in the statement of profit or
loss when the asset is derecognised.
Impairment
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired.
If any such indication exists, the Company estimates the recoverable amount of the asset. The recoverable amount
is the higher of an asset’s net selling price and its value in use. If such recoverable amount of the asset or the
recoverable amount of the cash generating unit to which the asset belongs is less than it’s carrying amount, the
carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is
recognised in the Statement of Profit and Loss. A previously recognised impairment loss is increased or reversed
depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the
carrying value that would have prevailed by charging usual depreciation/amortisation had there been no
impairment.
Investment Property
Land or building held to earn rentals or for capital appreciation or both rather than for use in the production or
supply of goods or services or for administrative purposes; or sale in the ordinary course of business is recognised
as Investment Property. Land held for a currently undetermined future use is also recognised as Investment
Property. An investment property is measured initially at its cost. The cost of an investment property comprises
its purchase price and any directly attributable expenditure. After initial recognition, the Company carries the
investment property at the cost less accumulated depreciation and accumulated impairment, if any.
After initial recognition, the Company measures all of its Investment Property in accordance with Ind AS 16 –
Property, Plant and Equipment requirements for cost model. The depreciable amount of an item of Investment
Property is allocated on a systematic basis over its useful life, as applicable. the Company provides depreciation
on the straight line method. Changes in the expected useful life are accounted for by changing the depreciation
period or methodology, as appropriate and treated as changes in accounting estimates. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each financial year, with the effect of any
changes in estimate accounted for on a prospective basis. The depreciation charge for each period is generally
recognised in the Statement of Profit and Loss. Any gain or loss on disposal of an Investment Property is
recognised in the Statement of Profit and Loss.
Fair value of investment property is based on a valuation by an independent valuer who holds a recognised and
relevant professional qualification and has recent experience in the location and category of the investment
property being valued.
Inventories
Inventories are valued as under:
(i) Land (for project construction) - Land and plots other than area transferred to construction work in
progress at the commencement of construction are valued at lower of cost or net realizable value. Cost
includes land acquisition cost, development charges and apportioned borrowing cost. Land inventory
which is under development or held for development/ sale in near future is classified as current assets.
Land which is held for undetermined use or for future development is classified as non-current
asset/invesment property.
(ii) Project Work in Progress - Construction work in progress represents cost incurred in respect of the real
estate development projects which includes cost of land, construction cost, allocated interest and
allocated expenses and is valued at lower of cost and net realizable value.
(iii) Finished Apartments - are valued at lower of Cost or Net realizable value
Direct expenditure relating to construction activity is included in cost of inventory. Other expenditure (including
borrowing costs) during construction period is included in cost of inventory to the extent the expenditure is directly
attributable to cost of bringing the assets to its working condition for its intended use. Other expenditure
(including borrowing costs) incurred during the construction period which is not directly attributable for bringing
387the asset to its working condition for its intended use is charged to the Statement of Profit and Loss. Direct and
other expenditure including expected warranty costs is determined based on specific identification to the
construction and real estate activity. Cost incurred/ items purchased specifically for projects are taken as
consumed as and when incurred/ received.
Revenue Recognition
(i) Revenue from contracts with customers
Revenue from contract with customer is recognised, when control of the goods or services are transferred
to the customer, at an amount that reflects the consideration to which the Company is expected to be
entitled in exchange for those goods or services. Revenue is measured based on the transaction price,
which is the consideration, adjusted for discounts and other credits, if any, as specified in the contract
with the customer. The Company presents revenue from contracts with customers net of indirect taxes in
its Statement of Profit and Loss. The Company considers whether there are other promises in the contract
that are separate performance obligations to which a portion of the transaction price needs to be allocated.
In determining the transaction price, the Company considers the effects of variable consideration, the
existence of significant financing components, non-cash consideration, and consideration payable to the
customer (if any). The Company assesses its revenue arrangements against specific criteria in order to
determine if it is acting as principal or agent. The Company concluded that it is acting as a principal in
all of its revenue arrangements. The specific recognition criteria described below must also be met before
revenue is recognised.
Revenue is recognised as follows:
a) Revenue from real estate projects
The Company recognises revenue, on execution of agreement and when control of the goods or services
are transferred to the customer, at an amount that reflects the consideration (i.e. the transaction price) to
which the Company is expected to be entitled in exchange for those goods or services excluding any
amount received on behalf of third party (such as indirect taxes).
An asset created by the Company’s performance does not have an alternate use and as per the terms of
the contract, the Company has an enforceable right to payment for performance completed till date.
Hence the Company transfers control of a good or service over time and, therefore, satisfies a
performance obligation and recognises revenue over the period of time. The Company recognises
revenue for performance obligation satisfied over the period of time only if it can reasonably measure its
progress towards complete satisfaction of the performance obligation.
Sale of residential units consists of sale of undivided share of land and constructed area to the customer,
which have been identified by the Company as a single performance obligation, as they are highly
interrelated with each other. For contracts involving sale of real estate unit, the Company receives the
consideration in accordance with the terms of the contract in proportion of the percentage of completion
of such real estate project and achievement of milestone of contract and represents payments made by
customers to secure performance obligation of the Company under the contract enforceable by
customers. Such consideration is received and utilised for specific real estate projects in accordance with
the requirements of the Real Estate (Regulation and Development) Act, 2016. Consequently, the
Company has concluded that such contracts with customers do not involve any financing element since
the same arises for reasons explained above, which is other than for provision of finance to/from the
customer.
Sale of residential units consists of sale of undivided share of land and constructed area to the customer,
which have been identified by the Company as a single performance obligation, as they are highly
interrelated with each other. For contracts involving sale of real estate unit, the Company receives the
consideration in accordance with the terms of the contract in proportion of the percentage of completion
of such real estate project and achievement of milestone of contract and represents payments made by
customers to secure performance obligation of the Company under the contract enforceable by
customers. Such consideration is received and utilised for specific real estate projects in accordance with
388the requirements of the Real Estate (Regulation and Development) Act, 2016. Consequently, the
Company has concluded that such contracts with customers do not involve any financing element since
the same arises for reasons explained above, which is other than for provision of finance to/from the
customer.
In respect of sale of stock of units in completed projects, revenue is recognised at the point of time of
transfer of control of the units upon execution of agreement
In respect of Joint development (‘JD’) arrangements wherein the land owner/ possessor provides land
and in lieu of land owner providing land, the Company transfers certain percentage of constructed area/
revenue proceeds ,the revenue from development and transfer of constructed area is recognised over the
period of time. Project costs include fair value of such land received and the same is accounted on the
commencement of the project. When the fair value of the land received cannot be measured reliably, the
revenue and cost is measured at the fair value of the estimated construction service rendered to the
landowner, adjusted by the amount of any cash or cash equivalents transferred. In case of JD
arrangements, where performance obligation is satisfied over the period of time, the Company recognises
revenue only when it can reasonably measure its progress in satisfying the performance obligation. Until
such time, the Company recognises revenue to the extent of cost incurred, provided the Company expects
to recover the costs incurred towards satisfying the performance obligation.
b) Contract Balances
A contract asset is the right to consideration in exchange for goods or services transferred to the customer.
If the Company performs by transferring goods or services to a customer before the customer pays
consideration or before payment is due, a contract asset is recognised for the earned consideration that is
conditional.
A contract liability is the obligation to transfer goods or services to a customer for which the Company
has received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is
recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities
are recognised as revenue when the Company performs under the contract.
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e.,
only the passage of time is required before payment of the consideration is due).
c) Contract Cost Assets
Costs incurred in the nature of sales commission (for obtaining certain contracts to sell certain residential
units) and the legal fees (for registration of sale agreements) are recognised as an asset (prepaid expense)
in the nature of incremental cost of obtaining a contract. These costs are amortised on a systematic basis
that is consistent with the satisfaction of the performance obligations arising out of such contracts. Such
Contract Cost assets are reported under Other Assets.
d) Revenue from other Operating Activities
Revenue from marketing and commission is recognised at the point in time.
(ii) Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will
flow to the Company and the amount of income can be measured reliably. Interest income is accrued on
a time proportionate basis, by reference to the principal outstanding and at the effective interest rate
applicable.
Leases
389The Company follows Ind AS 116 - Leases for accounting for contracts which are in the nature of leases
(other than short term leases and leases of low value assets).
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.
As a Lessee:
The Company accounts for each lease component within the contract as a lease separately from non -
lease components of the contract and allocates the consideration in the contract to each lease component
on the basis of the relative standalone price of the lease component and the aggregate stand-alone price
of the non-lease components.
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease
term at the lease commencement date. The right-of-use assets are depreciated using the straight-line
method from the commencement date over the lease term. Right-of-use assets are tested for impairment
whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if
any, is recognised in the Statement of Profit and Loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at
the commencement date of the lease. Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate determined by reference to the rate
inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the
Company’s incremental borrowing rate on commencement of the lease is used. The lease liability is
subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability,
reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount
to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.
Variable lease payments are only included in the measurement of the lease liability if they depend on an
index or rate. In such cases, the initial measurement of the lease liability assumes the variable element
will remain unchanged throughout the lease term. Other variable lease payments are expensed in the
period to which they relate.
The Company recognises the amount of the re-measurement of lease liability as an adjustment to the
right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a
further reduction in the measurement of the lease liability, the Company recognises any remaining
amount of the re-measurement in the Statement of Profit and Loss.
The Company has elected not to apply the requirements of Ind AS 116 to short - term leases of all assets
that have a cancellable lease term of 12 months or less and leases for which the underlying asset is of
low value. The lease payments associated with these leases are recognized as an expense on a straight -
line basis over the lease term.
As a Lessor:
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the
terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract
is classified as a finance lease. All other leases are classified as operating leases.
Taxation
Income tax expense represents the sum of current tax and deferred tax.
(i) Current tax
Current tax is determined at the amount of tax payable in respect of taxable profit for the year as per the
Income Tax Act, 1961. Taxable profit differs from ‘profit before tax’ as reported in the Statement of
Profit and Loss because of items of income or expense that are taxable or deductible in other years and
items that are never taxable or deductible. The entity’s current tax is calculated using tax rate that has
been enacted by the end of the reporting period.
390(ii) Deferred tax
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements.Deferred tax is determined using tax rates (and
laws) that have been enacted or substantively enacted by the end of the reporting period and are expected
to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if
it is probable that future taxable amounts will be available to utilise those temporary differences and
losses.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient future taxable profits will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has become probable that future taxable profits will allow the
deferred tax asset to be recovered.
Current tax and deferred tax is recognised in Statement of Profit and Loss, except to the extent that it
relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is
also recognised in other comprehensive income or directly in equity, respectively.
Employee Benefits
(i) Short Term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as
short-term employee benefits and recognised in the period in which the employee renders the related
service and include performance incentives and compensated absences which are expected to occur
within twelve months after the period in which the employee rendered the related service. Liabilities
recognized in respect of short-term employee benefits are measured at the undiscounted amount of the
benefits expected to be paid in exchange for the related service.
The cost of short-term compensated absences is accounted as under:
• in case of accumulated compensated absences, when employees render the services that increase
their entitlement of future compensated absences; and
• in case of non-accumulating compensated absences, when the absences occur.
(ii) Defined Contribution Plans
The Company has defined contribution plans for employees comprising of Provident Fund and
Employee’s State Insurance. The contributions paid/payable to these plans during the year are recognised
as employee benefit expense in the Statement of Profit and Loss for the year. The Company has no further
payment obligations once the contributions have been paid.
(iii) Defined Benefit Plans
Payment of Gratuity to employees is covered by the Gratuity Trust Scheme based on the Group Gratuity
cum Life Assurance Scheme of the LIC of India, which is a defined benefit scheme and the Company
makes contributions under the said scheme.
The liability or assets recognised in the Balance Sheet in respect of defined benefit gratuity plan is the
present value of the defined benefit obligation at the end of the reporting period less the fair value of the
plan assets. The defined benefit obligation is actuarially valued using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future
cash outflows by reference to market yields at the end of the reporting period on government bonds that
have terms approximating to the terms of the related obligation. The net interest cost is calculated
applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan
391assets. This cost is included in the employee benefit expenses in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions are recognised in the period in which they occur, directly in other comprehensive income.
They are included in retained earnings in the Statement of Changes in Equity and in the Balance Sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in Statement of Profit and Loss as past service cost.
(iv) Long-term employee benefits
Compensated absences which are not expected to occur within twelve months after the end of the period
in which the employee renders the related service are recognised as a liability at the present value of
expected future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method. The benefits are discounted using the market
yields at the end of the reporting period that have terms approximating to the terms of the related
obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions
are recognised in Statement of Profit and Loss.
The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an
unconditional right to defer the settlement for at least twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.
Borrowing Cost
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds. Interest expense is recognised by applying the Effective Interest Rate (EIR) to the gross carrying
amount of financial liabilities other than financial liabilities classified as FVTPL. Interest expense
includes issue costs that are initially recognized as part of the carrying value of the financial liability and
amortized over the expected life using the effective interest method. These include processing
charges,fees and commissions payable to advisers and other expenses such as external legal costs, rating
fee etc, provided these are incremental costs that are directly related to the issue of a financial liability.
Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from
commencement of activities relating to construction / development of the qualifying asset up to the date
of capitalisation/completion of such asset, is added to the cost of the assets. Capitalisation of borrowing
costs is suspended and charged to the Statement of Profit and Loss during extended periods when active
development activity on the qualifying assets is interrupted.
A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its
intended use or sale and includes the real estate projects developed by the Company.
Financial Instruments
(i) Recognition of Financial Instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions of the financial instruments.
(ii) Initial measurement of Financial Instruments
Financial assets and financial liabilities are initially measured at fair value. However, trade receivables
that do not contain a significant financing component are measured at transaction price. Transaction costs
that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at FVTPL) are added to or deducted from their respective
fair value on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets or financial liabilities at FVTPL are recognised immediately in the Statement of Profit and Loss.
392A financial asset and a financial liability is offset and presented on a net basis in the Balance Sheet when
there is a current legally enforceable right to set-off the recognised amounts and it is intended to either
settle on net basis or to realise the asset and settle the liability simultaneously.
(iii) Classification and Subsequent Measurement of Financial Instruments
a) Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade-date
basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the time frame established by regulation or convention in the market place.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
(i) Financial assets carried at amortised cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to
hold the asset in order to collect contractual cash flows and the contractual terms of the financial assets
give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
(ii) Financial assets at fair value through Other Comprehensive Income (FVTOCI)
A financial asset is subsequently measured at fair value through other comprehensive income if it is held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding. Further, in cases
where the Company has made an irrevocable election based on its business model, for its investments
which are classified as equity instruments, the subsequent changes in fair value are recognised in other
comprehensive income
(iii) Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories is measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains
or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit
or loss incorporates any dividend or interest earned on the financial asset.
(iv) Impairment of financial asset
The Company applies the expected credit loss model for recognising impairment loss on financial assets
measured at amortised cost, debt instruments at FVTOCI and other contractual rights to receive cash or
other financial assets.
For trade receivables and other financial assets
For trade receivables or any contract assets within the scope of Ind AS 115 and that do not contain any
significant financing component in accordance with Ind AS 115, provision for bad and doubtful debts is
based on the simplified approach of impairment of trade receivables permitted by Ind AS 109 Financial
instruments which requires lifetime expected credit losses to be recognized excepting those which are
contractually not due as per the terms of the contract or those which are considered realizable based on
a case to case review. The expected credit loss is computed based on a provision matrix which takes into
account historical credit loss experience and is adjusted for forward looking information.
If the credit risk on the trade receivables has not increased significantly since initial recognition, the
Company measures the loss allowance for that financial instrument at an amount equal to 12-month
393expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses
and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the
reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.
(v) Derecognition of Financial Assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the
financial asset expire or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another party and the transfer qualifies for derecognition under Ind AS 109.
If the Company enters into transactions whereby it transfers assets recognised on its Balance Sheet but
retains either all or substantially all of the risks and rewards of the transferred assets, the transferred
assets are not de-recognised and the proceeds received are recognised as a collateralised borrowing.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable and the cumulative gain or loss that had been
recognised in other comprehensive income and accumulated in equity is recognised in the Statement of
Profit and Loss.
b) Financial liabilities and equity instruments
(i) Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of a financial
liability and an equity instrument.
(ii) Equity instruments
An Equity Instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities.
(iii) Financial Liabilities
A financial liability is any liability that is:
• Contractual obligation:
➢ to deliver cash or another financial asset to another entity; or
➢ to exchange financial assets or financial liabilities with another entity under conditions that are
potentially unfavourable to the entity; or
• a contract that will or may be settled in the entity’s own equity instruments.
Financial Liabilities are subsequently measured at amortized cost using the effective interest method,
except those that are classified as FVTPL. Financial Liability is classified at FVTPL if it is held for
trading or it is a derivative or it is designated as such on initial recognition. For trade and other payables
maturing within one year from the Balance sheet date, the carrying amount approximates the fair value
due to the short maturity of these instruments.
(iv) Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially
different terms is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability. Similarly, a substantial modification of the terms of an existing financial
liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability. The
394difference between the carrying amount of the financial liability derecognised and the consideration paid
and payable is recognised in the Statement of Profit and Loss.
Fair Value Measurement
For financial assets and financial liabilities that have a short - term maturity (less than twelve months), the carrying
amounts, which are net of impairment, are a reasonable approximation of their fair value. Fair Value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account
the characteristics of the asset or liability if market participants would take those characteristics into account when
pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in
these financial statements is determined on such a basis and measurements that have some similarities to fair value
but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36. In addition, for financial
reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the
inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
➢ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date;
➢ Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly or indirectly; and
➢ Level 3 inputs are unobservable inputs for the asset or liability
Provisions, Contingent Liabilities and Contingent Assets
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow
of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The
timing of recognition and quantification of the liability requires the application of judgement to existing facts and
circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed
regularly and revised to take account of changing facts and circumstances.
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event. The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount
is the present value of those cash flows (when the effect of the time value of money is material).
Contingent Liabilities are disclosed when the Company has a possible obligation or a present obligation and it is
probable that an outflow of resources will not be required to settle the obligation or the amount of obligation
cannot be measured with sufficient reliability.
Contingent assets are not recognized in the books of account. If it has become virtually certain that an inflow of
economic benefits will arise,then the related asset is not a contingent asset and such asset and the related income
are recognised in the financial statements of the period in which the change occurs. If an inflow of economic
benefits has become probable, the Company discloses the contingent asset.
Provisions, Contingent Liabilities, and Contingent Assets are reviewed at each Balance Sheet date and adjusted
to reflect the current best estimates.
Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
➢ estimated amount of contracts remaining to be executed on capital account and not provided for;
➢ uncalled liability on shares and other investments partly paid;
➢ other non-cancellable commitments, if any, to the extent they are considered material and relevant in the
opinion of the management.
395Foreign Currencies
The functional currency and presentation currency of the Company is Indian Rupee (INR). Functional currency
of the Company has been determined based on the primary economic environment in which the Company operates
considering the currency in which funds are generated, spent and retained.
Transactions in currencies other than the Company’s functional currency are recorded on initial recognition using
the exchange rate at the transaction date. At each Balance Sheet date/ reporting date, foreign currency monetary
items are reported at the prevailing closing spot rate. Non-monetary items that are measured in terms of historical
cost in foreign currency are not retranslated.
Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance
Sheet date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in which they
arise.
Cash and Cash Equivalents
Cash and Cash Equivalents include cash at banks and cash on hand, demand deposits with banks, other short-term
highly liquid investments with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value. They are held for the purposes
of meeting short-term cash commitments (rather than for investment or other purposes).
Segment Reporting
Operating segments are those components of the business whose operating results are regularly reviewed by the
chief operating decision maker (CODM) of the Company to make decisions for performance assessment and
resource allocation. The reporting of segment information is the same as provided to the management for the
purpose of the performance assessment and resource allocation to the segments. Segment accounting policies are
in line with the accounting policies of the Company.
Events after reporting date
If the Company receives information after the reporting period, but prior to the date of approved for issue, about
conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts
that it recognises in its financial statements. The Company will adjust the amounts recognised in its financial
statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those
conditions in light of the new information. For non-adjusting events after the reporting period, the Company will
not change the amounts recognised in its financial statements, but will disclose the nature of the non-adjusting
event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable.
Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. The weighted
average number of equity shares outstanding during the period is adjusted for events such as bonus issue that have
changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose
of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive
potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares
would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are
deemed to be converted as at the beginning of the period, unless they have been issued at a later date.
Cash Flow Statement
396The Cash Flow Statement shows the changes in cash and cash equivalents arising during the year from operating
activities, investing activities and financing activities.
The cash flows from operating activities are determined by using the indirect method. Net income is therefore
adjusted by non-cash items, such as measurement gains or losses, changes in provisions, impairment of property,
plant and equipment and intangible assets, as well as changes from receivables and liabilities. In addition, all
income and expenses from cash transactions that are attributable to investing or financing activities are eliminated.
For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits,
net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
Standards issued but not yet effective
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the six months ended September
30, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the
Company.
Non- GAAP Measures
Gross Margin, Gross Margin %, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, PAT
Margin %, ROE, ROCE (together, “Non-GAAP Measures”), presented in this section is a supplemental measure
of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP,
IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or
liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance
or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition,
these Non-GAAP Measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures
between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently
from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure
of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a
company’s operating performance. For further information, see “Risk Factors – This Draft Red Herring
Prospectus includes certain Non-GAAP Measures, financial and operational performance indicators and other
industry measures related to our operations and financial performance. The Non-GAAP Measures and
industry measures may vary from any standard methodology that is applicable across the Real Estate segment
and, therefore, may not be comparable with financial or industry related statistical information of similar
nomenclature computed and presented by other companies.” on page 78.
Reconciliation of Non-GAAP Measures
Reconciliation of Gross margin and gross margin (%)
Gross margin is calculated by deducting the cost of materials consumed and changes in inventories of finished
goods and work-in-progress from revenue from operations. Gross margin (%) is calculated as gross margin
divided by revenue from operations.
The following table sets out reconciliation between revenue from operations to Gross margin and Gross margin
(%) for the period/years indicated.
(₹ in lakhs, except percentages)
Particulars For the six For the year For the year For the year
months ended ended March 31, ended March 31, ended March 31,
September 30, 2025 2024 2023
2025
Revenue from 12,415.85 19,237.53 11,076.76 10,891.16
Operations (A)
397Particulars For the six For the year For the year For the year
months ended ended March 31, ended March 31, ended March 31,
September 30, 2025 2024 2023
2025
Less: Operating 9,375.58 20,692.80 8,647.51 10,184.08
Cost (B)
Less: Changes in (364.24) (6,757.60) (764.34) (2,615.39)
Inventories (C)
Gross Margin (D 3,404.51 5,302.33 3,193.59 3,322.47
=A - B - C)
Gross Margin (%) 27.42% 27.56% 28.83% 30.51%
(E = D/A)*100
Reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin
The table below reconciles profit after tax to EBITDA. EBITDA is calculated as profit/ (loss) before tax, plus
depreciation and amortisation plus finance costs. EBITDA Margin is calculated as EBITDA divided by Total
Income. Adjusted EBITDA is calculated as EBITDA plus finance cost component included in Operating Cost
while Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Income.
(₹ in lakhs, except percentages)
Particulars For the six months For the year For the year For the year
ended September ended March 31, ended March 31, ended March 31,
30, 2025 2025 2024 2023
Profit/(Loss) for the 1,152.54 2,042.59 786.88 1,453.06
period/year (A)
Total income tax 414.85 783.93 335.89 493.55
expense (B)
Finance costs (C) 295.42 503.55 508.85 432.92
Depreciation and 28.75 47.28 40.61 42.45
amortization
expense (D)
EBITDA (E) 1,891.56 3,377.35 1,672.23 2,421.98
(E=A+B+C+D)
Total Income (F) 12,513.79 19,621.88 11,461.38 11,008.31
EBITDA Margin 15.12 17.21 14.59 22.00
(%) (G)
(G=E/F)*100
Add: finance cost 336.23 734.25 542.68 485.37
component
included in
Operating Cost (H)
Adjusted EBITDA 2,227.79 4,111.60 2,214.91 2,907.35
(I) (I=E+H)
Adjusted EBITDA 17.80 20.95 19.32 26.41
Margin (%) (J)
(J=I/F)*100
Reconciliation of PAT Margin (%)
PAT Margin is calculated as profit (loss) for the period/ year divided by total income.
The following table sets out a reconciliation from our Profit/(loss) for the period/ year to PAT margin for the
period/years indicated:
(₹ in lakhs, except percentages)
398Particulars For the six months For the year For the year For the year
ended September ended March ended March 31, ended March 31,
30, 2025 31, 2025 2024 2023
Profit After Tax (A) 1,152.54 786.88 1,453.06
2,042.59
Total Income (B) 12,513.79 19,621.88 11,461.38 11,008.31
PAT Margin (%) 9.21% 10.41% 6.87% 13.20%
(C) (C=A/B)
Reconciliation of Return on Equity (%)
Return on equity is calculated as Profit / (Loss) for the period/ year divided by the average total equity at the end
of the respective period/year. The following table sets out a reconciliation from our Profit/(Loss) for the period/
year to Return on equity for the period/years indicated.
(₹ in lakhs, except percentages)
For the six months For the year For the year For the year
Particulars ended September ended March ended March 31, ended March 31,
30, 2025 31, 2025 2024 2023
Profit After Tax (A) 1,152.54 2,042.59 786.88 1,453.06
Opening total
6,544.39 4,507.10 3,723.97 2,275.82
equity (B)
Closing total equity
25,173.35 6,544.39 4,507.10 3,723.97
(C)
Average total
equity (D)= 15,858.87 5,525.75 4,115.54 2,999.90
(B+C)/2
Return on equity
7.27%* 36.96% 19.12% 48.44%
(%) (A/D)*100
* Not annualised for September 30, 2025
Reconciliation of Return on Capital Employed (%)
Return on Capital Employed is calculated as a percentage of earnings before interest and taxes / total equity minus
Deferred Tax Assets/(Liabilities), intangible assets, Intangible Assets under development and plus total
borrowings. EBIT is calculated as profit before tax plus finance costs.
The following table sets out a reconciliation from our Profit/(loss) before Tax for the period/ year to Return on
Capital employed for the period/years indicated:
(₹ in lakhs, except percentages)
For the six months For the year For the year For the year
Particulars ended September ended March ended March ended March
30, 2025 31, 2025 31, 2024 31, 2023
Profit Before Tax (A) 1,567.39 2,826.52 1,122.77 1,946.61
Add: Finance costs (B) 295.42 503.55 508.85 432.92
Earnings before interest,
1,862.81 3,330.07 1,631.62 2,379.53
taxes (EBIT) (C = A + B)
Total Equity (D) 25,173.35 6,544.39 4,507.10 3,723.97
Less: Deferred Tax (E) 17.06 30.97 (33.82) (47.44)
Less: Intangible Assets (F) 0.98 - - -
Less: Intangible Assets
1.62 - - -
under development (G)
Add: Total Borrowings (H) 4,857.33 17,696.99 12,022.65 12,214.76
Total Capital Employed (I=
30,011.02 24,210.41 16,563.57 15,986.17
D-E-F-G+H)
Return on Capital
6.21%* 13.75% 9.85% 14.88%
Employed (G = C/ I)
* Not annualised for September 30, 2025
399KEY COMPONENTS OF OUR RESTATED STATEMENT OF PROFIT AND LOSS
Income
Our total income comprises revenue from operations and other income.
We generate majority of our revenue from sales of projects which includes Revenue from completed projects and
Revenue from ongoing projects.
Other income comprises of Interest Income, Provisions / Liabilities no longer payable written back, Finance
Income on Security Deposit (Represents interest income from financial assets at amortised cost), Unwinding of
Fair Valuation Gain, Commission received and other non-operating income such as sale of scrap and
miscellaneous income.
Expenses
Our expenses primarily consist of operating costs, which include the purchase and development of land,
construction materials, labour charges and other direct project-related expenses. In addition to these operating
expenses, our cost structure also comprises changes in inventories, employee benefits expense, finance costs,
depreciation and amortization expense, and various other administrative and operational expenses that are
allocated to support our overall business activities.
Operating Cost
Operating Costs Primarily includes the purchase and development of land, construction materials, labour charges
and other direct project-related expenses.
Changes in inventories
Changes in inventories primarily represent the movement in the value of our project-related inventories between
the beginning and end of the reporting period. For our business, inventories mainly comprise land held for project
development, stock of units in completed projects, and projects work-in-progress (“WIP”). The “Changes in
inventories” line item reflects the net increase or decrease in these categories and impacts our cost of goods sold
for the period.
Employee benefit expense
Employee benefit expenses primarily comprise salaries and wages, contributions to provident fund and other
employee benefit schemes, gratuity, compensated absences, and staff welfare expenses. Further, any portion of
employee benefit costs that is specifically attributable to project execution activities is allocated to the projects
and is deducted from employee benefit expenses and shifted to operating expenses.
Finance costs
Finance costs include interest on term loan, unsecured loan, HP loan, overdraft, Vehicle loan, and other borrowing
costs. Finance cost on project loans directly attributable to projects are deducted from Finance Costs and allocated
to Operating Costs.
Depreciation and Amortization Expense
Depreciation and amortization expense primarily include depreciation on building, plant & Machinery, vehicles,
computers, furniture & fixtures, office equipment’s, electrical fittings, and depreciation on intangible assets such
as trademark and computer software.
Other Expenses
400The largest components of other expenses are advertisement expenses, Legal & professional expenses, Rates &
taxes and rent expenses. Other components of other expenses include Project maintenance expense, repairs to
buildings, repairs to machinery, repairs others, Software maintenance expense, Amortisation of Financial asset,
Payment to auditors, travelling and conveyance expenses, office expense, loss on disposal/discarding of assets,
corporate social responsibilities and donations, provision for doubtful debts, provision for land advance and
miscellaneous expenses. Other expenses directly attributable to projects are deducted and allocated to Operating
Costs.
Tax expenses
Tax expense consists of current tax and deferred tax (credit) / charge.
Profit for the Year
Profit for the year represents profit after tax.
RESULTS OF OPERATIONS
The following table provides certain information with respect to our results of operations for the six-month period
ended September 30, 2025 and the Fiscal 2025, Fiscal 2024 and Fiscal 2023 from our Restated Financial
Information and each item as a percentage of total income for the periods indicated.
(₹ in lakh, unless otherwise stated)
For the
six-month
% of % of % of % of
period Fiscal Fiscal
Particulars Total Fiscal2025 Total Total Total
ended 2024 2023
Income Income Income Income
September
30, 2025
Revenue 12,415.85 99.22 19,237.53 98.04 11,076.76 96.64 10,891.16 98.94
from
operation
Other 97.94 0.78 384.35 1.96 384.62 3.36 117.15 1.06
income
Total 12,513.79 100.00 19,621.88 100.00 11,461.38 100.00 11,008.31 100.00
Revenue
Operating 9,375.58 74.92 20,692.80 105.46 8,647.51 75.45 10,184.08 92.51
Cost
Changes in (364.24) (2.91) (6,757.60) (34.44) (764.34) (6.67) (2,615.39) (23.76)
inventories
Employee 382.40 3.06 594.02 3.03 450.96 3.93 446.49 4.06
Benefits
Expenses
Finance Cost 295.42 2.36 503.55 2.57 508.85 4.44 432.92 3.93
Depreciation 28.75 0.23 47.28 0.24 40.61 0.35 42.45 0.39
and
Amortisation
expenses
Other 1,228.49 9.82 1,715.31 8.74 1,455.02 12.69 571.15 5.19
Expenses
Total 10,946.40 87.47 16,795.36 85.60 10,338.61 90.20 9,061.70 82.32
Expenses
Profit 1567.39 12.53 2,826.52 14.40 1,122.77 9.80 1,946.61 17.68
Before Tax
Tax 414.85 3.32 783.93 4.00 335.89 2.93 493.55 4.48
Expenses
Current Tax 393.01 3.14 846.93 4.32 348.25 3.04 430.38 3.91
Deferred Tax 21.84 0.17 (63.00) (0.32) (12.36) (0.11) 63.17 0.57
401For the
six-month
% of % of % of % of
period Fiscal Fiscal
Particulars Total Fiscal2025 Total Total Total
ended 2024 2023
Income Income Income Income
September
30, 2025
Profit (Loss) 1152.54 9.21 2,042.59 10.41 786.88 6.87 1,453.06 13.20
for the
Period/Year
Six-month period ended September 30, 2025
Total income
Our total income was ₹12,513.79 lakh for the six-month period ended September 30, 2025.
Revenue from operations
Revenue from operations was ₹12,415.85 lakh for the six-month period ended September 30, 2025, comprising
(i) revenue from the sale of residential units in completed projects aggregating to ₹339.13 lakh, primarily
attributable to recognized revenue from the sale of residential units in completed projects of Kings Fort, Thejus,
and Springbell. (ii) residential units in ongoing projects aggregating to ₹ 12,076.72 lakh, primarily attributable to
recognized revenue from the sale of residential units in ongoing projects of Elanza, Symphony, Green Capitol,
Maybell, Green Heights, Green Fort, Queens Park, Casabella and Flora.
Project wise revenue for the six-month period ended September 30, 2025 is as mentioned below:
(₹ in lakh)
Project name Status for Revenue Recognition Revenue recognised for the six-
for six-month period ended month period ended September
September 30, 2025 30, 2025
Kings Fort Completed 113.00
Thejus Completed 219.75
Springbell Completed 6.38
Elanza Ongoing 654.20
Symphony Ongoing 1,661.27
Green Capitol Ongoing 2,586.52
Maybell Ongoing 1,113.83
Green Heights Ongoing 2,916.38
Green Fort Ongoing 1,140.82
Queens Park Ongoing 566.69
Casabella Ongoing 1,387.64
Flora Ongoing 49.37
Total 12,415.85
Other income
Other income was ₹97.94 lakh for the six months ended September 30, 2025, primarily comprising (i) interest
income from Fixed Deposits with banks aggregating to ₹40.79 lakh, (ii) Finance income on security deposit of ₹
7.28 lakh, (iii) Unwinding of Fair Valuation Gain of ₹ 45.20 lakh arising from Unamortised Deferred Fair
Valuation Gain of ₹ 29.85 lakh and Retention Discounting of ₹ 15.35 lakh, (iv) Commission income of ₹ 3.26
lakh, and (v) Other non-operating income from sale of scrap of ₹ 0.98 lakh and miscellaneous income of ₹ 0.42
lakh.
Operating Cost
Our operating cost for the six-month period ended September 30, 2025 was ₹9,375.58 lakh, comprising both direct
project-related expenses and allocated expenses attributable to project execution.
402Direct expenses incurred during the period amounted to ₹8,847.81 lakh, which included ₹3,488.21 lakh towards
purchase and development of land and ₹5,359.60 lakh towards construction materials, labour and other direct
project execution costs. These expenses corresponds to the pace of progress across our ongoing projects and the
land development activities undertaken during the period.
Allocated expenses for the period were ₹527.77 lakh, which include employee benefit expenses of ₹182.13 lakh,
finance costs of ₹336.23 lakh and other expenses of ₹9.41 lakh. Employee benefit expenses allocated to projects
relate to personnel engaged in project management, engineering, planning and site-level functions. Finance costs
allocated represent borrowing costs related to the specific projects while other allocated expenses include indirect
costs attributable to project activity.
Changes in inventories
For the six-month period ended September 30, 2025, we recorded a net increase in inventories of ₹364.24 lakh,
compared to the opening balance for the period. Changes in inventories represent movements across three major
components: land held for project construction, stock of units in completed projects, and projects work-in-progress
(“WIP”).
The value of land inventory increased from ₹9,368.75 lakh as at March 31, 2025 to ₹9,638.29 lakh as at for the
six-month period ended September 30, 2025, resulting in an increase of ₹269.54 lakh. This primarily reflects the
ongoing development and shifting of land-related costs for active projects to WIP and purchase of additional land
by the Company during the six-month period ended September 30, 2025.
The stock of units in completed projects decreased from ₹219.12 lakh as at March 31, 2025 to ₹nil as at September
30, 2025, leading to a decrease in inventory of ₹219.12 lakh, which is attributable to the sale of all the flats in
completed projects during the period.
Our projects work-in-progress increased from ₹12,326.00 lakh as at March 31, 2025 to as at September 30, 2025
₹12,639.82 lakh as at the end of the period, representing an increase of ₹313.82 lakh. This movement reflects
construction progress and the capitalisation of direct project costs incurred during the period.
Overall, the net movement in inventories of ₹364.24 lakh is primarily driven by continued construction activity
and the corresponding capitalisation of project costs, offset partially by the sale of completed units. These
fluctuations are consistent with the stage of execution of our ongoing projects and the timing of revenue
recognition.
Employee Benefit Expenses
Employee benefit expenses for the six-month period ended September 30, 2025 amounted to ₹564.53 lakh,
comprising salaries and wages of ₹489.44 lakh, contribution to provident and other funds of ₹11.45 lakh,
compensated absences of ₹30.40 lakh, gratuity expense of ₹6.72 lakh, and staff welfare expenses of ₹26.52 lakh.
These expenses reflect the personnel cost associated with our administrative, project management, engineering,
sales and support functions.
The portion of employee benefit expenses that is directly attributable to project execution activities is allocated to
the respective projects. During the period, ₹182.13 lakh was allocated to projects, resulting in net employee benefit
expenses of ₹382.40 lakh being recognized in the Restated Statement of Profit and Loss under this head and
remaining shifted under the heading of operating cost.
Finance Cost
Finance costs for the six-month period ended September 30, 2025 amounted to ₹631.65 lakh, primarily comprising
interest expense of ₹585.93 lakh and other finance cost of ₹45.72 lakh, which includes interest recognised on
instruments measured at amortised cost. These finance costs reflect the borrowing structure of the Company and
the funding requirements for our ongoing development activities.
403Borrowing costs that are directly attributable to the acquisition or construction, including land and projects under
development, are capitalised to the respective assets. During the period, ₹336.23 lakh of finance costs were
allocated to projects, resulting in ₹295.42 lakh being recognised in the Restated Statement of Profit and Loss.
The level of finance costs is primarily driven by the utilisation of borrowings for project development, timing of
capitalisation of eligible costs, and the applicable interest rates on our funding arrangements.
Depreciation and Amortisation Cost
Depreciation and amortisation expenses for the six-month period ended September 30, 2025 amounted to ₹28.75
lakh, comprising depreciation on property, plant and equipment of ₹28.67 lakh and amortisation of intangible
assets of ₹0.08 lakh.
The depreciation charge primarily relates to building, plant & machinery, furniture and fixtures, office equipment,
vehicles, computers and other assets used in the Company’s administrative and project management functions,
while amortisation pertains to software and trademark.
Other Expenses
Other expenses for the six-month period ended September 30, 2025 amounted to ₹1,237.90 lakh, and comprise a
range of administrative, operational, statutory and project-support costs incurred during the period. Major
components include advertisement expenses of ₹843.32 lakh, incurred primarily towards marketing and
promotional activities for ongoing projects; legal and professional fees of ₹102.97 lakh, relating to consultancy,
legal advisory and compliance-related engagements; rates and taxes of ₹62.21 lakh; rent of ₹42.93 lakh; travelling
and conveyance expenses of ₹29.25 lakh; and software maintenance expenses of ₹29.28 lakh.
Other items forming part of these expenses include repairs and maintenance of ₹ 25.81 lakh, amortisation of
financial assets of ₹ 6.83 lakh, office expenses of ₹ 29.95 lakh, CSR expenditure of ₹15.50 lakh, payment to
auditors of ₹8.85 lakh, and miscellaneous expenses of ₹15.33 lakh. These costs support the Company’s day-to-
day operations, project management activities, corporate functions and statutory obligations.
The portion of expenses that is directly attributable to project activities is allocated to the respective projects.
During the period, ₹9.41 lakh was allocated to projects, resulting in net other expenses of ₹1,228.49 lakh being
recognised in the Restated Statement of Profit and Loss.
Tax Expense
Total tax expense was ₹414.85 lakh for the six-month period ended September 30, 2025, comprising current tax
charges of ₹393.01 lakh and a deferred tax of ₹21.84 lakh.
Profit (Loss) for the Year
As a result of the above factors, our profit for the period was ₹1152.54 lakh.
FISCAL 2025 COMPARED TO FISCAL 2024
Total Income
Our total income increased by 71.20% from ₹ 11,461.38 lakh in Fiscal 2024 to ₹ 19,621.88 lakh in Fiscal 2025,
primarily due to an increase in our revenue from operations.
Revenue from operations
Our revenue from operations increased by 73.67%, from ₹11,076.76 lakh in Fiscal 2024 to ₹19,237.53 lakh in
Fiscal 2025. This growth was primarily driven by a significant increase in sales from our ongoing projects, which
rose by 184.62%, from ₹6,062.91 lakh in Fiscal 2024 to ₹17,256.41 lakh in Fiscal 2025. The strong performance
in Fiscal 2025 was attributable to both the launch of new projects and improved sales momentum in select ongoing
developments.
404During Fiscal 2025, the Company launched one new project, Queens Park, which contributed ₹906.28 lakh, to
our revenues. In addition, our existing projects, Symphony, Springbell, Elanza, Green Capitol, Maybell, Green
Heights and Green Fort, witnessed enhanced customer traction and improved sales conversions, thereby
contributing meaningfully to the overall growth in revenue from ongoing projects.
(₹ in lakh)
Projects Status for Revenue Status for Revenue
Revenue recognised for Revenue recognised for
Recognition for Fiscal 2025 Recognition for Fiscal 2024
the Fiscal 2025 the Fiscal 2024
Bliss Completed 144.50 Completed 58.33
Exotica Completed 360.44 Completed 1,234.52
Kings Fort Completed 110.00 Completed 403.87
Thejus Completed 933.18 Completed 2,988.82
Zinnia Completed 108.00 Completed 328.31
Green Clouds Completed 325.00 Completed -
Springbell Ongoing 4,030.44 Ongoing 3,569.19
Elanza Ongoing 825.75 Ongoing 415.55
Symphony Ongoing 1,873.85 Ongoing -
Green Capitol Ongoing 2,447.05 Ongoing 597.64
Maybell Ongoing 2,229.63 Ongoing 775.85
Green Heights Ongoing 4,176.91 Ongoing 693.13
Green Fort Ongoing 766.49 Ongoing 11.55
Queens Park Ongoing 906.28 Ongoing -
Total 19,237.53 11,076.76
Revenue from completed projects, however, decreased by 60.49%, from ₹5,013.85 lakh in Fiscal 2024 to
₹1,981.12 lakh in Fiscal 2025. This decline was primarily due to the lower availability of inventory in completed
projects, as a substantial portion of units had already been sold in prior years, resulting in limited stock available
for sale during Fiscal 2025.
Overall, the growth in Fiscal 2025 reflects the successful launch of new projects, strong demand for our ongoing
developments, and the sustained market acceptance of our brand and project offerings.
Other income
Other income was ₹384.35 lakh in Fiscal 2025, broadly consistent with ₹384.62 lakh in Fiscal 2024. Although the
aggregate amount remained largely stable, the composition of other income changed during the year.
In Fiscal 2025, other income primarily comprised interest income of ₹111.09 lakh, unwinding of fair valuation
gain of ₹76.12 lakh, finance income on security deposits of ₹13.41 lakh, commission received of ₹10.48 lakh, and
other non-operating income of ₹12.99 lakh. A significant contributor during the year was ₹160.26 lakh arising
from provisions/liabilities no longer payable written back, which increased the total other income for Fiscal 2025.,
In comparison, other income for Fiscal 2024 included interest income of ₹233.64 lakh, unwinding of fair valuation
gain of ₹64.70 lakh, finance income on security deposits of ₹12.38 lakh, commission received of ₹4.41 lakh, other
non-operating income of ₹8.31 lakh, and ₹61.18 lakh from provisions/liabilities no longer payable written back.
The year-on-year variation in the components of other income is primarily attributable to lower interest income
in Fiscal 2025 due to the utilisation of surplus funds for project development and land acquistion, offset by a
higher write-back of provisions/liabilities during the year.
Operating Cost
Operating cost increased significantly from ₹8,647.51 lakh in Fiscal 2024 to ₹20,692.80 lakh in Fiscal 2025,
primarily due to higher project execution activity and increased land development expenditure during the year.
Expenses incurred directly during the year rose to ₹19,634.40 lakh in Fiscal 2025, compared to ₹7,816.96 lakh in
Fiscal 2024, driven by an increase in purchase/development of land, which grew from ₹1,025.31 lakh to ₹9,368.75
405lakh, and higher construction materials, labour and direct expenses, which increased from ₹6,791.65 lakh to
₹10,265.65 lakh. The substantial increase reflects the commencement and scaling up of multiple projects, as well
as enhanced construction intensity across ongoing developments.
Allocated expenses also increased during Fiscal 2025 due to higher resource utilisation for project execution.
Employee benefit expenses allocated to projects increased from ₹276.02 lakh in Fiscal 2024 to ₹308.78 lakh in
Fiscal 2025, reflecting higher staffing and project management involvement. Finance costs allocated rose from
₹542.68 lakh to ₹734.25 lakh, attributable to increased borrowing costs eligible for capitalisation in line with the
growth in project development activity. Other expenses allocated to projects also increased from ₹11.85 lakh in
Fiscal 2024 to ₹15.37 lakh in Fiscal 2025.
Overall, the rise in operating cost in Fiscal 2025 corresponds to the expansion of our project portfolio,
commencement of new projects, and higher construction and development intensity across our ongoing projects.
Changes in inventories
Changes in inventories reflect movements in land held for project construction, stock of completed units, and
projects work-in-progress (“WIP”), and are directly influenced by the pace of project execution and corresponding
operating costs incurred during the year. For Fiscal 2025, the Company reported a net increase in inventories of
₹6,757.60 lakh, compared to a net increase of ₹764.34 lakh in Fiscal 2024.
The significant inventory build-up in Fiscal 2025 was mainly attributable to higher development activity and land-
related capitalisation, consistent with the substantial increase in operating costs during the year (from ₹8,647.51
lakh in Fiscal 2024 to ₹20,692.80 lakh in Fiscal 2025). Land inventory increased by ₹8,343.44 lakh in Fiscal 2025,
driven by additional land acquisition and development expenditure. WIP inventory also decreased by ₹208.82
lakh, reflecting the capitalisation of construction materials, labour and direct project-related expenses incurred
during the year. Conversely, stock of completed units decreased by ₹1,377.02 lakh, owing to sales of completed
inventory during the period.
The overall increase in inventories during Fiscal 2025 is therefore aligned with the Company’s higher construction
momentum, expansion of its project portfolio and increased capitalisation of project-related costs. As operating
cost rises due to enhanced development activity, a corresponding increase in inventories is recognised until such
time as units are completed and revenue is booked.
Employee Benefit Expenses
Employee benefit expenses increased from ₹726.98 lakh in Fiscal 2024 to ₹902.80 lakh in Fiscal 2025, reflecting
the expansion of our operational scale and higher staffing requirements to support our growing project portfolio.
The increase was primarily driven by higher salaries and wages, which rose from ₹659.19 lakh in Fiscal 2024 to
₹802.10 lakh in Fiscal 2025, on account of additional recruitment and annual increments. Staff welfare expenses
also increased from ₹24.31 lakh to ₹45.40 lakh, while gratuity and compensated absences expenses rose in line
with statutory provisions and actuarial valuations.
Employee benefit expenses directly attributable to project execution are allocated to the respective projects. The
amount allocated increased from ₹276.02 lakh in Fiscal 2024 to ₹308.78 lakh in Fiscal 2025, consistent with the
higher level of construction activity during the year. As a result, net employee benefit expenses recognised in the
Restated Statement of Profit and Loss were ₹594.02 lakh in Fiscal 2025, compared to ₹450.96 lakh in Fiscal 2024.
The overall increase in employee benefit expenses is aligned with the Company’s operational growth, enhanced
project execution requirements and strengthening of its organisational capabilities.
Finance Cost
Finance costs increased from ₹1,051.53 lakh in Fiscal 2024 to ₹1,237.80 lakh in Fiscal 2025, primarily due to
higher utilisation of borrowings to support project development and land acquisition initiatives. Interest expense
rose from ₹970.35 lakh in Fiscal 2024 to ₹1,140.63 lakh in Fiscal 2025, reflecting both the increase in debt levels
and the timing of interest accruals. Other finance costs, which mainly comprise interest recognised on instruments
measured at amortised cost, also increased from ₹81.18 lakh to ₹97.17 lakh during the same period.
406Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalised to the
respective projects or land. Accordingly, the amount of finance costs allocated increased from ₹542.68 lakh in
Fiscal 2024 to ₹734.25 lakh in Fiscal 2025, consistent with the growth in project execution and capitalisation of
borrowing costs. After such allocations, the net finance cost recognised in the Restated Statement of Profit and
Loss was ₹503.55 lakh in Fiscal 2025, marginally lower compared to ₹508.85 lakh in Fiscal 2024.
The movement in finance costs reflects the Company’s project-driven capital requirements, increased
development activity, and corresponding capitalisation of eligible borrowing costs.
Depreciation and Amortisation Cost
Depreciation and amortisation expenses increased from ₹40.61 lakh in Fiscal 2024 to ₹47.28 lakh in Fiscal 2025,
primarily due to additions to property, plant and equipment used for administrative and project management
functions. Depreciation on property, plant and equipment accounted for ₹47.28 lakh in Fiscal 2025, compared to
₹40.61 lakh in Fiscal 2024. Overall, the movement in depreciation and amortisation expenses reflects normal
wear-and-tear of assets and incremental capital expenditure undertaken to support the Company’s expanding
operations.
Other Expenses
Other expenses increased from ₹1,466.87 lakh in Fiscal 2024 to ₹1,730.68 lakh in Fiscal 2025, primarily due to
higher marketing, professional and administrative outlays incurred to support the Company’s project expansion
and operational scale-up. The largest component, advertisement expenses, rose from ₹881.47 lakh in Fiscal 2024
to ₹1,331.20 lakh in Fiscal 2025, reflecting intensified promotional activities for newly launched and ongoing
projects. Legal and professional fees increased significantly from ₹16.95 lakh to ₹38.43 lakh, driven by higher
engagements relating to regulatory, advisory and project documentation matters.
Further, rates and taxes decreased from ₹2.67 lakh in Fiscal 2024 to ₹1.34 lakh in Fiscal 2025, while office
expenses increased from ₹35.31 lakh in Fiscal 2024 to ₹44.75 lakh in Fiscal 2025, consistent with the expansion
of business operations. Software maintenance expenses also rose from ₹7.38 lakh in Fiscal 2024 to ₹14.33 lakh
in Fiscal 2025, reflecting investments in technology and systems required to support the Company’s growing
operations. Certain expenses such as payment to auditors, CSR expenditure, and miscellaneous expenses also
recorded higher outflows compared to the previous year.
In accordance with applicable accounting standards, expenses directly attributable to project activities are
allocated to the respective projects. The amount allocated to projects increased slightly from ₹11.85 lakh in Fiscal
2024 to ₹15.37 lakh in Fiscal 2025, resulting in net other expenses of ₹1,715.31 lakh being recognised in the
Restated Statement of Profit and Loss for Fiscal 2025, compared to ₹1,455.02 lakh in Fiscal 2024.
The overall increase in other expenses is aligned with the Company’s heightened project development activity,
enhanced brand-building efforts, and strengthening of operational and administrative functions during Fiscal
2025.
Tax Expense
Tax expense recognised in the Restated Statement of Profit & Loss increased from ₹334.63 lakh in Fiscal 2024 to
₹782.14 lakh in Fiscal 2025, primarily reflecting impact of transition to IndAS and the higher profitability
recorded during the year. Current tax increased from ₹348.25 lakh in Fiscal 2024 to ₹846.93 lakh in Fiscal 2025,
in line with the growth in taxable income. Deferred tax, however, moved from a credit of ₹ 12.36 lakh in Fiscal
2024 to a credit of ₹ 63.00 lakh in Fiscal 2025, mainly due to timing differences arising from depreciation, fair
valuation adjustments and provisions.
In addition, income tax recognised in Other Comprehensive Income, relating to the remeasurement of defined
benefit obligations, resulted in a deferred tax credit of ₹ 1.26 lakh in Fiscal 2024 and ₹ 1.79 lakh in Fiscal 2025.
The overall increase in tax expense in Fiscal 2025 corresponds to the improved operating performance of the
Company, resulting in a higher tax base and related deferred tax adjustments.
407Profit (Loss) for the Year
As a result of foregoing factors, the profit after tax of our Company increased from ₹ 786.88 lakh in Fiscal 2024
to ₹ 2,042.59 lakh in Fiscal 2025. The increase was 159.58% in Fiscal 2025 as compared to Fiscal 2024.
FISCAL 2024 COMPARED TO FISCAL 2023
Total Income
Our total income increased by 4.12% from ₹ 11,008.31 lakh in Fiscal 2023 to ₹ 11,461.38 lakh in Fiscal 2024,
primarily due to an increase in our revenue from operations and other income.
Revenue from operations
Our revenue from operations increased by 1.70%, from ₹10,891.16 lakh in Fiscal 2023 to 11,076.76 lakh in Fiscal
2024. This growth was primarily driven by a increase in sales from our ongoing projects, which rose by 64.44%,
from ₹ 3,687.04 lakh in Fiscal 2023 to ₹6,062.91 lakh in Fiscal 2024. The strong performance in Fiscal 2024 was
attributable to both the launch of new projects and improved sales momentum in select ongoing developments.
(₹ in lakh)
Projects Status for Revenue Status for Revenue
Revenue recognised for Revenue recognised for
Recognition for Fiscal 2024 Recognition for Fiscal 2023
the Fiscal 2024 the Fiscal 2023
Bliss Completed 58.33 Completed 1,926.92
Exotica Completed 1,234.52 Completed 2,995.61
Kings Fort Completed 403.87 Completed 2,099.31
Thejus Completed 2,988.82 Ongoing 2,269.45
Zinnia Completed 328.31 Completed 527.29
Green Clouds Completed - Completed (345.00)
Springbell Ongoing 3,569.19 Ongoing 1417.59
Elanza Ongoing 415.55 - -
Symphony Ongoing - - -
Green Capitol Ongoing 597.64 - -
Maybell Ongoing 775.85 - -
Green Heights Ongoing 693.13 - -
Green Fort Ongoing 11.55 - -
Queens Park Ongoing - - -
Total 11,076.76 10,891.16
Other income
Other income increased significantly by 228.31%, from ₹117.15 lakh in Fiscal 2023 to ₹384.62 lakh in Fiscal
2024. The substantial increase was primarily driven by higher interest income and the write-back of provisions
and liabilities no longer payable. In Fiscal 2024, other income mainly comprised interest income of ₹233.64 lakh,
unwinding of fair valuation gain of ₹64.70 lakh, finance income on security deposits of ₹ 12.38 lakh, commission
received of ₹4.41 lakh, other non-operating income of ₹8.31 lakh, and an amount of ₹61.18 lakh relating to
provisions/liabilities no longer payable written back contributed materially to the overall increase for the year.
In comparison, other income in Fiscal 2023 was substantially lower and consisted of interest income of ₹91.57
lakh, unwinding of fair valuation gain of ₹0.79 lakh, finance income on security deposits of ₹7.49 lakh, and other
non-operating income of ₹17.30 lakh.
The year-on-year increase is therefore primarily attributable to higher investible funds generating additional
interest income and the one-time write-back of provisions/liabilities in Fiscal 2024.
Operating Cost
408Operating cost decreased from ₹10,184.08 lakh in Fiscal 2023 to ₹8,647.51 lakh in Fiscal 2024, representing a
decline of 15.09%, primarily due to lower expenditure on land procurement and more moderate construction
activity during Fiscal 2024. Expenditure on purchase and development of land fell significantly from ₹2,634.06
lakh in Fiscal 2023 to ₹1,025.31 lakh in Fiscal 2024, reflecting a reduction in new land acquisitions undertaken
during the year. In contrast, construction materials, labour and direct expenses remained broadly stable, at
₹6,791.65 lakh in Fiscal 2024 compared to ₹6,792.06 lakh in Fiscal 2023, indicating continued progress in ongoing
projects.
Allocated expenses also showed modest movement. Employee benefit expenses allocated to projects increased
slightly from ₹261.66 lakh in Fiscal 2023 to ₹276.02 lakh in Fiscal 2024, consistent with staffing requirements
for project supervision and execution. Finance costs allocated rose from ₹485.37 lakh in Fiscal 2024 to ₹542.68
lakh to Fiscal 2023, reflecting higher borrowing utilisation and interest capitalisation related to project
development. Other expenses allocated to projects increased marginally from ₹10.93 lakh in Fiscal 2023 to ₹11.85
lakh in Fiscal 2024.
The overall decline in operating cost in Fiscal 2024 was therefore driven primarily by lower land-related
expenditure, while construction expenditure and allocated costs remained relatively stable in line with the
execution stage of ongoing projects.
Changes in inventories
Changes in inventories resulted in a net increase of ₹764.34 lakh in Fiscal 2024, compared to a significantly higher
net increase of ₹2,615.39 lakh in Fiscal 2023. The movement in inventories across both years reflects the pace of
project execution, land development activities, and sales of completed units.
In Fiscal 2024, land inventory decreased to ₹1,677.06 lakh, compared to ₹701.29 lakh in Fiscal 2023, primarily
due to commencement of new projects and resultant classification to work-in-progress. The stock of completed
units decreased to ₹557.45 lakh in Fiscal 2024, compared to ₹242.18 lakh in Fiscal 2023, reflecting completion
of units that were not yet sold during the period. However, the projects work-in-progress (WIP) category showed
an increase of ₹2,998.85 lakh in Fiscal 2024, as against an increase of ₹3,558.86 lakh in Fiscal 2023. The increase
in WIP across both years indicates ongoing construction activity, continued capitalisation of project development
costs, and steady progress in the execution of multiple projects. It reflects the movement of projects through
various stages of development, with costs being accumulated in WIP until project completion or achievement of
revenue recognition milestones.
Overall, the lower net increase in inventories in Fiscal 2024 compared to Fiscal 2023 was mainly driven by a
smaller reduction in WIP and the overall scale of project transitions between stages during the year. These
movements are consistent with the Company’s progression of its project pipeline, timing of project completions,
and sales momentum.
Employee Benefit Expenses
Employee benefit expenses increased marginally from ₹708.15 lakh in Fiscal 2023 to ₹726.98 lakh in Fiscal 2024,
reflecting normal increments and staffing requirements to support ongoing project activities. Salaries and wages
rose from ₹633.94 lakh in Fiscal 2023 to ₹659.19 lakh in Fiscal 2024, primarily due to annual salary revisions and
reinforcement of project management and administrative teams. Staff welfare expenses decreased from ₹32.62
lakh in Fiscal 2023 to ₹24.31 lakh in Fiscal 2024, while contributions to provident and other funds remained
broadly stable at ₹14.08 lakh in Fiscal 2023 and ₹14.72 lakh in Fiscal 2024. Expenses related to compensated
absences and gratuity also increased modestly in line with statutory obligations and actuarial valuations.
In accordance with applicable accounting standards, employee benefit expenses directly attributable to project
activities are capitalised as part of project costs. The amount allocated to projects increased from ₹261.66 lakh in
Fiscal 2023 to ₹276.02 lakh in Fiscal 2024, consistent with the extent of project execution activity during the year.
Consequently, net employee benefit expenses recognised in the Restated Statement of Profit and Loss were
₹450.96 lakh in Fiscal 2024, compared to ₹446.49 lakh in Fiscal 2023.
409Overall, the movement in employee benefit expenses between Fiscal 2024 and Fiscal 2023 reflects normal
operational growth and ongoing resource requirements to support the Company’s project pipeline.
Finance Cost
Finance costs increased from ₹918.29 lakh in Fiscal 2023 to ₹1,051.53 lakh in Fiscal 2024, primarily due to higher
utilisation of borrowings to support project development and land acquisition initiatives. Interest expense rose
from ₹916.98 lakh in Fiscal 2023 to ₹970.35 lakh in Fiscal 2024, reflecting both the increase in debt levels and
the timing of interest accruals. Other finance costs, which mainly comprise interest recognised on instruments
measured at amortised cost, also increased from ₹1.31 lakh in Fiscal 2023 to ₹81.18 lakh in Fiscal 2024 during
the same period.
Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalised to the
respective projects or land. Accordingly, the amount of finance costs allocated increased from ₹485.37 lakh in
Fiscal 2023 to ₹542.68 lakh in Fiscal 2024, consistent with the growth in project execution and capitalisation of
borrowing costs. After such allocations, the net finance cost recognised in the Restated Statement of Profit and
Loss was ₹508.85 lakh in Fiscal 2024, marginally higher compared to ₹432.92 lakh in Fiscal 2023.
The movement in finance costs reflects the Company’s project-driven capital requirements, increased
development activity, and corresponding capitalisation of eligible borrowing costs.
Depreciation and Amortisation Cost
Depreciation and amortisation expenses decreased from ₹42.45 lakh in Fiscal 2023 to ₹40.61 lakh in Fiscal 2024.
Intengible assets were fully amortized by an amount of ₹6.14 lakh in Fiscal 2023 and thereby the reduction in
Fiscal 2024 hence there were no corresponding amortization charge in Fiscal 2024.
However, this decline was partially offset by an increase in depreciation on tangible assets. During Fiscal 2024,
the Company incurred additions of ₹43.22 lakh to property, plant and equipment, leading to a higher depreciation
charge by ₹4.30 lakh on Property, Plant & Equipment as compared to Fiscal 2023. The overall movement in
depreciation and amortisation expenses therefore reflects the combined effect of the non-recurring intangible asset
write-off in the previous year and incremental depreciation arising from capital investments made during Fiscal
2024.
Other Expenses
Other expenses increased significantly from ₹582.08 lakh in Fiscal 2023 to ₹1,466.87 lakh in Fiscal 2024,
primarily due to higher marketing, administrative and professional service costs incurred to support increased
business activity and project launches. The most notable increase was in advertisement expenses, which rose from
₹378.24 lakh in Fiscal 2023 to ₹881.47 lakh in Fiscal 2024, reflecting intensified promotional campaigns for
ongoing and newly launched projects. Legal and professional fees also increased from ₹5.88 lakh from Fiscal
2023 to ₹16.95 lakh in Fiscal 2024, driven by higher regulatory, advisory and documentation requirements.
Further increases were observed across several administrative cost categories. Office expenses grew from ₹31.50
lakh in Fiscal 2023 to ₹35.31 lakh in Fiscal 2024, while software maintenance expenses rose from nil in Fiscal
2023 to ₹7.38 lakh in Fiscal 2024, indicating continued investment in systems and technology. Repairs and
maintenance expenses also increased, including repairs to buildings and other assets. Additionally, Fiscal 2023
included a provision for land advance of ₹225.75 lakh and a provision for doubtful debts of ₹86.37 lakh, both of
which were non-recurring and not present in Fiscal 2024.
Further, expenses directly attributable to project activities are allocated to the respective projects. The amount
allocated to projects increased from ₹10.93 lakh in Fiscal 2023 to ₹11.85 lakh in Fiscal 2024, resulting in net other
expenses of ₹1,455.02 lakh being recognised in the Restated Statement of Profit and Loss for Fiscal 2024,
compared to ₹571.15 lakh in Fiscal 2023.
Overall, the substantial increase in other expenses in Fiscal 2024 reflects higher marketing spend, enhanced
operational activity, increased professional engagements, and the absence of certain non-recurring provisions
booked in the previous year.
410Tax Expense
Tax expense recognised in the Restated Statement of Profit & Loss decreased from ₹493.55 lakh in Fiscal 2023
to ₹335.89 lakh in Fiscal 2024, primarily due to a reduction in taxable profits during the year. Current tax declined
from ₹430.38 lakh in Fiscal 2023 to ₹348.25 lakh in Fiscal 2024, reflecting the lower profit before tax for Fiscal
2024. Deferred tax also moved from a charge of ₹63.17 lakh in Fiscal 2023 to a credit of ₹12.36 lakh in Fiscal
2024.
Tax recognised in Other Comprehensive Income pertains to deferred tax adjustments on the remeasurement of
defined benefit obligations, which were credit of ₹1.65 lakh in Fiscal 2023 and ₹ credit of 1.26 lakh in Fiscal
2024.
Overall, the decrease in total tax expense between Fiscal 2024 and Fiscal 2023 was directly aligned with the
decline in profitability and the favourable movement in deferred tax arising from timing differences.
Profit (Loss) for the Year
As a result of foregoing factors, the profit after tax of our Company decreased from ₹ 1,453.06 lakh in Fiscal 2023
to ₹ 786.88 lakh in Fiscal 2024. The decrease was 45.85% in Fiscal 2024 as compared to Fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed the expansion of our business and operations primarily through the funds
generated from our operations and debt financing. From time to time, we may obtain loan facilities to
finance our short term working capital requirements and business operations.
Cash Flows
The following table sets forth certain information relating to our cash flows under Ind AS for the six-month period
ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars For the six-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
September 30, 2025
Net Cash from (1,774.51) (4,399.56) 882.73 4,215.62
Operating
Activities
Net Cash from (2,017.18) (23.51) 187.28 65.18
Investing Activities
Net Cash used in 4,364.92 5,170.79 (700.79) (1,912.07)
Financing
Activities
Net increase/ 573.23 747.72 369.22 2,368.73
(decrease) in cash
and cash
equivalents
Cash and Cash 3,668.37 2,920.65 2,551.43 182.87
Equivalents at the
beginning of the
period
Cash and Cash 4,241.60 3,668.37 2,920.65 2,551.60
Equivalents at the
end of the period
Net cash generated from operating activities
411Net cash used in operating activities for the six-month period ended September 30, 2025, was ₹ 1,774.51 lakh, as
compared to a profit before tax of ₹1,567.39 lakh for the same period. The variance between profit before tax and
operating cash flows was primarily attributable to non-cash and non-operating adjustments, including depreciation
of ₹28.75 lakh, interest expense of ₹295.42 lakh, provision for gratuity of ₹6.72 lakh, provision for leave
encashment of ₹30.40 lakh, unwinding of fair valuation gain of ₹45.20 lakh, and amortisation of financial assets
of ₹6.83 lakh. These were offset by interest income of ₹ 40.79 lakh and finance income on security deposits of ₹
7.28 lakh. Further, the operating cash flows were impacted by changes in working capital. This included an
increase in inventories of ₹364.24 lakh due to reinvesting in the business, an increase in trade receivables of
₹3,962.44 lakh, and an increase in other assets and other financial assets of ₹482.05 lakh. These outflows were
partially offset by an increase in other liabilities of ₹2,117.35 lakh. Consequently, cash used in operating activities
before taxes amounted to ₹ 888.99 lakh. After accounting for direct tax payments of ₹885.52 lakh, the net cash
used in operating activities stood at ₹ 1,774.51 lakh.
Net cash used in operating activities for Fiscal 2025, was ₹ 4,399.56 lakh, as compared to a profit before tax of
₹2,826.52 lakh for the same period. The variance between profit before tax and operating cash flows was primarily
attributable to non-cash and non-operating adjustments, including depreciation of ₹47.28 lakh, interest expense
of ₹503.55 lakh, provision for gratuity of ₹10.61 lakh, provision for leave encashment of ₹25.69 lakh, Loss on
disposal/discarding of assets (Net) of ₹ 4.43 lakh, unwinding of fair valuation gain of ₹76.12 lakh, provision of
warranty of ₹ 23.00 lakh and amortisation of financial assets of ₹13.67 lakh. These were offset by interest income
of ₹ 111.09 lakh, provisions/liabilities no longer payable written back of ₹ 160.26 lakh, and finance income on
security deposits of ₹ 13.41 lakh. Further, the operating cash flows were impacted by changes in working capital.
This included an increase in inventories of ₹6,757.60 lakh due to reinvesting in the business by buying out more
land for the new construction activities, an increase in trade receivables of ₹1,601.64 lakh, and an increase in other
assets and other financial assets of ₹1,267.80 lakh. These outflows were partially offset by an increase in other
liabilities of ₹2,126.60 lakh and increase in trade payables of ₹ 187.34 lakh. Consequently, cash used in operating
activities before taxes amounted to ₹ 4,278.80 lakh. After accounting for direct tax payments of ₹120.76 lakh, the
net cash used in operating activities stood at ₹ 4,399.56 lakh.
Net cash generated from operating activities for Fiscal 2024, was ₹882.73 lakh, as compared to a profit before tax
of ₹1,122.77 lakh for the same period. The variance between profit before tax and operating cash flows was
primarily attributable to non-cash and non-operating adjustments, including depreciation of ₹40.61 lakh, Provision
for doubtful debts of ₹ 86.37 lakh, Provision for land advance of ₹ 225.75 lakh, interest expense of ₹508.85 lakh,
provision for gratuity of ₹9.44 lakh, provision for leave encashment of ₹19.32 lakh, unwinding of fair valuation
gain of ₹64.70 lakh, provision of warranty of ₹45.91 lakh and amortisation of financial assets of ₹13.71 lakh.
These were offset by interest income of ₹ 233.64 lakh, provisions/liabilities no longer payable written back of ₹
61.18 lakh, and finance income on security deposits of ₹ 12.38 lakh. Further, the operating cash flows were
impacted by changes in working capital. This included an increase in inventories of ₹764.34 lakh, an increase in
trade receivables of ₹498.85 lakh, and an increase in other assets and other financial assets of ₹1,160.58 lakh.
These outflows were partially offset by an increase in other liabilities of ₹1,508.80 lakh and increase in trade
payables of ₹ 281.55 lakh. Consequently, cash generated from operating activities before taxes amounted to
₹1,245.72 lakh. After accounting for direct tax payments of ₹362.99 lakh, the net cash generated from operating
activities stood at ₹882.73 lakh.
Net cash generated from operating activities for Fiscal 2023, was ₹4,215.62 lakh, as compared to a profit before
tax of ₹1,946.61 lakh for the same period. The variance between profit before tax and operating cash flows was
primarily attributable to non-cash and non-operating adjustments, including depreciation of ₹42.45 lakh, interest
expense of ₹432.92 lakh, provision for gratuity of ₹8.22 lakh, provision for leave encashment of ₹19.29 lakh,
unwinding of fair valuation gain of ₹0.79 lakh, provision of warranty of ₹69.00 lakh and amortisation of financial
assets of ₹8.75 lakh. These were offset by interest income of ₹ 91.57 lakh, and finance income on security deposits
of ₹ 7.49 lakh. Further, the operating cash flows were impacted by changes in working capital. This included an
increase in inventories of ₹2,615.39 lakh. These outflows were partially offset by an decrease in trade receivables
of ₹1,043.43 lakh, decrease in other assets and other financial assets of ₹1,576.69 lakh, increase in other liabilities
of ₹1,194.26 lakh and increase in Other financial liabilities by ₹ 992.44 lakh. Consequently, cash generated from
operating activities before taxes amounted to ₹4,551.89 lakh. After accounting for direct tax payments of ₹336.27
lakh, the net cash generated from operating activities stood at ₹4,215.62 lakh.
Net cash generated from / (used in) Investing Activities
412Net cash flow used in investing activities for the six-month period ended September 30, 2025 was ₹2,017.18 lakh,
which primarily comprised of purchase of property, plant and equipment and intangible assets amounting to
₹2,025.92 lakh and interest received of ₹8.74 lakh.
Net cash flow used in investing activities in Fiscal 2025 was ₹23.51 lakh, which primarily comprised of purchase
of property, plant and equipment and intangible assets amounting to ₹140.67 lakh, Sale proceeds of Property,
plant and equipment and intangible assets of ₹ 7.22 lakh and interest received of ₹109.94 lakh.
Net cash flow generated from investing activities in Fiscal 2024 was ₹187.28 lakh, which primarily comprised of
purchase of property, plant and equipment and intangible assets amounting to ₹43.22 lakh and interest received
of ₹230.50 lakh.
Net cash flow generated from investing activities in Fiscal 2023 was ₹65.18 lakh, which primarily comprised of
purchase of property, plant and equipment and intangible assets amounting to ₹30.19 lakh, Sale proceeds of
property, plant and equipment and intangible assets of ₹ 3.80 lakh and interest received of ₹91.57 lakh.
Net cash generated from / (used in) Financing Activities
Net cash flow generated from financing activities for the six-month period ended September 30, 2025 was
₹4,364.92 lakh, which comprised of proceeds from equity shares issued (including premium) issued of ₹17,500.00
lakh, repayment of borrowing amounted to ₹ 12,839.79 lakh and interest paid of ₹ 295.29 lakh.
Net cash flow generated from financing activities in Fiscal 2025 was ₹5,170.79 lakh, which comprised of proceeds
from borrowing amounted to ₹5,674.19 lakh and interest paid of ₹ 503.40 lakh.
Net cash flow used in financing activities in Fiscal 2024 was ₹ 700.79 lakh, which comprised of repayment of
borrowing amounting to ₹ 192.03 lakh and interest paid of ₹ 508.76 lakh.
Net cash flow used in financing activities in Fiscal 2023 was ₹ 1,912.07 lakh, which comprised of repayment of
borrowing amounting to ₹ 1,479.06 lakh and interest paid of ₹ 433.01 lakh.
FINANCIAL INDEBTEDNESS
As of six-month period ended September 30, 2025, we had outstanding borrowings (current of ₹3,336.84 lakh and
non-current of ₹1,520.49 lakh aggregating to ₹4,857.33 lakh, which primarily consisted of secured term loans and
overdrafts from banks. For further details, see “Financial Indebtedness” on page 365. After adjusting for cash
and cash equivalents, bank balances, including fixed deposits having maturity more than 12 months, our net debt
as of six-month period ended September 30, 2025, was ₹615.73 lakh. The table below shows the status of the
Financial Indebtedness of the Company as on September 30, 2025:
Summary of borrowings sanctioned to the Company outstanding, as of September 30, 2025
(₹ in lakh)
Veegaland Developers Limited
Nature of Borrowing Sanctioned amount as Amount Outstanding as
on September 30, 2025 on September 30, 2025
I. Fund Based facilities
Secured Borrowings
- Non-Current (including current maturities) 3,471.00 1,733.95
- Current (Refer Note) 5,800.00 3,123.38
Total Secured Borrowings (A) 9,271.00 4,857.33
Unsecured Borrowings
- Non-Current Nil Nil
- Current Nil Nil
Total Unsecured Borrowings (B) Nil Nil
Total Fund based (A+B) 9,271.00 4,857.33
II. Non-Fund Based facilities
- Bank Guarantee / Corporate Guarantee Nil Nil
413Veegaland Developers Limited
Nature of Borrowing Sanctioned amount as Amount Outstanding as
on September 30, 2025 on September 30, 2025
I. Fund Based facilities
Total Non-Fund based Nil Nil
Total (I+II) 9,271.00 4,857.33
Note: For the purpose of this certificate, only overdraft accounts showing a credit balance as on September 30,
2025 have been included (hereinafter referred to as working capital facilities). The overdraft facilities having
sanctioned limit amounting to ₹960.25 lakhs are not included in the above table since these accounts shows a debit
balances as on September 30, 2025.
CONTINGENT LIABILITIES
As of six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023 the estimated amount of
contingent liabilities are as follows:
(₹ in lakh)
Particulars Six-month period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Contingent liabilities
Provident Fund 26.09 26.09 26.09 26.09
Income Tax 61.86 61.86 61.86 -
Total 87.95 87.95 87.95 26.09
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating
results, liquidity, capital expenditure or capital resources.
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. These transactions
principally include Remuneration, Interest expense, Staff loan, reimbursement expense, Accomodation charges,
Rent expense, sale of property and other assets, Loans, etc. among others. For further information relating to our
related party transactions, see Restated Financial Information – Note 37– Related Party Transactions” on page
358 of this Draft Red Herring Prospectus.
RESERVATIONS, QUALIFICATIONS, ADVERSE REMARKS, EMPHASIS OF MATTERS AND
OTHER MATTERS BY AUDITORS
The auditors’ reports on our financial statements for the six-month period ended September 30, 2025 and the
Fiscals 2025, 2024 and 2023, include the following emphasis of matters, which are extracted and presented below:
a) Auditor’s report issued by the statutory auditors dated November 20, 2025 on the Special Purpose Interim
Financial Statements of the Company as at and for the six-month period ended September 30, 2025
includes the following Emphasis of Matter paragraph as reproduced below:
Emphasis of Matter
“We draw attention to Note No. 2.1 to the Special Purpose Interim Financial Statements, which describes
the basis of preparation in accordance with the measurement and recognition principles of Ind AS notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). As
stated therein, the comparative financial information has not been included in the Special Purpose Interim
Financial Statements. Only a complete set of financial statements together with comparative financial
information can provide a fair presentation of the Company’s state of affairs, profit, changes in equity
and cash flows.
414b) Auditor’s report issued by statutory auditors dated November 20, 2025 on the Special Purpose
Comparative Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023
as referred to in paragraph 4(c) above, which included Emphasis of Matter paragraph as reproduced
below:
Emphasis of Matter
“We draw attention to Note No. 2.1 to the Special Purpose Comparative Ind AS Financial Statements, which
describes the basis of preparation in accordance with the measurement and recognition principles of Ind AS
notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
further states that the comparative financial information has not been included in these Special Purpose
Comparative Ind AS Financial Statements. Only a complete set of financial statements together with comparative
financial information can provide a fair presentation of the Company’s state of affairs, profit, changes in equity
and cash flows.
As stated therein, the transition date, for the purpose of preparation of Special Purpose Comparative Ind AS
Financial Statements is considered as April 1, 2022 which is different from the transition date adopted by the
Company at the time of first time transition to Ind AS (i.e. April 1, 2023) for the purpose of preparation of Statutory
audited Ind AS Financial Statements for the year ended March 31, 2025, as required under the Act. Accordingly,
for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements, the Company has
applied the same accounting policy and accounting policy choices (Both mandatory exceptions and optional
exemptions availed as per Ind AS 101, as applicable) as on April 1, 2022 as initially adopted on transition date
i.e. April 1, 2023 for the purpose of preparation of Special Purpose Comparative Ind AS Financial Statements.
The Special Purpose Financial Statements as at and for the six-month period ended September 30, 2025 and
March 31, 2023, the auditors reports to which include the above mentioned Emphasis of Matter sections are
prepared solely for the purpose of inclusion in the Restated Financial Information refer page 297 and hence
comparatives for the figures therein are not relevant for the purpose.
CHANGE IN ACCOUNTING POLICIES
Other than as disclosed in the Restated Financial Information, there have been no changes in accounting policies
in the last three Fiscals.
Details of Default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans
from any bank or financial institution
There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest
thereon by the Company for the six-month period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and
Fiscal 2023.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, since
incorporation.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main
purpose of these financial liabilities is to finance the acquisition and Company’s real estate operations. The
Company’s principal financial assets include trade receivables, cash and cash equivalents, land advances and
refundable deposits that derive directly from its operations.
'The Company’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and data
breach risk.
415The senior management ensures that the Company’s financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. The Company’s risk management activity focuses on actively securing the
Company’s short to medium-term cash flows by minimising the exposure to volatile financial markets. The
Company does not actively engage in the trading of financial assets for speculative purposes nor does it write
options. The most significant financial risks to which the Company is exposed are described below:
a. Market Risk
b. Credit Risk;
c. Liquidity Risk; and
d. Data Breach Risk;
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as
equity price risk and commodity risk. The Company has no exposure to commodity prices as it does not deal in
derivative instruments whose underlying is a commodity. Financial instruments affected by market risk include
loans and borrowings and refundable deposits.
The sensitivity analysis in the following sections relate to the position as at for the six-month period ended
September 30, 2025, March 31, 2024 and March 31, 2023. The sensitivity analysis have been prepared on the
basis that the amount of total debt and the ratio of fixed to floating interest rates of the debt.
The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other
post retirement obligations provisions.
The following assumptions have been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks.
This is based on the financial assets and financial liabilities held at for the six-month period ended September 30,
2025, March 31, 2025, March 31, 2024 and March 31, 2023.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company's exposure to the risk of changes in market
interest rates relates primarily to the Company's long-term and short-term debt obligations with floating
interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate
borrowings. The Company does not have any interest rate swaps.
(ii) Interest rate sensitivity
The following table demonstrates the sensitivity to a possible change in interest rates on that portion of
borrowings outstanding at the balance sheet date. With all other variables held constant, the Company’s
profit before tax is affected through the impact on floating rate borrowings, as follows:
Effect on profit before tax
(₹ in lakh)
Particulars For the six- month Year ended Year ended Year ended
period ended March 31, March 31, March 31,
September 30, 2025 2025 2024 2023
Decrease in interest rate by 8.56 0.55 - -
50 basis point
Increase in interest rate by 50 (8.56) (0.55) - -
basis point
416Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company’s exposure to credit risk is influenced mainly by the individual
characteristic of each customer. The Company is exposed to credit risk from its operating activities and from its
financing activities, including refundable joint development deposits, security deposits, loans to employees, other
financial assets and other financial instruments.
(i) Trade receivables
Credit risk is managed as per the Company’s established policy, procedures and control relating to
customer credit risk management. The credit quality of the Company’s customers is monitored on an
ongoing basis and assessed for impairment where indicators of such impairment exist. Outstanding
customer receivables are regularly monitored. The history of trade receivables shows a negligible
provision for bad and doubtful debts. The solvency of customers and their ability to repay the receivable
is considered in assessing receivables for impairment. Receivables towards sale of property - The
Company is not substantially exposed to credit risk as property is delivered on payment of dues and
advance from customers are received in terms of the construction/sale agreement. Therefore, the
Company does not expect any material risk on account of non-performance by any of the Company’s
counterparties. Where receivables are impaired, the Company actively seeks to recover the amounts in
question and enforce the compliance with credit terms. However, the Company make provision for
expected credit loss where any property developed by the Company is delayed due to litigation as further
collection from customers is expected to be realised only on final outcome of such litigation.
Revenue from no customer individually accounted for more than 10% of the Company’s revenue for the
six-month period ended September 2025, years ended March 31, 2025, March 31, 2024 and March 31,
2023. No single customer individually accounted for more than 10% of the trade receivable balance of
the Company as at for the six-month period ended September 30, 2025, March 31, 2025, March 31, 2024
and March 31, 2023.
Movement in the provision for doubtful receivables is given in note 8.2
(ii) Refundable joint development deposits
The Company is subject to credit risk in relation to refundable deposits given under joint development
arrangements. The management considers that the risk is low as it is in the possession of the land and the
property share that is to be delivered to the land owner under the JDA arrangements.
(iii) Other Financial Assets
Other financial assets measured at amortised cost includes advances to vendors and security deposits.
Credit risk related to these financial assets is managed by monitoring the recoverability of such amounts
continuously.
(iv) Financial Instrument and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company’s finance
department in accordance with the Company’s policy. Investments of surplus funds are made only with
approved counterparties and within credit limits assigned to each counterparty. The Company considers
factors such as track record, size of institution, market reputation and service standard to select the banks
with which deposits are maintained. The Company does not maintain significant deposit balances other
than those required for its day to day operations. The limits are set to minimise the concentration of risks
and therefore mitigate financial loss through a counterparty’s potential failure to make payments. The
Company’s maximum exposure to credit risk for the components of the Balance Sheet as at for the six-
month period ended September 30, 2025, Fiscal 2025, 2024 and 2023 is the carrying amounts.
417Liquidity risk
Liquidity risk is that the Company might be unable to meet its obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s
reputation. The Company manages its liquidity needs by monitoring the forecast cash inflows and outflows due
in day-to-day business. The data used for analysing these cash flows is consistent with that used in the contractual
maturity analysis below.
Liquidity needs are monitored in various time bands, usually on a month on month basis. Long-term liquidity
needs for a 360-day lookout period are identified monthly. Net cash requirements are compared to available
borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing
facilities are expected to be sufficient over the lookout period.
The Company’s objective is to maintain cash and marketable securities to meet its liquidity requirements for 30-
day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs
is additionally secured by an adequate amount of committed credit facilities.
Maturities of Financial Liabilities
The tables below analyse the financial liabilities of the Company into relevant maturity groupings based on their
contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
(₹ in lakh)
As at for the six- On demand Less than 1 1 to 5 years More than 5 Total
month period ended Year years
September 30, 2025
Borrowings 3,123.38 213.46 1,520.49 - 4,857.33
Trade Payables - 580.13 - - 580.13
Other Financial 98.82 673.78 265.66 - 1,038.26
Liabilities
Total 3,222.20 1,467.37 1,786.15 - 6,475.72
(₹ in lakh)
Fiscal 2025 On demand Less than 1 1 to 5 years More than 5 Total
Year years
Borrowings 7,845.46 5.83 9,845.70 - 17,696.99
Trade Payables - 672.38 - - 672.38
Other Financial 36.77 556.25 481.79 - 1,074.81
Liabilities
Total 7,882.23 1,234.46 10,327.49 - 19,444.18
(₹ in lakh)
Fiscal 2024 On demand Less than 1 1 to 5 years More than 5 Total
Year years
Borrowings 4,735.32 3.06 7,284.27 - 12,022.65
Trade Payables - 553.93 - - 553.93
Other Financial 12.96 529.22 716.60 - 1,258.78
Liabilities
Total 4,748.28 1,086.21 8,000.87 - 13,835.36
(₹ in lakh)
Fiscal 2023 On demand Less than 1 1 to 5 years More than 5 Total
Year years
Borrowings 4,855.05 75.44 7,284.27 - 12,214.76
Trade Payables - 329.64 - - 329.64
418Fiscal 2023 On demand Less than 1 1 to 5 years More than 5 Total
Year years
Other Financial 15.61 270.46 901.27 - 1,187.34
Liabilities
Total 4,870.66 675.54 8,185.54 - 13,731.74
Risk of breach of Cyber Security and Data Privacy
Cyber-attacks that breach the information network or failure to protect personal sensitive and confidential
information of the stakeholders in accordance with applicable laws and contractual obligations may adversely
impact the operations and client satisfaction or result in significant breach client contract and regulatory penalties.
To mitigate such risk cybersecurity strategy and data privacy framework, processes, policies and controls have
been put in place by a multi-layered governance process with executive and Board oversight to review such risks
and our preparedness to mitigate and respond to such risks. The Company continuously invests in technologies to
address risks posed by evolving cyber threat landscape. Regular awareness programs and trainings are also
conducted. Strong encryption, data backup and recovery mechanism is also ensured to confirm business continuity
during any crisis.
Financial Instruments and Fair Value Disclosures
Financial Instruments
The fair value of financial instruments as referred to in note 'A' above has been classified into three categories
depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices
in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable
inputs [Level 3 measurements].
The categories used are as follows:
Level 1: Quoted prices (unadjusted) for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level
1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs).
Transfer between Financial Instruments
During the period/ year, there were no transfers between level 1 and level 2. Similarly, there were no transfers
from or transfer to Level 3.
Financial Assets and Liabilities
The carrying amounts of financial instruments by category are as follows:
(₹ in lakh)
Particulars Level Notes to As at for the Fiscal 2025 Fiscal 2024 Fiscal 2023
schedule six-month
period
ended
September
30, 2025
Financial Assets
measured at amortised
cost
Non-Current
Other Financial Assets 3 4a 1,163.37 1,120.99 1,047.55 984.19
Current
Trade Receivables 3 8 4,494.89 2,739.88 1,051.87 639.39
419Particulars Level Notes to As at for the Fiscal 2025 Fiscal 2024 Fiscal 2023
schedule six-month
period
ended
September
30, 2025
Cash and Cash 1 9a 4,241.60 3,668.37 2,920.65 2,551.60
Equivalents
Other Balances with 1 9b - 0.57 1.06 1.86
Banks
Other Financial Assets 3 4b 3,630.02 1,422.59 884.02 483.04
Total 13,529.88 8,952.40 5,905.15 4,660.08
Financial liabilities
measured at amortised
cost
Non-Current
Borrowings 2 12a 1,520.49 10,418.02 8,520.57 1,153.26
Other Financial 3 13a 265.66 481.79 716.60 901.27
Liabilities
Current
Borrowings 2 12b 3,336.84 7,278.97 3,502.08 11,061.50
Trade Payables 3 15 580.13 672.38 553.93 329.64
Other Financial 3 13b 772.60 593.02 542.18 286.07
Liabilities
Total 6,475.72 19,444.18 13,835.36 13,731.74
Valuation Methodologies
Valuation Methodologies of Financial Instruments not measured at Fair Value
The carrying amount of financials assets and financials liabilities measured at amortised cost in the financials
statements are reasonable approximation of their fair values since the Company does not anticipate that the
carrying amounts would be significantly different from the value that would eventually be received or settled. For
financial assets and financial liabilities that have a short - term maturity (less than twelve months), the carrying
amounts, which are net of impairment, are a reasonable approximation of their fair value. Such instruments include
cash and cash equivalents, trade receivables and trade payables without a specific maturity.
Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1. Unusual or infrequent events or transactions
As on date, there have been no unusual or infrequent events or transactions including unusual trends on
account of business activity, unusual items of income, change of accounting policies and discretionary
reduction of expenses.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.
Other than as described in the section titled “Risk Factors”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations–Factors Affecting Our Results of Operations” and
“Industry Overview” pages 40, 377 and 166 of this Draft Red Herring Prospectus, to our knowledge
there are no known significant economic changes that have or had or are expected to have a material
adverse impact on revenues or income of our Company from continuing operations.
4203. Income and Sales on account of major product/main activities
Income and sales of our Company mainly consist of revenue from completed projects and revenue from
ongoing projects.
4. Whether the company has followed any unorthodox procedure for recording sales and revenues
Our Company has not followed any unorthodox procedure for recording sales and revenues.
5. Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations.
Our business has been impacted and we expect will continue to be impacted by the trends identified
above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–
Factors Affecting Our Results of Operations” and the uncertainties described in “Risk Factors” pages
377 and 40, respectively. Except as we have described in this Draft Red Herring Prospectus, there are no
known factors that we expect to have a material adverse impact on our revenues or income from
operations.
6. Extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices.
Changes in revenue in the last three Financial Years and for the six-month period ended September 30,
2025 are as described in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Six-month period ended September 30, 2025-Revenue from operations, Fiscal 2025
compared with Fiscal 2024 – Revenue from Operations” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations - Fiscal 2024 compared with Fiscal 2023 - Revenue
from Operations” above on pages 402, 404 and 408, respectively.
7. Future changes in relationship between costs and revenues
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages on pages 40, 223 and 375, respectively,
there are no known factors that may adversely affect our business prospects, results of operations and
financial condition
8. Status of any publicly announced New Product or Business Segment
Except as disclosed in “Our Business” on page 223, we have not announced and do not expect to
announce in the near future any new products or business segments.
9. Seasonality of business
Our operations may be adversely affected by difficult working conditions during monsoons that restrict
our ability to carry on construction activities to some extent and fully utilize our resources. Otherwise,
we generally do not believe that our business is seasonal.
10. Any significant dependence on a single or few suppliers or customers.
We are real estate development company engaged in construction of residential premises. Accordingly,
we are not reliant on any single or few customers. The % of contribution of our Company’s top 1, top 3,
top 5 and top 10 suppliers vis-à-vis our % of Construction materials, labour and direct expense on
Restated Financial Information respectively as for the period ended September 30, 2025 and for the
Fiscals 2025, 2024 and 2023 is as follows:
421(₹ in lakh, unless otherwise stated)
Particulars Six month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended September
30, 2025
Amount % Amount % Amount % Amount %
Top 1 1,344.17 25.08 2332.96 22.73 1019.29 15.01 857.50 12.63
Top 3 2,437.19 45.47 4578.71 44.60 2,535.73 37.34 1,841.55 27.11
Top 5 3,072.33 57.32 5,885.72 57.33 3,610.59 53.16 2,085.60 30.71
Top 10 4,008.84 74.80 7,243.71 70.56 4,457.17 65.63 2,473.85 36.42
11. Competitive conditions
We expect to continue to compete with existing and potential competitors. Competitive conditions are as
described under the Chapters “Industry Overview” and “Our Business” on pages 166 and 223,
respectively of the Draft Red Herring Prospectus.
12. Details of material developments after the date of last balance sheet i.e. September 30, 2025
No material developments have come to our attention since the date of the Restated Financial
Information as disclosed in this Draft Red Herring Prospectus which materially and adversely affect or
are likely to materially and adversely affect our operations or profitability, or the value of our assets or
our ability to pay our material liabilities within the next twelve months.
422SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or
regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined
below); involving our Company, its Directors, the Promoters, Group Company, KMPs and SMPs (“Relevant
Parties”). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock
Exchanges against our Promoters in the last five (5) FYs, including any outstanding action.
For the purpose of material litigation in (d) above, our Board in its meeting held on November 20, 2025 has
considered and adopted the following policy on materiality for identification of material outstanding litigation
involving the Relevant Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding
litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by
regulatory authorities and statutory authorities, will be considered material if:
(i) the omission of an event or information, whose value or the expected impact in terms of value exceeds
the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.:
a) two percent of turnover, as per the latest annual Restated Financial Information of the Company
i.e. ₹ 384.75 lakh; or
b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as
per the last annual Restated Financial Information of the Company ₹ 130.89 lakh; or
c) five percent of the average of absolute value of profit or loss after tax, as per the last three
annual Restated Financial Information of the Company i.e ₹ 71.38 lakh.
Accordingly, any transaction exceeding the lower of a, b or c above will be considered for the above
purpose;
(ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount
involved in individual litigation does not exceed the amount determined as per clause (i) above, and the
amount involved in all of such cases taken together exceeds the amount determined as per clause (i)
above; and
(iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which
would materially and adversely affect the operations or financial position of the Company.
In terms of the materiality policy above any litigations (apart from (a) criminal proceedings; (b) actions by
statutory or regulatory authorities and (c) claims relating to direct and indirect taxes), the monetary value of
which or the adverse impact resulting from such litigation exceeds ₹71.38 Lakhs shall be considered Material
Litigation.
It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise
decided by our Board, are not evaluated for materiality until such time that thse Relevant Parties are impleaded
as defendants in litigation proceedings before any judicial forum.
Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this
purpose, our Board has considered and adopted a policy of materiality for identification of material outstanding
dues to creditors by way of its resolution dated November 20, 2025. In terms of the materiality policy, creditors
of our Company to whom amounts outstanding dues to any creditor of our Company exceeding 5 % of the total
trade payables of the Company as per the latest Restated Financial Information of our Company disclosed in this
Draft Red Herring Prospectus, would be considered as material creditors. Details of outstanding dues to micro,
small and medium enterprises and other creditors separately giving details of number of cases and amount
involved, shall be uploaded and disclosed on the website of the Company as required under the SEBI ICDR
Regulations.
For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information
available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium
Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder, as amended, as
has been relied upon by the Statutory Auditors.
423Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus.
All terms defined in a particular litigation disclosure pertains to that litigation only.
I. Litigation involving our Company.
A. Litigation filed against our Company.
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Company.
1. Criminal proceedings
Nil
2. Material civil proceedings
i. Veegaland Developers Limited vs The State of Kerala and others – WP (C) 6692 of 2025
Veegaland Developers Limited (“Petitioner”) has filed a writ petition bearing number 6692 of 2025,
before the Hon’ble High Court of Kerala, Ernakulam (“Hon’ble Court”) under Article 226 of the
Constitution of India, against The State of Kerala (“Respondent 1”), Thrikkakara Municipality
(“Respondent 2”) and the Secretary of Thrikkakara Municipality (“Respondent 3”) (Respondent 1,
Respondent 2 and Respondent 3 hereinafter referred to as “Respondents”). The Petitioner purchased
land admeasuring 27.73 acres vide Sale Deed No. 1484/2012 dated May 26, 2012, for the purpose of
developing an apartment project named “Veegaland Springbell, Kakkanad”. Accordingly, a project was
devised and building plans were prepared to execute the same. Upon completion of the construction and
after obtaining the Building Permit on February 17, 2022, and the Occupancy Certificate on December
30, 2024, the Petitioner submitted returns in accordance with Rule 11 of the Kerala Municipality
(Property Tax, Service Cess and Surcharge) Rules, 2011. However, the said application was returned by
Respondent No. 3 under the heading “Return to Citizen,” stating that the Petitioner was liable to pay tax
for the entire building, including the car parking area. The Petitioner had also filed an application before
the Respondent seeking assessment under sub-rule (3) of the said Rules, which provides that the car
parking area should be excluded from the plinth area of the building. Nevertheless, the said request was
not accepted by the Respondent. Hence aggrieved by this, the Petitioner has filed the present petition and
prays before the Hon’ble Court to calls for the records reading to exhibit 12 (File tracking) and quash the
same by issuing a Writ of Certiorari, to declare that the demand of property tax for the car parking area
in respect of the Project “Veegaland Springbell, Kakkanad” by Respondent 2 and 3 is arbitrarily and
illegal. Further, to issue a Writ of Mandamus or any other Writ, Order or Direction directing the
Respondent 3 to consider and pass appropriate orders on representation submitted by Director (Projects
and Planning) of the Petitioner in compliance with Rule 3(3) of the Kerala Municipality (Property Tax,
Service Cess and Surcharge) Rules, 2011 and to pass any such order as the Hon’ble Court deems fit and
proper. The matter is currently pending, and the next date of hearing is yet to be notified.
ii. Veegaland Developers Limited vs Union of India and Others – WP (C) 27255 of 2025
424Veegaland Developers Limited (“Petitioner”) has filed a writ petition bearing number 27255 of 2025
before the Hon’ble High Court of Kerala, Ernakulam under Article 226 of the Constitution of India
against Union of India (“Respondent 1”), The Central Employees Provident Fund Commissioner
(“Respondent 2’), The Regional Provident Fund Commissioner ("Respondent 3”), the Enforcement
Officer (“Respondent 4”) and Kerala Building & Other Construction Workers Welfare Board
(“Respondent 5”) (Respondent 1, Respondent 2, Respondent 3, Respondent 4 and Respondent 5
hereinafter referred to as “Respondents”). The Petitioner is covered under the provisions of EPF & MP
Act 1952 and has been remitting benefits as envisaged under the said Act. Further, the Petitioner also
falls within the ambit of section 7 of The Building and Other Construction Workers (Regulation of
Employment and Conditions of Services) Act 1996 (“BOWC Act”) thereby making the workers
employed under the said Act eligible for benefits as envisaged under Act. However, Respondent 3 has
imposed liability on the Petitioner to remit contribution to its construction workers engaged by contractor
under the EPF Act. The same has been challenged by the Petitioner before the Hon’ble Court through a
writ petition bearing no. 1807/2016, whereby the Hon’ble court has passed directions for Respondent 3
to examine the provisions of the BOWC Act as the rules made are far more beneficial to the workers
than those made under the EPF Scheme. Pursuant to this, Respondent No. 3 issued an order stating that
while the BOCW Act addresses immediate welfare needs with short-term measures, the EPF Act offers
a more sustainable and long-term framework for worker protection. Consequently, the Petitioner has
been burdened with overlapping liabilities and challenges due to the arbitrary findings of the Respondent.
Hence, the Petitioner has filed the present Petition for interference of the Hon’ble Court and thereby
prays to issue a writ of certiorari or other appropriate writ or order quashing and setting aside the Exhibit-
P-4 order issued by the 3rd respondent along with a declaration that the BOCW Act will prevail over the
EPF Act in respect of building and construction workers defined under the BOCW Act, in the State of
Kerala. Further, to issue such other writ, order or direction as are deemed just and proper on the facts and
circumstances of the case and to stay the operation of the order passed by Respondent 3 as interim relief.
The matter is currently pending, and the next date of hearing is January 27, 2026.
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)^
Direct Tax 1 61.86
Indirect Tax Nil Nil
Total 1 61.86
^Rounded off to the closest decimal
Note:Income Tax demand bearing demand reference no. 2023202337240572035C, for Assessment Year 2023-2024, amounting to
₹61.86 Lakhs. However, Company has filed an appeal dated February 12, 2024 before the Commissioner of Income Tax (Appeals)
against the same.
II. Litigation involving our Directors (other than Promoters)
A. Litigation filed against our Directors (other than Promoters)
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Shine A.P. vs Baby Bahuleyan Bijoy Bahuleyan, and Binoy Bahuleyan - O. S. No. 300382/2021
Shine A.P. ("Plaintiff") has filed a suit for a right of way and injunction under Section 26 read with Order
VII of the Code of Civil Procedure, 1908, bearing registration no. 382 of 2021, against Baby Bahuleyan,
425Bijoy Bahuleyan, and Binoy Bahuleyan ("Defendants"). The suit seeks a declaratory decree establishing
an easement right by prescription and a permanent prohibitory injunction. The Plaintiff claims absolute
ownership of his residential property, which is situated to the south of the Defendants' land. He contends
that the sole access from his property to the public Ayyampillikkavu Road is a pathway measuring 1.5
meters in width and 50 meters in length, running along the western side of the Defendants' property. The
foundation of the Plaintiff's claim is that he and his predecessors have used this pathway openly,
peacefully, and without interruption as a matter of right for over 45 years, since 1975, thereby perfecting
a right of easement by prescription. The cause of action is stated to have arisen on March 22, 2021, when
the Defendants allegedly attempted to obstruct the pathway with the intention of constructing a wall, an
act presented as a direct threat to the Plaintiff's access. Consequently, the Plaintiff has prayed for a judicial
declaration of his easementary rights and a permanent injunction to restrain the Defendants from
obstructing or interfering with his use of the pathway. In their written statement, the Defendants have
comprehensively denied the Plaintiff's allegations, asserting that the suit is not maintainable. The matter
is currently pending adjudication, and the next date of hearing is February 19, 2026.
B. Litigation filed by our Directors (other than Promoters)
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
III. Litigation involving our Promoters
A. Litigation filed against our Promoters
1. Criminal proceedings
S. Aswakumar v. Kochouseph Chittilappilly – Contempt Case (Criminal) No. 2/2019
The Petitioner, S. Aswakumar, initiated proceedings by filing a Sanction Petition (No. 1/2019) before the
Advocate General of Kerala, seeking sanction to prosecute the Respondent, Kochouseph Chittilappilly,
for criminal contempt of court under Section 15 of the Contempt of Courts Act, 1971.The petition alleges
that the Respondent committed contempt by sending an open letter to the Chief Justice of the High Court
of Kerala, which was also published in the media. This letter contained certain remarks and allegations
against a sitting judge, Justice Devan Ramachandran, based on unverified media reports concerning the
proceedings in W.P.(C) No. 1107/2007. The Petitioner contends that this act was a deliberate attempt to
malign the judge, scandalise the court, and compel the judge to recuse himself from the case, thereby
amounting to "forum shopping and bench fixing. After conducting a hearing, the learned Advocate
General found a prima facie case of contempt and, by order dated June 25, 2019, granted sanction to the
Petitioner to initiate criminal contempt proceedings against the Respondent. Pursuant to this sanction,
the Petitioner has filed the present Contempt of Court Case (Criminal) before the Hon'ble High Court of
Kerala, where the matter is now pending adjudication.
2. Outstanding actions by regulatory and statutory authorities
426Nil
3. Material civil proceedings
Nil
4. Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters
in the last five financial years, including outstanding action
Nil
B. Litigation filed by our Promoters
1. Criminal proceedings
Kochouseph Chittilappilly vs Gladstone Philip - CC/1602472/2018,
Kochouseph Chittilappilly (“Complainant”) has filed a criminal complaint bearing no. 160472 of 2018
against Gladstone Philip (“Accused”) under Section 138 of the Negotiable Instruments Act, 1881, for
the dishonour of a cheque. The complainant states that he transferred ₹30.00 lakhs to the Accused
personal account as a financial partner for a bio-energy project proposed by the Accused. However, the
accused allegedly used the funds for personal purposes instead of for the project, to discharge this
liability, the accused issued two cheques to the complainant: one for ₹5.00 lakhs and another for ₹25.00
lakhs. While the first cheque was cleared, the second cheque for ₹25.00 lakhs bearing no. 113524 was
dishonoured March 20, 2018, with the reason cited as “funds insufficient”. The complainant subsequently
sent a legal notice on April 4, 2018, demanding payment, which was served on the Accused. As the
accused failed to pay the amount within the legally stipulated period, the Complainant filed the present
case, alleging that the accused has committed an offence punishable under the Act. The matter is still
pending. The next date of hearing is Jaunary 5, 2026.
2. Material civil proceedings
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹lakh)
Direct Tax 2* 11.31
Indirect Tax Nil Nil
Total 2* 11.31
*Income tax demand for the for our Promoter Kochouseph Thomas Chittilappilly amounting to ₹1,06,490 for the Assesment Year
2023 and ₹10,40,956/- for the Assesment Year 2023
IV. Litigation involving our Key Managerial Personnel and Senior Management (Other than Directors
and Promoters)
A. Litigation filed against our Key Managerial Personnel and Senior Management (Other than Directors
and Promoters)
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
B. Litigation filed by our Key Managerial Personnel and Senior Management (Other than Directors and
Promoters)
4271. Criminal proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹. lakhs)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
Outstanding dues to creditors
Our Board, in its meeting held on November 20, 2025 has considered and adopted the Materiality Policy.
In terms of the Materiality Policy, creditors of our Company, to whom an amount of Rs. 29.01 Lakh as
on the date of the latest period in the Restated Financial Information was outstanding, were considered
material creditors.
Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium
enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act,
2006), material creditors and other creditors, as at September 30, 2025 by our Company, are set out
below:
Type of creditors Number of creditors Amount involved
(in ₹ lakhs)
Material creditors – Other creditors 1 65.85
Material creditors - Micro, Small and Medium 2 127.80
Enterprises
Dues to Micro, Small and Medium Enterprises 12 50.69
Other creditors 66 255.93
Total 81 500.27
Note: Amount outstanding to creditors as on September 30, 2025 represent amount due and does not include unbilled
dues amounting to Rs. 79.86 lakhs.
The details pertaining to net outstanding dues towards our material creditors as on September 30, 2025
(along with the names and amounts involved for each such material creditor) are available on the website
of our Company at www.veegaland.in. It is clarified that such details available on our website do not
form a part of this Draft Red Herring Prospectus.
Material Developments
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Significant Developments after September 30, 2025” on page
375, there have not arisen, since the date of the last financial information disclosed in this Draft Red
Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our
operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay
our liabilities within the next 12 months.
428GOVERNMENT AND OTHER APPROVALS
We have set out below an indicative list of approvals obtained by our Company which are considered material
and necessary for the purpose of undertaking this Issue and carrying on our present business activities. In view
of these key approvals, our Company can undertake this Issue and its business activities. In addition, certain of
our key approvals may expire in the ordinary course of business and our Company will make applications to the
appropriate authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and in
the section “Risk Factors” on page 40, these material approvals are valid as of the date of this Draft Red Herring
Prospectus. For details in connection with the regulatory and legal framework within which we operate, see “Key
Regulations and Policies” on page 248.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to undertake its present business activities.
Following statement sets out the details of licenses, permissions and approvals obtained by the Company under
various central and state legislations for carrying out its business activities.
Our Company is in the process to submit necessary application(s) with all regulatory authorities for change of its
name in the approvals, licenses, registrations and permits issued to our Company
I. Material approvals obtained in relation to the Issue
(1) The Board of Directors has, pursuant to a resolution passed at its meeting held on November 20,2025,
authorized the Issue, subject to the approval of the shareholders of the Company under Section 62 of the
Companies Act, 2013 and approvals by such other authorities, as may be necessary.
(2) The shareholders of the Company have, pursuant to a special resolution passed in the shareholders
meeting held on November 22, 2025, authorized the Issue under Section 23 and 62(1)(c) of the
Companies Act, 2013, subject to approvals by such other authorities, as may be necessary.
II. Material approvals obtained by our Company in relation to our business and operations
Our Company has obtained the following material approvals to carry on our business and operations.
Some of these may expire in the ordinary course of business and applications for renewal of these
approvals are submitted in accordance with applicable procedures and requirements.
A. Incorporation details of our Company
a. Our Company was originally incorporated as a private limited company in the name of ‘Vintes Solutions
Private Limited’ vide Certificate of Incorporation dated August 10, 2007, issued by the Assistant
Registrar of Companies, Kerala and Lakshadweep.
b. Fresh Certificate of Incorporation dated October 22, 2010, issued to our Company by the RoC, pursuant
to change in name of our Company from ‘Vintes Solutions Private Limited’ to ‘Vintes Developers Private
Limited’ by the Assistant Registrar of Companies, Kerala and Lakshadweep.
c. Fresh Certificate of Incorporation dated August 11, 2011, issued to our Company by the RoC, pursuant
to change in name of our Company from ‘Vintes Developers Private Limited’ to ‘Veegaland Developers
Private Limited’ by the Registrar of Companies, Kerala and Lakshadweep.
d. Fresh Certificate of Incorporation dated November 6, 2025 issued to our Company by the RoC, pursuant
to the conversion of our Company from private limited to public limited and the ensuing change in the
name of our Company from ‘Veegaland Developers Private Limited’ to ‘Veegaland Developers Limited’
by the Registrar of Companies, Central Processing Centre.
B. Tax related approvals obtained by our Company
(a) Permanent account number AACCV5457F issued by the Income Tax Department under the Income Tax
429Act, 1961;
(b) Tax Deduction Account CHNV00914E issued by the Income Tax Department under the Income Tax
Act, 1961;
(c) Certificate of Registration issued under the provisions of Central Goods and Service Tax Act, 2017 in
the state of Kerala bearing no. 32AACCV5457F1ZF; and
(d) Professional Tax Enrolment and Registration certificate issued by the Kerala State Tax on Professions,
Trades, Callings and Employment Act, 1976
C. Regulatory & Labour / employment related approvals obtained by our Company:
(a) Registrations for employees’ provident fund bearing no. KRKCH0024115000 by the Employees’
Provident Fund Organization under the Employees Provident Fund and Miscellaneous Provisions Act,
1952.
(b) Registrations for employees’ insurance bearing no. 47000607820001009 issued by the Employees State
Insurance Corporation under the Employees State Insurance Act, 1948.
D. Key Business Related Approvals:
(a) Udyam registration certificate bearing no. UDYAM-KL-02-0014172 by Ministry of Micro, Small and
Medium Enterprises, Government of India.
(b) Shops and Establishment registration certificate bearing no. SH070220090055 issued by District
Executive Officer, Kerala Shops And Commercial Establishment Workers Welfare Board under the
Kerala Shops and Commercial Establishment Act, 1960
(c) In order to commence our developing projects in Kerala, our Company requires various approvals and/
or licenses under various applicable state and central laws, rules and regulations. These approvals and/
or licenses, inter alia, include licenses such as Building permits issued by the local municipalities,
Consent issued by the State Pollution Control Board, a no objection certificate from the fire department,
Airport Authority of India and the Navy, approvals from District Town Planning Officer and Ministry of
Environment, Forest and Climate Change,as applicable. We have obtained the necessary permits, licenses
and approvals from the appropriate regulatory and governing authorities as required to commence our
projects. We have also received Occupancy certificates for our completed projects.
(d) Registrations under the Real Estate (Regulation and Development) Act, 2016 from the Kerala Real Estate
Regulatory Authority
(e) Certificates of registrations under the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996 issued under the Kerala Building and Other
Construction Workers Act
(f) Certificate of registrations under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the
District Labour Officer (Enforcement), Ernakulam, Government of Kerala.
(g) Certificate of registrations under Inter State Migrant Workmen (Regulation of Employment and
conditions of Services Act, 1979 issued by the District Labour Officer (Enforcement), Ernakulam,
Government of Kerala.
(h) Kerala Shops And Commercial Establishment Workers Welfare Fund bearing number 0729030823,
issued by District Executive Officer, Kerala Shops And Commercial Establishment Workers Welfare
Board
(i) Legal Entity Identifier (LEI) code bearing registration number 894500LEXUP9D2QOOL87 issued by
430the Legal Entity Identifier India Limited
III. Material approvals or renewals for which applications are currently pending before relevant
authorities
Nil
IV. Material approvals expired and renewal yet to be applied for
Nil
V. Material approvals required but not obtained or applied for
Nil
VI. Intellectual Propertyx
As on the date of this Draft Red Herring Prospectus, our Company has registered the following trademark
with the Registrar of Trademarks under the Trademarks Act, 1999:
Date of Issue Particulars of the Trade Mark Trade Mark Class of
No. Registration
August 17, 2006 951530* 28
April 8, 2005 951531* 33
March 29, 2005 951532* 29
September 8, 2005 951533* 30
February 8, 2007 1371445* 41
January 6, 2011 1598936 9
January 6, 2011 1598937 16
January 6, 2011 1598938 35
January 6, 2011 1598939 42
September 2, 2016 2209588 36
431Date of Issue Particulars of the Trade Mark Trade Mark Class of
No. Registration
September 2, 2016 2209589 37
September 2, 2016 2209590 42
January 2, 2018 3545431 36
January 2, 2018 3545432 37
*The trademarks have been assigned to the Company by Wonderla Holidays Private Limited pursuant to a Deed of Assignment dated September 7, 2011, for a
full and final consideration of ₹30,00,000/-
VII. Pending Intellectual property related approvals Application
As on the date of this Draft Red Herring Prospectus, our Company has applied for the registration of the
following trademark with the Registrar of Trademarks under the Trademarks Act, 1999
Date of Particulars of the Application Class of Status
Application Mark Number Registration
May 9, 2017 3545433 42 Opposed
July 2, 2024 6507268 36 Formalities
chk pass
July 2, 2024 6507269 37 Formalities
chk pass
July 2, 2024 6507270 36 Formalities
chk pass
July 2, 2024 6507271 37 Formalities
chk pass
July 2, 2024 6507272 42 Formalities
chk pass
July 2, 2024 6507273 42 Formalities
chk pass
For risk associated with our intellectual property please see, “Risk Factors” on page 40.
432OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Our Board has approved the Issue pursuant to a resolution passed at their meeting held on November 20, 2025
and our Shareholders have approved the Fresh Issue pursuant to a special resolution passed pursuant to section 23
and section 62(1)(c) of the Companies Act, 2013 at the Extra-ordinary General Meeting held on November 22,
2025.
This Draft Red Herring Prospectus has been approved by our Board pursuant to their resolution dated December
30, 2025.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated [●] and [●], respectively.
Prohibition by the SEBI or other Governmental Authorities
Our Company, our Promoters, the other members of the Promoter Group and our Directors have not been
prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any
order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.
The companies with which our Promoters or Directors are or were associated as promoters, directors or persons
in control have not been debarred from accessing the capital markets under any order or direction passed by the
SEBI or any other authority.
Our Company, Promoters or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers.
Our Promoters or Directors have not been declared as fugitive economic offenders under section 12 of the Fugitive
Economic Offenders Act, 2018.
Directors associated with the securities market
None of our Directors, except Varriam Kandi Vijayakumar, who is the Chief Investment Strategist in Geojit
Investments Limited, are associated with the securities market in any manner and no outstanding action has been
initiated against them by the SEBI in the five years preceding the date of this Draft Red Herring Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoters and members of the Promoter Group (to the extent applicable to them) are in compliance
with the Companies (Significant Beneficial Owners) Rules, 2018, in relation to our Company, as of the date of
this Draft Red Herring Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 6(1) of the SEBI ICDR Regulations, as
disclosed below.
• Our Company has net tangible assets of at least ₹300 lakh, calculated on a restated basis, in each of the
preceding three Fiscals 2025, 2024 and 2023. As of March 31, 2025, Restated Monetary Assets of our
Company were ₹ 4,619.89 lakhs and the Restated net tangible assets were ₹ 6,544.39 lakhs. The Restated
Monetary Assets of our Company comes to 70.59% of our Restated net tangible assets and the same were
held towards Cash in hand, Balances with banks in current account (including debit balances in overdraft
account) and bank deposits all of which has been utilised in the ordinary course of our business during
the current financial year. Accordingly, in compliance with the proviso to Regulation 6(1)(a) of the SEBI
ICDR Regulations, our Company confirms that it has utilised the excess Restated monetary assets for
433business purposes.
In relation to our Restated net tangible assets which are held in Restated Monetary Assets:
Restated Monetary Assets (for this purpose) are considered as the sum of Cash in hand, Balances with
banks in current account (including debit balances in overdraft account) and bank deposits. These
balances include amounts deposited in designated bank accounts maintained for each project as per Real
Estate (Regulation and Development) Act, 2016) Rules (‘RERA Escrow Accounts’) that can be
withdrawn only based on an independent certification of the actual progress of the respective project;
and deposits pledged with banks as security against overdraft facility. All of these has been utilised in
the business during the current financial year. Details of the Restated Monetary Assets and Restated
Monetary Assets after considering first proviso to Regulation 6(1)(a) as at March 31, 2025, March 31,
2024 and March 31 2023 have been given below:
(₹ in lakhs, unless otherwise stated)
Sr. Particulars As at March 31, As at March 31, As at March 31,
No. 2025 2024 2023
1. Cash in hand 0.22 0.20 0.45
2. Balance with bank
3. On current account 3,367.30 806.67 693.83
4. On deposit account (excluding bank 300.85 2,113.78 1,857.32
deposits not considered as cash and
cash equivalent)
5. Bank deposits pledged as security 951.52 891.98 839.16
Restated Monetary Assets (A) 4,619.89 3,812.63 3,390.76
Less: Firm commitments as per first 3,190.69 534.27 215.87
proviso of Regulation 6(1)(a) -Balance in
RERA Escrow Account (Committed
Funds)
Restated Monetary Assets after 1,429.20 3,278.36 3,174.89
considering first proviso to Regulation
6(1)(a) for firm commitments (B)
Restated net tangible assets (C) 6,544.39 4,507.10 3,723.97
Restated Monetary Assets as per
proviso to Regulation 6(1)(a) as a % of
restated net tangible assets (B) / (C) 21.84% 72.74% 85.26%
The excess fund held in Restated monetary assets over fifty per cent of the Restated net tangible assets
has been utilised or firm commitments have been made to utilise such excess Restated monetary assets
in its business or project as per the eligibility requirements for an initial public offer prescribed in
Regulation 6(1)(a) of the SEBI ICDR Regulations.
• Our Company has an average operating profit of ₹1,500.00 lakh, calculated on a restated basis, during
the preceding three years (of 12 months each), i.e., Fiscals 2025, 2024 and 2023 with operating profit in
each of these preceding three years.
• Our Company has a net worth of at least ₹100.00 lakh, calculated on a restated basis in each of the
preceding three full years (of 12 months each), i.e., Fiscals 2025, 2024 and 2023; and
• Our Company has not changed its name in the last one year, the removal of the word ‘Private’ from the
name consequent to conversion to Public company has not been considered as change of name
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profit and net worth derived from the Restated Financial Information included in this Draft Red Herring
Prospectus as of, and for the three immediately preceding Financial Years are disclosed below.
Derived from the Restated Financial Information
434(₹ in lakhs, unless otherwise stated)
Particulars As of and for the Fiscals ended on March 31,
2025 2024 2023
Net tangible assets (A)(1) 6,544.39 4,507.10 3,723.97
Pre-tax operating profit (B)(2) 2,945.72 1,247.00 2,262.38
Net worth (C)(3) 6,544.39 4,507.10 3,723.97
Total monetary assets (D)(4) 4,619.89 3,812.63 3,390.76
Monetary assets as a percentage of the net tangible 70.59% 84.59% 91.05%
assets (D)/(A)
(1) Net tangible assets have been defined in Section 2(1)(gg) of the SEBI ICDR Regulations as the sum of all net assets of the Company,
excluding intangible assets as defined in Indian Accounting Standard (Ind AS) 38.
(2) Operating profit is profit before tax after excluding other income and finance cost.
(3) Net worth has been defined under Section 2(1)(hh) of the SEBI ICDR Regulations as 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.
(4) Monetary assets means sum of Cash in hand, Balances with banks in current account (including debit balances in overdraft account) and
bank deposits.
We are currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulation 6(1) of
the SEBI ICDR Regulations, to the extent applicable.
Our Company has operating profit in each of the Fiscals 2025, 2024 and 2023 as indicated in the table above. Our
average restated operating profit for Fiscals 2025, 2024 and 2023 is ₹ 2,151.70 lakh.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective Allottees to whom the Equity Shares will be Allotted shall not be less than 1,000, failing
which the entire application monies shall be refunded in accordance with the SEBI ICDR Regulations and
timelines specified under other applicable laws.
Our Company is in compliance with conditions specified in Regulations 5 and 7(1) of the SEBI ICDR Regulations
to the extent applicable and will ensure compliance with Regulation 7(2) of the SEBI ICDR Regulations, to the
extent applicable. The status of compliance of our Company with the conditions as specified under Regulations 5
and 7(1) of the SEBI ICDR Regulations are as follows:
(i) Our Company, the Promoters, and our 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;
(ii) Our Company, Promoters, members of the Promoter Group, and our Directors are not debarred from
accessing the capital markets by SEBI;
(iii) The companies with which our Promoter or Directors are associated as a promoter or director are not
debarred from accessing the capital markets by SEBI;
(iv) None of our Company, our Promoter or Directors is a Wilful Defaulter or Fraudulent Borrower;
(v) None of our Promoter or Directors have been declared as a Fugitive Economic Offender;
(vi) There are no outstanding convertible securities of our Company or any other rights to convert debentures,
loans or other instruments into, or which would entitle any person with any option to receive Equity
Shares of our Company as on the date of filing of this Draft Red Herring Prospectus;
(vii) Our Company along with Registrar to the Issue has entered into tripartite agreements dated February 28,
2025, and August 22, 2025, with NSDL and CDSL, respectively, for dematerialisation of the Equity
Shares;
(viii) The Equity Shares of our Company held by our Promoter, members of the Promoter Group, Directors,
Key Managerial Personnel, Senior Management, employees, QIBs, and entities regulated by the financial
435sector regulators (as defined under the SEBI ICDR Regulations), to the extent applicable, are in
dematerialised form;
(ix) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
filing of this Draft Red Herring Prospectus;
(x) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the
SEBI ICDR Regulations through verifiable means towards 75% of the stated means of finance;
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, CUMULATIVE CAPITAL PRIVATE
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI ICDR
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD
MANAGER ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLM, BEING CUMULATIVE CAPITAL PRIVATE LIMITED,
HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 30, 2025 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER
ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to
the Issue will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 32,
33(1) and 33(2) of the Companies Act, 2013.
Disclaimer from our Company, our Directors and the BRLM
Our Company, our Directors and the BRLM accept no responsibility for statements made in relation to our
Company or the Issue other than those confirmed by them in this Draft Red Herring Prospectus or in the
advertisements or any other material issued by or at our Company’s instance and placing reliance on any other
source of information, including our Company’s website, www.veegaland.com or any website of our Promoters,
any member of the Promoter Group, Group Company or affiliates of our Company, would be doing so at their
own risk.
All information, to the extent required in relation to the Issue, shall be made available by our Company and the
BRLM to the public and investors at large and no selective or additional information would be made available by
our Company and the BRLM for a section of the investors in any manner whatsoever including at road show
436presentations, in research or sales reports, at Bidding Centers or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters
and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and their respective
directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.
The BRLM and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company and our Group Company, and their respective directors
and officers, 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 their
respective group company, directors, officers, affiliates, associates or third parties, for which they have received,
and may in the future receive, compensation.
Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Equity Shares in the Issue shall,
under any circumstances, create any implication that there has been no change in the affairs of our Company since
the date of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time
subsequent to this date.
Disclaimer in Respect of Jurisdiction
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Kochi, Kerala,
India only.
Bidders eligible under Indian law to participate in the Issue
The Issue is being made in India to persons resident in India (who are competent to contract under the Indian
Contract Act, 1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate
bodies and societies registered under the applicable laws in India and authorized to invest in shares, domestic
Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-
operative banks (subject to RBI permission), systemically important NBFCs registered with the RBI or trusts
under applicable trust law and who are authorized under their constitution to hold and invest in equity shares,
insurance companies registered with the IRDAI, permitted provident funds and pension funds, National
Investment Fund, insurance funds set up and managed by the army, navy and air force of the Union of India,
insurance funds set up and managed by the Department of Posts, Government of India and to NBFC-SI, Eligible
FPIs, AIFs, FVCIs, Eligible NRIs and other eligible foreign investors, public financial institutions as specified in
Section 2(72) of the Companies Act, 2013, state industrial development corporations and registered multinational
and bilateral development financial institutions.
Bidders are advised to ensure that any Bid from them should not exceed investment limits or the maximum number
of Equity Shares that could be held by them under applicable law.
Certain persons outside India are restricted from participating in the Issue. For details, see “Restrictions on
Foreign Ownership of Indian Securities” on page 475.
Eligiblity and Transfer Restrictions
Invitations to subscribe to or purchase the Equity Shares offered in the Issue will be made only pursuant to the
Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Issue, which
comprises the Red Herring Prospectus and the preliminary international wrap for the Issue, if the recipient is
outside India. No person outside India is eligible to Bid for Equity Shares offered in the Issue unless that
person has received the preliminary offering memorandum for the Issue, which contains the selling
restrictions for the Issue outside India.
The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in
437any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with
the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Issue have not been
and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and
may not be offered or sold in 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. The Equity
Shares offered in the Issue are being offered and sold only outside the United States in “offshore transactions” as
defined in and in reliance on Regulation S.
Each purchaser of the Equity Shares offered in the Issue who does not receive a copy of the preliminary
offering memorandum shall be deemed to represent, warrant and acknowledge to and agree with our
Company and the members of the Syndicate that:
• It was outside the United States (as defined in Regulation S) at the time the Issue of the Equity Shares
was made to it and it was outside the United States (as defined in Regulation S) when its buy order for
the Equity Shares was originated.
• It did not purchase the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation
S).
• It bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in
the future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer,
sell or otherwise transfer the Equity Shares except in a transaction complying with Rule 903 or Rule 904
of Regulation S or pursuant to any other available exemption from registration under the U.S. Securities
Act.
• It 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, other than in
accordance with applicable laws.
• If it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole
investment discretion with respect to each such account and that it has full power to make the foregoing
representations, warranties, acknowledgements and agreements on behalf of each such account.
• If it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing
by each such managed account to subscribe to the Equity Shares for each managed account and to make
(and it hereby makes) the representations, warranties, acknowledgements and agreements herein for and
on behalf of each such account, reading the reference to “it” to include such accounts.
• It agrees to indemnify and hold the Company and the members of the Syndicate harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in
connection with any breach of these representations, warranties or agreements. It agrees that the
indemnity set forth in this paragraph shall survive the resale of the Equity Shares.
• It acknowledges that our Company, the Book Running Lead Manager, their respective affiliates and
others will rely upon the truth and accuracy of the foregoing acknowledgements, representationsand
agreements and agrees that, if any of such acknowledgements, representations and agreements deemed
to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company and the Book Running Lead Manager, and if it is acquiring any of such Equity
Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion
with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements onbehalf of such account.
Disclaimer Clause of the BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.
438Listing
The Equity Shares offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on
the BSE and NSE. Applications will be made to the Stock Exchanges for obtaining listing and trading permission
to deal in and for an official quotation of the Equity Shares being issued and sold in the Issue. [●] will be the
Designated Stock Exchange with which the Basis of Allotment will be finalized.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this
Draft Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the
completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock
Exchanges are taken within such time prescribed by the SEBI. If our Company does not allot Equity Shares
pursuant to the Issue within such timeline as prescribed by the SEBI, it shall repay without interest all monies
received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum
for the delayed period or such other rate prescribed by SEBI.
Consents
Consents in writing of our Directors, our Promoters, our Company Secretary and Compliance Officer, CFO,
SMPs, legal counsel to our Company, Bankers to our Company, the BRLM, Registrar to the Issue, and Statutory
Auditor, Practising Company Secretary, Advocates, independent architect in their respective capacities, have been
obtained, and such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. Further,
consents in writing of the Syndicate Members, Escrow Collection Bank(s)/ Refund Bank(s)/ Public Issue Account/
Sponsor Bank(s), Monitoring Agency to act in their respective capacities, will be obtained and filed along with a
copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents shall
not be withdrawn up to the time of delivery of the Red Herring Prospectus for filing with the RoC.
Experts to the Issue
Our Company has not obtained any expert opinions other than as disclosed below.
Our Company has received written consent dated November 28, 2025 from our Statutory Auditors, M/s Varma &
Varma, Chartered Accountants to include their name as required under section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in
respect of Examination Report dated November 20, 2025 on our Restated Financial Information and their report
dated December 26, 2025 on the Statement of Special Tax Benefits in this Draft Red Herring Prospectus and such
consent has not been withdrawn as on the date of filing of this Draft Red Herring Prospectus.
Our Company has received written consent dated November 28, 2025, from Binu Balakrishnan Architects,
Independent Architect, to include their name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent and in his capacity as the Independent Architect.
Our Company has received written consent dated December 24, 2025 from Himanshu Gajra, independent
Practicing Company Secretaries, to include their name as required under Section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in his capacity as the independent Practicing Company
Secretary
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate
entities during the last three years
As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiaries or associates.
Other than as disclosed in the section “Capital Structure” on page 106, our Company has not made any capital
issues during the three years preceding the date of this Draft Red Herring Prospectus.
439As on date of this Draft Red herring Prospectus, our Company does not have any listed group company or any
listed subsidiary or a listed associate entity.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
five years preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Details of Public or Rights Issues by our Company
Other than as disclosed in the section “Capital Structure” on page 106, our Company has not made public issues
or rights issues during the last five years.
Performance vis-à-vis objects – Details of Public or Rights Issues by listed subsidiaries/ listed Promoter of
our Company
Our Company does not have any subsidiaries or listed promoters.
440PRICE INFORMATION OF THE PAST ISSUES HANDLED BY CUMULATIVE CAPITAL PRIVATE LIMITED
1. Price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current
Financial Year) handled:
Sr. Issuer name Issue size (₹ Issue Listing date Opening price on +/- % change in +/- % change in closing +/- % change in closing
No. Lakhs) price (₹) listing date (₹) closing price, [+/- % price, [+/- % change in price, [+/- % change in
change in closing closing benchmark]- closing benchmark]-
benchmark]- 30th 90th 180th
calendar days from listing calendar days from listing calendar days from listing
Main Board
1 - - - - - - - -
SME
1 Pelatro Limited 5,598.00 200.00 September 24, 2024 275.00 49.60 98.78 70.45
[-5.80] [-9.07] [-9.98]
2 Agarwal Toughened Glass 6,263.57 108.00 December 5, 2024 135.00 18.56 -21.02 26.62
India Limited [-2.85] [-10.63] [0.03]
3 Patel Chem Specialities 5,880.00 84.00 August 1, 2025 110.00 11.26 9.15 -
Limited [-0.98] [5.46%]
4 Prodocs Solutions Limited 2,760.00 138.00 December 15, 2025 144.00 - - -
5 HRS Aluglaze Limited 5,091.84 96.00 December 18, 2025 126.00 - - -
The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the Designated Stock Exchange.
The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the previous trading day is considered for the computation.
We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate
the % change in closing price of the benchmark as on 30th, 90th and 180th day.
2. Summary statement of price information of past issues (during current Financial Year and the two Financial Years preceding the current Financial Year) handled:
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year no. of raised (₹ in as on 30th calendar days from as on 30th calendar days from on 180th calendar days from listing on 180th calendar days from listing
IPOs Lakhs) listing date listing date date date
Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25%- 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25%
50% 50% 50% 50%
2025-26 3 13,731.84 - - - - - 1 - - - - - -
2024-25 2 11,861.57 - - - - 1 1 - - - 1 1 -
2023-24 NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Note:
The information is as on the date of the DRHP.
The information for each of the financial years is based on issues listed during such financial year.Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the
above issues, data for same is not available.
441Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified in the SEBI circular dated January 10, 2012,
bearing reference number CIR/MIRSD/1/2012, please see the websites of the BRLM, as provided in the table
below.
S. No. Name of the BRLM Website
1. Cumulative Capital Private Limited www.cumulativecapital.group/investor-corner.aspx
Stock Market Data of Equity Shares
This being an initial public issue of Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as of the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available
for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Issue 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, to enable the investors to approach the Registrar to the Issue for redressal of their grievances.
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 application amount, delayed unblocking of amounts for non-allotted/partially-
allotted applications, for the stipulated period.
In the event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the BRLM
shall compensate the investors at the rate higher of ₹100/- per day or 15% per annum of the application amount,
in addition to the compensation paid by the respective SCSBs, for the period of such delay.
All Issue-related grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated
Intermediary to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form number,
Bidder DP ID, Client ID, UPI ID, PAN, date of the submission of Bid cum Application Form, address of the
Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where
the Bid cum Application Form was submitted by the Bidder.
Further, Bidders shall also enclose a copy of the Acknowledgment Slip or specify the application number duly
received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove.
All grievances relating to Bids submitted with Registered Brokers may be addressed to the Stock Exchanges with
a copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the
SCSBs and the Sponsor Banks for addressing any clarifications or grievances of ASBA Bidders.
Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission
or any acts of SCSBs or the Sponsor Banks 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 Issue in case of any
pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by
electronic mode.
Anchor Investors are required to address all grievances in relation to the Issue to the BRLM giving full details
442such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN,
date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead
Manager where the Bid cum Application Form was submitted by the Anchor Investor.
Disposal of Investor Grievances by our Company
Our Company has obtained authentication on the SCORES in terms of the SEBI circular no. CIR/OIAE/1/2014
dated December 18, 2014, the SEBI circular no. SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 2, 2019, the
SEBI circular no. SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and the SEBI circular no.
SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022, issued by SEBI in relation to redressal of
investor grievances through SCORES.
Our Company has also appointed Akshay Anand T S, Company Secretary of our Company, as the Compliance
Officer for the Issue. For details, see “General Information” on page 97.
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant
Designated Intermediary for the redressal of routine investor grievances seven days from the date of receipt of the
complaint.
In case of non-routine complaints and complaints where external agencies are involved, our Company will seek
to redress these complaints as expeditiously as possible.
Our Company has not received any investor grievance during the three years preceding the date of this Draft Red
Herring Prospectus and there are no investor complaints pending as of the date of this Draft Red Herring
Prospectus.
Our Company has constituted a Stakeholders’ Relationship Committee comprising, Varriam Kandi Vijayakumar
(Chairman); George Joseph , Bijoy Ambattu Bahuleyan and Kurian Thomas as members to review and redress
shareholder and investor grievances. See “Our Management–Committees of the Board–Stakeholders’
Relationship Committee” on page 280.
Disposal of investor grievances by listed group companies and listed subsidiary
As on date of this Draft Red herring Prospectus, our Company does not have any listed group company or any
listed subsidiary or a listed associate entity.
Exemption from complying with any provisions of securities laws granted by the SEBI
Our Company has not applied for or received any exemption from complying with any provisions of securities
laws from SEBI.
Other confirmations
No person connected with the Issue shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the Issue, except for fees or
commission for services rendered in relation to the Issue.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, Promoters, Promoter Group, Group Company, Key Managerial
Personnel and Directors.
There is no conflict of interest between the lessor of immovable properties and the Company, Promoters, Promoter
Group, Group Company, Key Managerial Personnel and Directors.
There has been no instance of issuance of equity shares in the past by the Company or entities forming part of the
Promoter Group to more than 49 or 200 investors in violation of:
1. Section 67(3) of Companies Act, 1956; or
2. Relevant section(s) of Companies Act, 2013, including Section 42 and the rules notified thereunder; or
3. The SEBI ICDR Regulations; or
4. The SEBI (Disclosure and Investor Protection) Guidelines, 2000, as applicable.
443SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being Allotted pursuant to the Issue shall be subject to the provisions of the Companies Act,
the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of
Association, the SEBI Listing Regulations, the terms of this Draft Red Herring Prospectus, the Red Herring
Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, the
CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to
laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the
RBI, the RoC and/or any other authorities, as in force on the date of the Issue and to the extent applicable or such
other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the
RoC and/or any other authorities while granting its approval for the Issue.
Ranking of the Equity Shares
The Equity Shares being Allotted and transferred pursuant to the Issue shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SCRA, the SCRR, our
Memorandum of Association and our Articles of Association and shall rank pari passu in all respects with the
existing Equity Shares, including in respect of the right to receive dividend and voting. The Allottees, upon
Allotment of Equity Shares, will be entitled to dividend and other corporate benefits, if any, declared by our
Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of the
Articles of Association” on page 476.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of
Companies Act, our Memorandum of Association, our Articles of Association and provisions of the SEBI Listing
Regulations and other applicable law. 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 Issue, for the entire year, in accordance
with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity
Shares and Terms of the Articles of Association” on pages 296 and 476, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹10/- and the price at the lower end of the Price Band is ₹[●] per Equity
Share (“Floor Price”) and at the higher end of the Price Band is ₹[●] per Equity Share (“Cap Price”). The Issue
Price is ₹[●] per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity Share.
The Issue Price, Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the
BRLM and advertised in all editions of [•], an English national daily newspaper, all editions of [•], a Hindi
national daily newspaper, and the [•] editions of [•], (a widely circulated Malayalam regional daily newspaper,
Malayalam being the regional language of Kerala, where our Registered office is located), each with wide
circulation, at least two Working Days prior to the Bid/Issue Opening Date and shall be made available to the
Stock Exchanges for the purpose of uploading 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 websites of the Stock Exchanges. The Issue Price shall be determined by our Company, in
consultation with the BRLM, after the Bid/Issue Closing Date, on the basis of assessment of market demand for
the Equity Shares issued by way of the Book Building Process.
At any given point of time, there shall be only one denomination of Equity Shares.
Compliance with Disclosure and Accounting Norms
Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to time.
444Rights of Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our 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 and e-voting, in accordance with the provisions of the
Companies Act;
• right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced;
• right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• right of free transferability, subject to applicable law; and
• such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the SEBI Listing Regulations, our Articles of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and
Terms of the Articles of Association” on page 476.
Allotment only in Dematerialized Form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialized form. The trading of the Equity Shares shall only be in the dematerialized segment
of the Stock Exchanges. In this context, the following agreements have been signed among our Company, the
respective Depositories and the Registrar to the Issue:
• tripartite agreement dated February 28, 2025, among our Company, NSDL and the Registrar to the Issue;
and
• tripartite agreement dated August 22, 2025, among our Company, CDSL and the Registrar to the Issue.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the
Issue will be only in dematerialized form in multiples of [●] Equity Shares subject to a minimum Allotment of
[●] Equity Shares. For details of basis of allotment, see “Issue Procedure” on page 455.
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 shall be deemed to hold the same as joint tenants with benefits of
survivorship.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Kochi, Kerala, India.
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.
Nomination Facility to Bidders
In accordance with Section 72 of the Companies Act, 2013 and the relevant rules notified thereunder, the Sole
Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom, in the event of
the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares
Allotted, if any, shall vest. 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
445death 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 varied by nominating any other person in place of
the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such
cancellation. 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 or to the registrar and transfer agents
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:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder would prevail. If the Bidders wish to change the nomination, they are requested to inform their
respective Depository Participant.
Bid/Issue Programme
BID/ISSUE OPENS ON [●](1)
BID/ISSUE CLOSES ON [●](2)
(1) Our Company may, in consultation with the BRLM, consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period
shall be [●], i.e., one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations.
(2) The UPI mandate end time and date shall be 5:00 p.m. on the Bid /Issue Closing Date.
An indicative timetable in respect of the Issue is disclosed below.
Event Indicative Date
Finalization of Basis of Allotment with the Designated Stock Exchange [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from [●]
ASBA*
Allotment of Equity Shares/ Credit of Equity Shares to dematerialized [●]
accounts of Allottees
Commencement of trading of the Equity Shares on the Stock Exchanges [●]
*In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two
Working Days from the Bid/Issue Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform
rate of ₹100 per day or 15 % per annum of the 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/Issue 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/Issue 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 the Company with the SCSBs and relevant intermediaries, to the extent applicable.
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.
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation on our Company or the BRLM.
446While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days
from the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI are taken, the
timetable may be extended due to various factors, such as extension of the Bid/Issue Period by our
Company, in consultation with the BRLM, revision of the Price Band or any delay in receiving the final
listing and trading approval from the Stock Exchanges. 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.
Any circulars or notifications from the SEBI after the date of this Draft Red Herring Prospectus may result
in changes to the above-mentioned timelines. Further, the issue procedure is subject to change to any
revised circulars issued by the SEBI to this effect.
SEBI, through the SEBI ICDR Master Circular, has reduced the post issue timeline for initial public offerings.
The revised timeline of T+3 days has been made applicable mandatorily for all public issues opening on or after
December 1, 2023. Accordingly, the Issue will be made under UPI Phase III on a mandatory T+3 days listing
basis, subject to the timing of the Issue and any circulars, clarification or notification issued by the SEBI from
time to time, including with respect to the SEBI ICDR Master Circular.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will be required to submit reports of compliance
with listing timelines and activities prescribed by the SEBI in connection with the allotment and listing procedure
within three Working Days from the Bid/ Issue Closing Date, identifying non-adherence to timelines and
processes and an analysis of entities responsible for the delay and the reasons associated with it.
Submission of Bids (Other than Bids from Anchor Investors)
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Issue Closing Date*
Submission of electronic applications (online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For RIBs
Submission of electronic application (bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through online channels like internet banking, mobile
banking and syndicate ASBA applications through UPI
as a payment mechanism where Bid Amount is up to
₹500,000/-)
Submission of electronic applications (syndicate non- Only between 10.00 a.m. and up to 3.00 p.m. IST
retail, non-individual applications of QIBs and NIBs)
Submission of physical applications (direct bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of physical applications (syndicate non- Only between 10.00 a.m. and up to 12.00 p.m. IST
retail, non-individual applications where Bid Amount is
more than ₹500,000/-)
Modification/Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. and up to 4.00 p.m. IST on
Bidders categories# Bid/ Issue Closing Date
Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. IST
of Bids by RIBs
*UPI mandate end time and date shall be at 5 p.m. on the Bid/Issue Closing Date.
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders.
On the Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received from Retail Individual Bidders after taking into account the total number of Bids received and as reported
447by the BRLM to the Stock Exchanges.
The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on
a daily basis within 60 minutes of the Bid closure time from the Bid/Issue Opening Date until the Bid/Issue
Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by
the closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily basis.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account,
as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Issue Closing Date and in any case no later than 1:00 p.m. IST on the
Bid/Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned
that, in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced
in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be
uploaded will not be considered for allocation under the Issue. Bids and any revision in Bids will be accepted only
during Working Days during the Bid/Issue Period and revision shall not be accepted on Saturdays, Sundays and
public holidays. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange
Platform during the Bid/Issue Period till 5.00 pm on the Bid/Issue Closing Date after which the Stock Exchange(s)
send the Bid information to the Registrar to the Issue for further processing. Further, 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/bank
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. None among our Company or any
member of the Syndicate is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware
system or otherwise; and (ii) the blocking of Bid Amount in the ASBA Account on receipt of instructions from
the Sponsor Bank on account of any errors, omissions or non-compliance by various parties involved in, or any
other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid
cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may
be taken as the final data for the purpose of Allotment.
To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
Our Company, in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Issue
Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall
not be less than the face value of the Equity Shares. Further, the Cap price shall be at least 105% of the Floor
Price. The revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or
down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall
not be less than the face value of the Equity Shares.
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our
Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid/Issue
Period for a minimum of one Working Day, subject to the Bid/Issue Period not exceeding 10 Working
Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the respective websites of the BRLM and the terminals of the Syndicate Members and by
intimation to SCSBs, other Designated Intermediaries and the Sponsor Banks, as applicable.
Minimum Subscription
If our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue on the Bid/Issue Closing
Date; and (ii) minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR, including through
448devolvement of Underwriters, if any, in accordance with applicable laws, 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 the prescribed time, our Company, its Directors who are officers in default shall pay
interest at the rate prescribed under the Companies Act, 2013, the SEBI ICDR Regulations, SEBI ICDR Master
Circular and other applicable law.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective Allottees to whom the Equity Shares will be Allotted shall be not less than 1,000, failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our
Company shall be liable to pay interest on the application money in accordance with applicable laws.
Arrangements for Disposal of Odd Lots
Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Issue.
Restrictions on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Issue Equity Share capital of our Company, lock-in of the Promoters’
contribution and the Anchor Investor lock-in as provided in “Capital Structure” on page 106 and as provided
under our Articles of Association, there are no restrictions on transfer of Equity Shares. Further, there are no
restrictions on the transmission of Equity Shares and on their consolidation/splitting, except as provided in our
Articles of Association. For details, see “Description of Equity Shares and Terms of the Articles of Association”
on page 476.
449ISSUE STRUCTURE
Initial public offering of up to [●] Equity Shares of face value of ₹10/- each for cash at a price of ₹[●] per Equity
Share (including a share premium of ₹[●] per Equity Share) aggregating up to ₹25,000.00 lakh. The Issue will
constitute [●] % of the post-issue paid-up Equity Share capital of our Company.
The face value of our Equity Shares is ₹10/- each.
In terms of Rule 19(2)(b) of the SCRR, the Issue is being made through the Book Building Process and in
compliance with Regulation 6(1) and Regulation 32(1) of the SEBI ICDR Regulations.
Particulars QIBs(3)(4)(5) Non-Institutional Retail Individual
Bidders(5) Bidders(5)
Number of Equity Shares Not more than [●] Not less than [●] Equity Not less than [●]
available for Equity Shares of face Shares of face value ₹10/- Equity Shares of
Allotment/allocation(1) value ₹10/- each each available for allocation face value ₹10/-
or the Issue less allocation each available for
to QIB Bidders and RIBs allocation or
Issue less
allocation to QIB
Bidders and Non-
Institutional
Bidders
Percentage of Issue Size Not more than 50.00% Not less than 15.00% of the Not less than
available for allocation of the Issue being Issue, subject to the 35.00% of the
available for following: Issue.
allocation to QIB
Bidders. (i) one-third of the portion
available to Non-
However, up to 5.00% Institutional Bidders shall be
of the Net QIB Portion reserved for applicants with
shall be available for an application size of more
allocation on a than ₹ 2.00 lakh and up to
proportionate basis to ₹10.00 lakh; and
Mutual Funds only.
Mutual Funds (ii) two-thirds of the portion
participating in the available to Non-
Mutual Fund Portion Institutional Bidders shall be
will also be eligible for reserved for applicants with
allocation in the application size of more than
remaining QIB ₹10,00,000/-.
Portion. The
unsubscribed portion Provided that the
in the Mutual Fund unsubscribed portion in
Portion will be either of the sub-categories
available for specified above may be
allocation to other allocated to applicants in
QIBs in the remaining the other sub-category of
Net QIB Portion. Non-Institutional Bidders
Basis of Allotment Proportionate as The allotment to
/allocation if respective follows (excluding the (a) One-third of the Non- each RIB shall
category is oversubscribed Anchor Investor Institutional Portion shall not be less than
Portion): be reserved for Bidders the minimum Bid
with application size of Lot, subject to
(a) Up to [●] Equity more than ₹ 2.00 lakh and availability of
Shares of face up to ₹ 10.00 lakh; and (b) Equity Shares in
value of ₹10/- two-thirds of the Non- the Retail Portion
450Particulars QIBs(3)(4)(5) Non-Institutional Retail Individual
Bidders(5) Bidders(5)
each shall be Institutional Portion shall and the
available for be reserved for Bidders remaining
allocation on a with application size of available Equity
proportionate more than ₹ 10.00 lakh, Shares if any,
basis to Mutual provided that the shall be allotted
Funds only; unsubscribed portion in on a
(b) Up to [●] Equity either of such sub- proportionate
Shares of face categories may be allocated basis. For further
value of ₹10/- to Bidders in the other sub- details, see
each shall be category of Non- “Issue
available for Institutional Bidders. For Procedure” on
allocation on a further details, see “Issue page 455.
proportionate Procedure” on page 455.
basis to Life
Insurance
Companies and
Pension Funds;
and
(c) Balance [●]
Equity Shares of
face value of ₹10/-
each shall be
available for
allocation on a
proportionate
basis to all QIBs,
including Mutual
Funds, Life
Insurance
Companies and
Pension Funds
receiving
allocation as per
(a) above
Up to [●] Equity Shares
of face value ₹10/- each
may be allocated on a
discretionary basis to
Anchor Investors of
which 40% shall be
reserved as follows: (i)
33.33% for domestic
Mutual Funds; and (ii)
6.67% for Life
Insurance Companies
and Pension Funds,
subject to valid Bid
received from Mutual
Funds, Life Insurance
Companies and Pension
Funds at or above the
Anchor Investor
Allocation Price.(4)
Mode of Bidding(2) Only through the ASBA process (including the UPI Mechanism, as
451Particulars QIBs(3)(4)(5) Non-Institutional Retail Individual
Bidders(5) Bidders(5)
applicable) (except for Anchor Investors)
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 ₹ 5.00 lakh, shall use
UPI. Individual investors bidding under the Non-Institutional Portion
bidding for more than ₹ 2.00 lakh and up to ₹ 5.00 lakh shall be required to
use the UPI Mechanism
Minimum Bid Such number of Such number of Equity [●] Equity Shares
Equity Shares and in Shares and in multiples of face value ₹10/-
multiples of [●] [●] Equity Shares of face each and in
Equity Shares of face value ₹10/- each that the Bid multiples of [●]
value ₹10/- each that Amount exceeds ₹ 2.00 Equity Shares of
the Bid Amount lakh face value ₹10/-
exceeds ₹ 2.00 lakh each thereafter
Maximum Bid Such number of Such number of Equity Such number of
Equity Shares in Shares in multiples of [●] Equity Shares in
multiples of [●] Equity Shares of face value multiples of [●]
Equity Shares of face ₹10/- each not exceeding the Equity Shares of
value ₹10/- each not size of the Issue (excluding face value ₹10/-
exceeding the size of the QIB Portion), subject to each so that the
the Issue, (excluding applicable limits to Bidder Bid Amount does
the Anchor Portion) not exceed ₹ 2.00
subject to applicable lakh
limits to each Bidder
Bid Lot [●] Equity Shares of face value ₹10/- each and in multiples of [●] Equity
Shares thereafter
Allotment Lot [●] Equity Shares of [●] Equity Shares of face [●] Equity Shares
face value ₹10/- each value ₹10/- each and in of face value ₹10/-
and in multiples of one multiples of one Equity each and in
Equity Share thereafter Share thereafter subject to multiples of one
availability in the Non- Equity Share
Institutional Portion. thereafter subject
However, allotment shall not to availability in
be less than the minimum the Retail Portion
Non-Institutional application
size
Trading Lot One Equity Share
Mode of Allotment Compulsory in dematerialized form
Who can apply(6) Public financial Resident Indian individuals, Resident Indian
institutions as Eligible NRIs, HUFs (in the individuals,
specified in Section name of karta), companies, Eligible NRIs
2(72) of the corporate bodies, scientific and HUFs (in the
Companies Act 2013, institutions, societies, trusts name of karta).
scheduled commercial and any individuals,
banks, mutual funds corporate bodies and family
registered with SEBI, offices including FPIs
eligible FPIs (other which are individuals,
than individuals, corporate bodies and family
corporate bodies and offices which are re-
family offices), VCFs, categorized as Category II
AIFs, FVCIs FPIs and registered with
registered with the SEBI.
SEBI, multilateral and
bilateral development
452Particulars QIBs(3)(4)(5) Non-Institutional Retail Individual
Bidders(5) Bidders(5)
financial institutions,
state industrial
development
corporation, insurance
company registered
with IRDAI, provident
fund with minimum
corpus of ₹2,500.00/-
lakh, pension fund
with minimum corpus
of ₹2,500.00/- lakh
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
Government,
insurance funds set up
and managed by army,
navy or air force of the
Union of India,
insurance funds set up
and managed by the
Department of Posts,
India and Systemically
Important NBFCs.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the
Anchor Investors at the time of submission of their Bids(7)
In case of other Bidders: Full Bid Amount shall be blocked by the SCSBs
in the bank account of the ASBA Bidder (other than Anchor Investors) or by
the Sponsor Banks through the UPI Mechanism (for RIBs or individual
investors Bidding under the Non-Institutional Portion for an amount of more
than ₹ 2.00 lakh and up to ₹ 5.00 lakh) that is specified in the ASBA Form
at the time of submission of the ASBA Form.
(1) Assuming full subscription in the Issue.
(2) Pursuant to the SEBI ICDR Master Circular, the SEBI has mandated that ASBA applications in the Issue will be processed only after
the Bid Amounts are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall, for all categories of investors
and all modes through which the Applications are processed, accept ASBA Forms in their electronic book building platform only
with a mandatory confirmation on the Bid Amounts blocked.
(3) The Issue is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations,
wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to QIBs. Such number of Equity
Shares representing 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The
remainder of the QIB Portion shall be available for allocation on a proportionate basis to QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate
demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual
Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of
the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue
shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from
them at or above the Issue Price.
(4) Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
453basis, in accordance with SEBI ICDR Regulations. 40% of the Anchor Investor Portion shall be reserved as follows: (i) 33.33% for
domestic Mutual Funds; and (ii) 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, which price
shall be determined by our Company in consultation with the BRLM. In case the aggregate demand from Life Insurance Companies
and Pension Funds is less than 6.67%, the remaining Equity Shares will be added to the portion allocated to domestic Mutual Funds,
in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-Allotment in the Anchor Investor Portion,
the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For further details, see “Issue
Procedure” on page 455.
(5) Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or the
Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of
our Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange, on a proportionate basis.
However, undersubscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a
combination of categories. For further details, see “Terms of the Issue” on page 444.
(6) If the Bid is submitted in joint names, 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 depository account held in joint names. The signature of only the First Bidder would be
required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders.
Bidders will be required to confirm and will be deemed to have represented to our Company, the members of the Syndicate, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations,
guidelines and approvals to acquire the Equity Shares.
(7) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor Investors at the time of
submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and
the Anchor Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. In case the Issue Price
is lower than the Anchor Investor Allocation Price, the amount in excess of the Issue Price paid by the Anchor Investors shall not be
refunded to them.
Under-subscription, if any, in any category except the QIB Portion, would be met with spill-over from the other
categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
454ISSUE PROCEDURE
All Bidders should read the General Information Document for Investing in Public Offers 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, 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 also available on the websites of the Stock Exchanges
and the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable
to the Issue, including in relation to the process for Bids through the UPI Mechanism.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) Issuance of CAN and Allotment in the Issue; (vi)
general instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of
Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and
instances when an application would be rejected on technical grounds); (ix) applicable provisions of the
Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making refunds; (xi)
Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in Allotment or refund.
The SEBI by the SEBI ICDR Master Circular, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. Further, SEBI
by the SEBI ICDR Master Circular, has introduced certain additional measures for streamlining the process of
initial public offers and redressing investor grievances. The provisions of these circulars are deemed to form part
of this Draft Red Herring Prospectus. Furthermore, pursuant to the SEBI ICDR Master Circular, all individual
bidders in initial public offerings whose application sizes are up to ₹5.00 lakh shall use the UPI Mechanism.
Pursuant to the SEBI ICDR Master Circular, the time period for listing of equity shares pursuant to a public issue
has been reduced from six Working Days to three Working Days, and as a result, the final reduced timeline of
T+3 days has been made effective using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”).
Accordingly, subject to any circulars, clarification or notification issued by the SEBI from time to time, this Issue
will be undertaken pursuant to the processes and procedures prescribed under UPI Phase III, subject to any
circulars, clarifications or notifications which may be issued by the SEBI.
Pursuant to the SEBI ICDR Master Circular, applications made using the ASBA facility in initial public offerings
shall be processed by the Registrar along with the SCSBs only after application monies are blocked in the bank
accounts of investors (all categories). Accordingly, Stock Exchanges shall, for all categories of investors and
other reserved categories 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.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in the SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the
intermediaries involved in the public issuance process and lead managers shall continue to coordinate with
intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts
(including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Issue Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100/- per day or 15% per annum of the application
amount for the entire duration of delay exceeding two Working Days from the Bid/Issue Closing Date by the
intermediary responsible for causing such delay in unblocking.
SEBI pursuant to the SEBI ICDR Master Circular has introduced the disclosure of audiovisual presentation of
disclosures made in offer documents. Pursuant to the SEBI ICDR Master Circular, investors are advised not to
rely on any other document, content or information provided in respect to the public issue on the internet/online
websites/social media platforms/micro-blogging platforms by finfluencers. Further, investors are advised to rely
only on the information contained in the issue document and price band advertisement for making investment
decision.
455The information herein is subject to amendment/modification/change after the date of this Draft Red Herring
Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted
in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus and
the Prospectus.
Further, our Company and the Members of the Syndicate are not liable for any adverse occurrence consequent
to the implementation of the UPI Mechanism for application in the Issue.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
Book Building Procedure
The Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulations 31 and 32(1) of the SEBI
ICDR Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to
QIBs, provided that our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which 40% shall be
reserved as follows: (i) 33.33% for domestic Mutual Funds; and (ii) 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 Issue Price. In case the aggregate demand from Life Insurance
Companies and Pension Funds is less than 6.67%, the remaining Equity Shares will be added to the portion
allocated to domestic Mutual Funds, in accordance with the SEBI ICDR Regulations In the event of under-
subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the
Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis
only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation
on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation
to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one-third of such
portion shall be reserved for applicants with application size of more than ₹ 2.00 lakh and up to ₹ 10.00 lakh; and
(b) two-third of such portion shall be reserved for applicants with application size of more than ₹10.00 lakh,
provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other
sub-category of Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to
RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue
Price.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill over from any other category or combination of
categories of Bidders at the discretion of our Company, in consultation with the BRLM and the Designated Stock
Exchange subject to receipt of valid Bids received at or above the Issue Price. Under-subscription, if any, in the
QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of
categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
All potential Bidders (except Anchor Investors) are required to mandatorily utilize the ASBA process providing
details of their respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the
corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be
treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares
in physical form. However, they may get their Equity Shares rematerialized subsequent to Allotment of the
Equity Shares in the Issue, subject to applicable laws.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020 and the press releases dated June 25, 2021, September
45617, 2021, March 30, 2022 and March 28, 2023.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. The SEBI, through the SEBI ICDR
Master Circular, has reduced the time period for listing of equity shares pursuant to a public issue from six
Working Days to three Working Days. This Issue will be undertaken pursuant to the processes and procedures
prescribed under UPI Phase III, subject to any circulars, clarifications or notifications which may be issued by the
SEBI.
The Issue will be advertised in all editions of [●], a widely circulated English national daily newspaper and in all
editions of [●], a widely circulated Hindi national daily newspaper and [•] editions of [•], (a widely circulated
Malayalam regional daily newspaper, Malayalam being the regional language of Kerala, where our Registered
office is located) each with wide circulation on or prior to the Bid/Issue Opening Date and such advertisement
shall also be made available to the Stock Exchanges for the purpose of uploading on their websites.
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 SCSBs as the Sponsor Bank(s) to act as conduits between
the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the
UPI Bidders.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 2.00 lakh and up to ₹
5.00 lakh 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 ICDR Master Circular, SEBI has set out specific requirements for redressal of investor
grievances for applications that have been made through the UPI Mechanism. The requirements of the SEBI ICDR
Master Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the
requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for
the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank
accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of
Allotment is finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalized under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post–Issue BRLM will be required to compensate the concerned
investor.
All SCSBs offering the facility of making applications in public issues shall also provide the facility to make
applications using UPI. Our Company will be required to appoint Sponsor Banks to act as conduits between the
Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI
Bidders using the UPI.
Further, pursuant to the SEBI ICDR Master Circular, all individual investors applying in public issues where the
application amount is up to ₹ 5.00 lakh shall use UPI and shall also provide their UPI ID in the Bid cum
Application Form submitted with any of the entities mentioned herein below:
a) a syndicate member;
b) a stock broker recognised with a registered stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity);
c) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for
this activity);
d) 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)
457For further details, refer to the “General Information Document” available on the websites of the Stock Exchanges
and the BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at the Bidding Centers and our Registered Office. An electronic copy
of the Bid cum Application Form will also be available for download on the websites of NSE (www.nseindia.com)
and BSE (www.bseindia.com) at least one day prior to the Bid/Issue Opening Date.
For Anchor Investors, 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 Issue only through the ASBA
process. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
UPI Bidders using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid
cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be
rejected.
ASBA Bidders (other than UPI Bidders using UPI Mechanism) must provide bank account details and
authorization to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details are liable to be rejected. The ASBA Bidders shall ensure
that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as
the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account
of the Bidder pursuant to the SEBI ICDR Master Circular.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit
their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate Members, Registered
Brokers, RTAs or CDPs. RIBs authorizing an SCSB to block the Bid Amount in the ASBA Account may submit
their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit
balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Banks,
as applicable at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are
required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked including details
as prescribed in the SEBI ICDR Master Circular.
Since the Issue is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in
the manner below:
(i) RIBs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as
applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers.
(ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-
Syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
(iii) QIBs and NIBs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate,
Sub-Syndicate members, Registered Brokers, RTAs or CDPs.
As specified in the SEBI ICDR Master Circular, all the ASBA applications in public issues shall be processed
only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the
ASBA applications in their electronic book building platform only with a mandatory confirmation on the
application monies blocked. The circular shall be applicable for all categories of investors viz. RIB, QIB and NIB
and also for all modes through which the applications are processed.
458The prescribed color of the Bid cum Application Form for the various categories is as disclosed below.
Category Color 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, FVCIs, FPIs, registered multilateral and [●]
bilateral development financial institutions applying on a repatriation basis
Anchor Investors [●]
* Excluding electronic Bid cum Application Form
Notes:
(1) Electronic Bid Cum Application Forms and the Abridged Prospectus will also be available for download on the website of the
NSE (www.nseindia.com) and the BSE (www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM.
In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the
electronic bidding system of the Stock Exchanges. For ASBA Forms (other than through UPI Mechanism)
Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow
Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID)
with the Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate the UPI Mandate Request
to UPI Bidders for blocking of funds. The Sponsor Banks shall initiate request for blocking of funds through
NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every bid
entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (using the UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Banks, NPCI or the
Bankers to the Issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the
audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the bankers to an issue. The
BRLM shall also be required to obtain the audit trail from the Sponsor Banks and the Banker to the Issue for
analyzing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts
as specified in the SEBI ICDR Master Circular.
Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022
with reference no. 20220722-30, has mandated that trading members, Syndicate Members, RTA and Depository
Participants shall submit Syndicate ASBA bids above ₹5.00 lakh and NIB and QIB bids above ₹2.00 lakh through
SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Issue Closing Date
(“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate
Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off
Time shall lapse. Further, pursuant to the NSE circular dated August 3, 2022 with reference no. 25/ 2022, 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. Further, bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular
bidding period up to 5:00 p.m. on the Bid/Issue Closing Date.
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 on compliance with the UPI Circulars.
The Sponsor Banks 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 Banks will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format
and within the timelines as specified under the UPI Circulars. Sponsor Banks 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
459reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and
Sponsor Banks on a continuous basis.
The Sponsor Banks shall host a web portals for intermediaries (closed user group) from the date of Bid/Issue
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 Issue Bidding process.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities for
Book Building on a regular basis before the closure of the Issue.
b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids until such time as
may be permitted by the Stock Exchanges and as disclosed in this Draft 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 p.m. for Retail Individual Bidders and 4:00 p.m. for
NIB and QIB on the Bid/Issue Closing Date to modify select fields uploaded in the Stock Exchange
Platform during the Bid/Issue Period after which the Stock Exchange(s) send the Bid information to the
Registrar to the Issue for further processing.
d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their
bids.
Participation by the Promoters, the members of the Promoter Group, the BRLM, the Syndicate Members
and persons related to Promoters/the members of the Promoter Group/the BRLM
The BRLM and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLM
and the Syndicate Members may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-
Institutional Portion, as may be applicable to such Bidders, and such subscription may be on their own account or
on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLM
and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the BRLM nor any associate of the BRLM can apply in the Issue under the Anchor
Investor Portion:
(i) mutual funds sponsored by entities which are associates of the BRLM;
(ii) insurance companies promoted by entities which are associates of the BRLM;
(iii) AIFs sponsored by the entities which are associates of the BRLM;
(iv) FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLM; or
(v) pension funds sponsored by entities which are associates of the BRLM
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, among the Anchor Investor and the
BRLM.
Further our Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in
the Issue.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person
related to our Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the
members of the Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
460Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right
to reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which 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 HUFs
Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The Bidder
should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application
Form as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where
XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from
individuals.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should
authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate
Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External
(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding
on a non-repatriation basis by using Resident Forms should authorize their SCSB (if they are Bidding directly
through SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI
Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the
submission of the Bid cum Application Form. Participation of Eligible NRIs in the Issue shall be subject to the
FEMA NDI Rules.
In accordance with the FEMA NDI Rules, the total holding by any individual NRI, on a repatriation basis, shall
not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up
value of each series of debentures or preference shares or share warrants issued by an Indian company and the
total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant, provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in color). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in color).
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the
Issue, provided the UPI facility is enabled for their NRE/ NRO accounts.
NRIs applying in the Issue using UPI Mechanism are advised to enquire with the relevant bank whether their bank
account is UPI linked prior to making such application. For details of investment by NRIs, see “Restrictions on
461Foreign Ownership of Indian Securities” on page 475.
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
the same multiple entities having common ownership directly or indirectly of more than 50% or common control)
must be below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA Non-debt Instruments
Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian
company as prescribed in the FEMA Non-debt Instruments Rules with respect to its paid-up equity capital on a
fully diluted basis. Currently, the applicable limit with respect to our Company is 100%.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate
of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form,
failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to
participate in the Issue are advised to use the Bid cum Application Form for Non-Residents ([●] in colour).
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs
shall be included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things
done or omitted to be done before such supersession. FPIs are permitted to participate in the Issue subject to
compliance with conditions and restrictions which may be specified by the Government from time to time.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Issue to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
(ii) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which utilise the multi investment manager structure in accordance with the SEBI master circular
bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, submitted with the same
PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids
(“MIM Bids”). FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected,
except for Bids from FPIs that utilise the multi investment manager structure in accordance with the Operational
FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM
Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are required to
submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In
the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected.
462Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM
Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore
derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative
investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI
registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment
scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi)
Government and Government related investors registered as Category 1 FPIs; and (vii) Entities registered as
Collective Investment Scheme having multiple share classes.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Issue size and/or investment limit or maximum number of the Equity Shares that
can be held under applicable laws or regulations or maximum amount permissible under applicable laws or
regulations, or under the terms of this Draft Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control)
(collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a
fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through
the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary
derivative instruments) for 10% or more of our total paid-up post Issue Equity Share capital shall be liable to be
rejected.
Bids by SEBI-registered AIFs, VCFs and FVCIs
Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA NDI Rules. The SEBI FVCI
Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations
have since been repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated
by such regulations until the existing fund or scheme managed by the fund is wound up. FVCIs can invest only
up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF and
Category II AIF cannot invest more than 25% of the investible funds in one investee company directly or through
investment in the units of other AIFs, subject to the conditions prescribed by SEBI. A Category III AIF cannot
invest more than 10% of the investible funds in one investee company directly or through investment in the units
of other AIFs, subject to the conditions prescribed by SEBI. AIFs which are authorized under the fund documents
to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs. Additionally, a
VCF that has not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the
SEBI VCF Regulations (and accordingly shall not be allowed to participate in the Issue) until the existing fund or
scheme managed by the fund is wound up and such funds shall not launch any new scheme after the notification
of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis
with other categories for the purpose of allocation.
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.
The Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
Bids by Limited Liability Partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
463attached 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 this, our Company, in consultation with the BRLM,
reserves the right to reject any Bid without assigning any reason thereof. The investment limit for banking
companies in non-financial services companies as per the Banking Regulation Act, the Master Directions - the
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended and Master Circular
on Basel III Capital Regulations dated May 12, 2023, 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 lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-
up share capital of such investee company, 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; or (ii) the additional acquisition is through restructuring of debt, or to protect the banking
company’s interest on loans/investments made to a company. The banking company is required to submit a time
bound action plan to the RBI for the disposal of such shares within a specified period. A banking company would
require a prior approval of the RBI to make investment in a (i) subsidiary or 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. The aggregate investment
by a banking company along with its subsidiaries, associates or joint ventures or entities directly or indirectly
controlled by the banking company; and mutual funds managed by asset management companies controlled by
the banking company, 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. The aggregate equity
investment made 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.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the circulars issued bearing reference
numbers CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 by the SEBI dated September 13, 2012 and January
2, 2013. 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 Systemically Important NBFCs
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate
of registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth
certificate from its statutory auditors, and (iv) such other approval as may be required by the Systemically
Important NBFCs 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.
Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations, directions,
guidelines and circulars issued by the RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Insurance Companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
464registration 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, read with the Investments – Master Circular dated October 27, 2022, each
amended (“IRDAI Investment Regulations”) are broadly set forth below:
• equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10%
of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer or health insurer;
• the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of
the investment assets in all companies belonging to the group, whichever is lower; and
• the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is
lower.
Bids by Provident Funds/Pension Funds
In case of Bids made by pension funds 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 laws, with minimum corpus of ₹2500.00 lakh and provident funds with minimum
corpus of ₹2,500.00 lakh, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLM, reserves the right to reject any Bid, without assigning any reason thereof.
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, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set
up by the army, navy or air force of the Union 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 ₹2500.00 lakh (subject to
applicable law) and pension funds with a minimum corpus of ₹2500.00 lakh, 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, a certified copy of the power of attorney or the relevant
resolution or authority, as the case may be, along with a certified copy of the memorandum of association and
articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our
Company, in consultation with the BRLM, reserves the right to accept or reject any Bid in whole or in part, in
either case without assigning any reason therefor.
Our Company, in consultation with the BRLM, in its absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLM may deem fit.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Issue.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. The information herein is subject to
amendment/modification/change after the date of this Draft Red Herring Prospectus. Bidders are advised
to make their independent investigations and ensure that any single Bid from them does not exceed the
applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulation or as specified in this Draft Red Herring Prospectus and as will be specified in
the Prospectus.
465Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided
below.
(i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLM.
(ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹1,000
lakh. 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 ₹1,000 lakh.
(iii) 40% of the Anchor Investor Portion shall be reserved as follows: (a) 33.33% for domestic Mutual Funds;
and (b) 6.67% for Life Insurance Companies and Pension Funds.
(iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date.
(v) Our Company, in consultation with the BRLM may 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) minimum of 2 and maximum of 15 such investors, where the allocation under the
Anchor Investor Portion is up to ₹25,000.00 lakh, subject to a minimum Allotment of ₹500.00 lakh per
Anchor Investor; and (b) in case of allocation above ₹25,000.00 lakh under the Anchor Investor Portion,
a minimum of five such investors and a maximum of 15 such Investors for allocation up to ₹25,000.00
lakh, and an additional 15 such investors for every additional ₹25,000.00 lakh or part thereof, subject to
minimum Allotment of ₹500.00 lakh per such investor.
(vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Issue Period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be
made available in the public domain by the BRLM before the Bid/issue Opening Date, through intimation
to the Stock Exchanges.
(vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
(viii) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Issue Price will be payable by the Anchor
Investors on the Anchor Investor pay-in date specified in the CAN. If the Issue Price is lower than the
Anchor Investor Issue Price, Allotment to successful Anchor Investors will be at the higher price.
(ix) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-
in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares shall
be locked-in for a period of 30 days from the date of Allotment.
(x) Neither the BRLM(s) or any associate of the BRLM (other than mutual funds sponsored by entities which
are associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM
or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLM or
FPIs, other than individuals, corporate bodies and family offices which are associates of the BRLM or
pension funds sponsored by entities which are associates of the BRLM) shall apply under the Anchor
Investors Portion.
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.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use
their network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company and/or the BRLM are
466cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness
or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for
the financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus or the Prospectus; nor does it warrant that the Equity Shares will be listed or will
continue to be listed on the Stock Exchanges.
General Instructions
Do’s:
• 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;
• Ensure that you have Bid within the Price Band;
• Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
• Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA
Account (i.e., bank account number) in the Bid cum Application Form if you are not a UPI Bidder using
the UPI Mechanism in the Bid cum Application Form and if you are a UPI Bidder using the UPI
Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;
• Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Center (except in case of electronic Bids) within the
prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the
manner set out in the General Information Document;
• Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June
25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023.
• Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account
linked UPI ID (for UPI Bidders using the UPI Mechanism) to make an application in the Issue and not
ASBA Account or bank account linked UPI ID of any third party;
• UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile
applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as
displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account
of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected;
• Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with
the SCSB before submitting the ASBA Form to any of the Designated Intermediaries;
• UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member,
Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such
Designated Intermediary;
• The ASBA bidders shall ensure that bids above ₹500,000/-, are uploaded only by the SCSBs;
• Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is
signed by the ASBA Account holder. Ensure that you have mentioned the correct bank account number
in the Bid cum Application Form;
• 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 the name of only the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names;
• Ensure that you request for and receive a stamped Acknowledgement Slip in the form of a counterfoil or
acknowledgment specifying the application number as a proof of having accepted the of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary;
• Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed, and obtain a revised Acknowledgment Slip;
• 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;
• Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the circular (no. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the
467SEBI, 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 the SEBI
circular 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 Income Tax Act. The exemption for the
Central or the State Government and officials appointed by the courts and for investors residing in the
State of Sikkim is subject to (a) the Demographic Details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which PAN is not
mentioned will be rejected;
• 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;
• 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;
• Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the
relevant documents, including a copy of the power of attorney, if applicable, are submitted;
• Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and
Indian laws;
• Since the Allotment will be in demat form only, ensure that the depository account is active, the correct
DP ID, Client ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and PAN
are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID,
UPI ID (for UPI Bidders bidding through UPI Mechanism) and the PAN 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, UPI ID (for UPI Bidders bidding through UPI Mechanism) and PAN available
in the Depository database;
• In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at www.sebi.gov.in);
• The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID
for the purposes of making Application in the Issue, which is UPI 2.0 certified by NPCI;
• Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks
to release the funds blocked in the ASBA account under the ASBA process.
• In case of UPI Bidders, once the Sponsor Banks issues the Mandate Request, the UPI Bidders 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;
• UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case
of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form;
• Ensure that when applying in the Issue using the UPI Mechanism, the name of your SCSB appears in the
list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name
of the app and the UPI handle being used for making the application is also appearing in Annexure ‘A’
to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
• 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/-;
• UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI
Mandate Request received from the Sponsor Banks to authorize blocking of funds equivalent to the
revised Bid Amount in the UPI Bidder’s ASBA Account;
• Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;
• FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each
of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such
468MIM Bids shall be rejected;
• Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such
FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs;
• UPI Bidders Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI
Mandate Request using his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI
PIN, a 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
authorizes the Sponsor Banks to block the Bid Amount mentioned in the Bid cum Application Form;
• Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
p.m. on the Bid/Issue Closing Date;
• Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and
registered with SEBI for a Bid Amount of less than ₹2.00 lakh would be considered under the Retail
Portion for the purposes of allocation and Bids for a Bid Amount exceeding ₹2.00 lakh would be
considered under the Non-Institutional Portion for allocation in the Issue;
• Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable, via
the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned
in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of
UPI Bidders submitting their Bids and participating in the Issue through the UPI Mechanism, ensure that
you authorize the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to
Bid Amount and subsequent debit of funds in case of Allotment;
• Ensure that the Demographic Details are updated, true and correct in all respects; and
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:
• Do not Bid for lower than the minimum Bid size;
• Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
• Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the
Cap Price;
• Do not Bid for a Bid Amount exceeding ₹2.00 lakh (for Bids by Retail Individual Bidders);
• Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
• Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest;
• Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
• Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
• Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
• Do not submit the Bid for an amount more than funds available in your ASBA account;
• 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 Bidders. Retail Individual Bidders can
revise or withdraw their Bids on or before the Bid/Issue Closing Date;
• Do not submit your Bid after 3.00 p.m. on the Bid/Issue Closing Date;
• 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;
• If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Issue Closing Date for QIBs;
• In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹5.00 lakh;
• Do not Bid for Equity Shares in excess of what is specified for each category;
• In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum
Application Form per ASBA Account or UPI ID, respectively;
469• Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;
• Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a color prescribed for another category of Bidder;
• 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;
• 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);
• Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the
Issue size and/or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations, or under the terms of this Draft Red Herring Prospectus;
• Do not submit the General Index Register (GIR) number instead of the PAN;
• Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the
Registrar to the Issue;
• Do not submit the ASBA Forms to any Designated Intermediary that is not authorized to collect the
relevant ASBA Forms or to our Company;
• Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
• Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA account;
• Anchor Investors should not Bid through the ASBA process;
• Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
• 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 Intermediaries;
• Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;
• UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be
rejected;
• Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
using the UPI Mechanism; and
• Do not Bid if you are an OCB.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information” on page 97.
For helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, please see “General Information – Book Running Lead Manager” on page 98.
Grounds for Technical Rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, 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 using the UPI Mechanism through an SCSBs and/or using a mobile
application or UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a
third party linked bank account UPI ID (subject to availability of information regarding third party
account from Sponsor Banks);
4706. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
7. Bids submitted without the signature of the First Bidder or Sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular no. CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
11. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹2.00 lakh;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
13. Bids accompanied by stock invest, money order, postal order or cash; and
14. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/Issue Closing Date, and Bids by RIBs uploaded after 5.00
p.m. on the Bid/Issue Closing Date, unless extended by the Stock Exchanges.
Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular, as
applicable to the RTAs in case of delays in resolving investor grievances in relation to blocking/unblocking of
funds.
Further, in case of any pre-issue or post issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, see “General Information” on page 97.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorized employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall
ensure that the Basis of Allotment is finalized 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 through the Red Herring Prospectus
and the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than
one per cent of the Issue may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIBs, NIBs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot,
subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if
any, shall be allotted on a proportionate basis. Not less than 15% of the Issue shall be available for allocation to
Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-
Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹ 2.00 lakh and up to ₹ 10.00 lakh,
and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an
application size of more than ₹ 10.00 lakh, provided that the unsubscribed portion in either of the aforementioned
sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The
allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size, subject to
the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.
The allotment of Equity Shares to each Retail Individual Bidder and Non-Institutional Bidder shall not be less
than the minimum bid lot, subject to the availability of shares in the Retail Portion and Non-Institutional Bidder,
and the remaining available shares, if any, shall be allotted on a proportionate basis.
471Payment into Escrow Accounts for Anchor Investors
Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors should transfer the Bid Amount
(through direct credit, RTGS, NACH or NEFT) to the Escrow Account(s). For Anchor Investors, the payment
instruments for payment into the Escrow Account(s) should be drawn in favor of:
(a) In case of resident Anchor Investors: “[●]”; and
(b) In case of Non-Resident Anchor Investors: “[●]”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established
as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the
Issue to facilitate collections of Bid amounts from Anchor Investors.
Pre-Issue and Price Band 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-Issue and price band advertisement, in the form prescribed by the SEBI ICDR
Regulations, in: all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily
newspaper and , [•] editions of [•], (a widely circulated Malayalam regional daily newspaper, Malayalam being
the regional language of Kerala, where our Registered office is located), each with wide circulation.
In the pre-Issue and price band advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing
Date. The 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
The Allotment Advertisement shall be uploaded on the websites of our Company, BRLM and Registrar to the
Issue, before 9:00 p.m. IST, on the second Working Day after the Bid/ Issue Closing Date, provided such final
listing and trading approval from each of BSE and NSE is received prior to 9:00 p.m. IST on such day. In the
event that the final listing and trading approval from each of BSE and NSE is received post 9:00 p.m. IST on the
second Working Day after the Bid/Issue Closing Date, then the Allotment Advertisement shall be uploaded on
the websites of our Company, BRLM and Registrar to the Issue, following the receipt of final listing and trading
approval from each of BSE and NSE.
Our Company, the BRLM and the Registrar shall publish an allotment advertisement not later than one Working
Day after the date of commencement of trading, disclosing the date of commencement of trading in all editions
of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [•] editions
of [•], (a widely circulated Malayalam regional daily newspaper, Malayalam being the regional language of
Kerala, where our Registered office is located), each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company and the Underwriters intend to enter into an Underwriting Agreement on or immediately
after the finalization of the Issue Price but prior to the filing of Prospectus.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the
RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus
will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting
arrangements and will be complete in all material respects.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, which is reproduced below:
472“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10
lakh 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 ₹ 10 lakh or one per cent
of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of
such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which
may extend to ₹ 50 lakh or with both.
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 Issue shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the
Bid/Issue Closing Date or such other time as may be prescribed by the SEBI or under any applicable law
shall be taken;
• if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount
received will be refunded/unblocked within the time prescribed under applicable law, failing which
interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed
period;
• the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Issue by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;
• no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of
non-listing, under-subscription, etc.;
• it shall not have any recourse to the proceeds of the Issue until final listing and trading approvals have
been received from the Stock Exchanges; and
• if our Company, in consultation with the BRLM withdraws the Isse after the Bid/Issue Closing Date and
thereafter determines that it will proceed with an issue of the Equity Shares, it shall be required to file a
fresh draft red herring prospectus with the SEBI.
Utilization of Net Proceeds
Our Board certifies that:
• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account referred
to in sub-section (3) of Section 40 of the Companies Act, 2013;
• details of all monies utilized out of the Net Proceeds shall be disclosed, and continue to be disclosed until
the time any part of the proceeds of the Net Proceeds remains unutilized, under an appropriate head in
the balance sheet of our Company indicating the purpose for which such monies have been utilized; and
473• details of all unutilized monies out of the Net Proceeds, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilized monies have been
invested.
Withdrawal of the Issue
Our Company, in consultation with the BRLM, reserve the right to not proceed with the Issue, in whole or part
thereof, after the Bid/Issue Opening Date but before the Allotment. In the event that our Company, in consultation
with the BRLM, decide not to proceed with the Issue, our Company shall issue a public notice in the newspapers
in which the pre-Issue advertisements were published, within two days of the Bid/Issue Closing Date or such
other time as may be prescribed by the SEBI, providing reasons for not proceeding with the Issue. In such event,
the BRLM through the Registrar to the Issue, shall notify the SCSBs and the Sponsor Banks, as applicable, to
unblock the Bid Amounts in the bank accounts of the ASBA Bidders and the BRLM shall notify the Escrow
Collection Bank to release the Bid Amounts of the Anchor Investors and any other investors, as applicable, within
one Working Day from the date of receipt of such notification. Our Company shall also inform the same to the
Stock Exchanges on which the Equity Shares are proposed to be listed.
If our Company, in consultation with the BRLM, withdraws the Issue after the Bid/Issue Closing Date and
thereafter determine that they will proceed with a issue Equity Shares, our Company shall file a fresh draft red
herring prospectus with the SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the
final RoC approval of the Prospectus after it is filed with the RoC and (ii) the final listing and trading approvals
of the Stock Exchanges, which our Company shall apply for after Allotment.
474RESTRICTIONS 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. Foreign investment is permitted (except in the prohibited sectors) in
Indian companies, either through the automatic route or the approval route, depending upon the sector in which
foreign investment is sought to be made. The Government of India makes policy announcements on FDI through
press notes and press releases. The regulatory framework, over a period of time, thus, consists of acts,
regulations, press notes, press releases, and clarifications among other amendments. The DPIIT (formerly
Department of Industrial Policy & Promotion) issued the Consolidated FDI Policy Circular dated October 15,
2020, with effect from October 15, 2020 (the “FDI Circular”), which consolidates and supersedes all previous
press note, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to
October 15, 2020. Under the current FDI Policy, 100% foreign direct investment is permitted in the industry in
which we operate, under the automatic route, subject to compliance with certain prescribed conditions.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Circular and
the FEMA (Non-debt Instruments) 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. Each Bidder
should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval
of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Issue in writing about such approval along with a copy thereof within the Issue
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 FDI Circular
and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding
is within the sectoral limits under the FDI Circular; 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 “Issue Procedure – Bids
by Eligible NRIs” and “Issue Procedure –Bids by FPIs”, both on page 461 and 462.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be
offered or sold within the United States, except pursuant to exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly,
the Equity Shares are being offered and sold only outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
those offers and sale occur. The Equity Shares have not been and will not be registered, listed or otherwise
qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not
be made by persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that the Bids are not in violation of laws or regulations applicable to them.
475SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
Pursuant to the Companies Act and the SEBI ICDR Regulations, the Description of Equity Shares and Terms of
the Articles of Association are detailed below. Capitalised terms used in this section have the meaning given to
them in the Articles of Association. Each provision below is numbered as per the corresponding article number
in the Articles of Association and defined terms herein have the meaning given to them in the Articles of
Association.
The following regulations comprised in these Articles of Association were adopted pursuant to members’
resolution passed at the Extraordinary General Meeting held on, 30th September, 2025 in substitution for and to
the entire exclusion of, the regulations contained in the existing Articles of Association of the Company.
I. PRELIMINARY
1. The regulations contained in Table ‘F’ of Schedule I of the Companies Act, 2013,
as amended, shall apply to our Company only so far as they are not inconsistent or
repugnant with any of the provisions contained in these Articles or modification
thereof or are not expressly or by implication excluded from these Articles.
2. The Articles are for the management of the Company and for the observance by the
members thereto and their representatives, shall, subject to any exercise of the
statutory powers of the Company with reference to the deletion or alteration or
addition to its articles by resolutions as prescribed or permitted by the Companies
Act, 2013, as amended from time to time, be such as are contained in these Articles.
3. General Powers
Wherever in the Act or other laws, it has been provided that the company shall have
any right, privilege or authority or that the Company could carry out any transaction
only if the Company is authorized by its articles, then and in that case, this Article
authorizes and empowers the Company and its board of directors to have such
rights, privileges or authorities to carry such transaction as have been permitted by
the Act, without there being any specific article in that behalf and it shall be deemed
that the said rights, privileges or authorities are existing in these Articles.
4. Act to override these Articles in case of inconsistency
Notwithstanding anything contained in these Articles, if any provision of these
Articles is inconsistent with the provisions of the Act or any other laws or becomes
inconsistent or repugnant with the provisions of the Act or any other laws on
account of any amendment or modification or statutory re-enactment thereof, the
Company shall be governed and bound by, and the Board shall be deemed to be
authorized by these Articles to comply with, the provisions of the Act or any other
laws to the extent of inconsistency or repugnancy.
II. INTERPRETATION CLAUSE
5. In the interpretation of these Articles the following words and expressions shall
have the following meanings unless repugnant to the subject or context.
i “Act” means the Companies Act, 2013 along with the relevant Rules made there
under, in force and any statutory amendment thereto or replacement thereof and
including any circulars, notifications and clarifications issued by the relevant
authority under the Companies Act, 2013, along with the relevant Rules made there
under. Reference to Act shall also include the Secretarial Standards issued by the
Institute of Company Secretaries of India constituted under the Company
Secretaries Act, 1980.
476ii “Annual General Meeting” shall mean a General Meeting of the Members of the
Company held annually and any adjournment thereof in accordance with the
applicable provisions of the Act.
iii “Articles” shall mean these articles of association as adopted or as from time to
time altered in accordance with the provisions of these Articles and Act.
iv “Auditors” shall mean and include those persons appointed as such for the time
being by the Company.
v “Board” or “Board of Directors” shall mean the collective board of directors of
the Company, as duly called and constituted from time to time, in accordance with
Law and the provisions of these Articles.
vi “Board Meeting” shall mean any meeting of the Board, as convened from time to
time and any adjournment thereof, in accordance with law and the provisions of
these Articles and Act.
vii “Capital” or “Share Capital” shall mean the authorized share capital of the
Company.
viii “Charge” means an interest or lien created on the property or assets of a Company
or any of its undertakings or both as security and includes a mortgage.
ix “Chairman / Chairperson” shall mean Chairman of Board of Directors.
x “Company” or “this Company” shall mean Veegaland Developers Limited.
xi “Company Secretary” or “Secretary” shall mean a Company Secretary as defined
in Section (c) of subsection (1) of Section 2 of the Company Secretary Act, 1980
and who is appointed by a Company to perform the functions of a Company
Secretary under this Act.
xii “Debenture” includes debenture stock, bonds or any other instrument of the
Company evidencing a debt, whether constituting a charge on the assets of the
Company or not.
xiii “Depositories Act” shall mean The Depositories Act, 2018 and shall include any
statutory modification or re-enactment thereof.
xiv “Director” shall mean any director of the Company, including alternate directors,
independent directors and nominee directors appointed in accordance with the Law
and the provisions of these Articles.
xv “Dividend” shall include interim dividends.
xvi “Document” includes summons, notice, requisition, order, declaration, form and
register, whether issued, sent or kept in pursuance of this Act or under any other
law for the time being in force or otherwise, maintained on paper or in electronic
form.
xvii “Encumbrance” shall mean any encumbrance including without limitation any
mortgage, pledge, charge, lien, deposit or assignment by way of security, bill of
sale, option or right of pre-emption, entitlement to beneficial ownership and any
interest or right held, or claim that could be raised, by a third party or any other
encumbrance or security interest of any kind.
477xviii “Equity Share Capital” shall mean the total issued and paid-up equity share capital
of the Company, calculated on a fully diluted basis.
xix “Equity Shares” shall mean fully paid-up equity shares of the Company having a
par value per equity shares of the Company, or any other issued Share Capital of
the Company that is reclassified, reorganized, reconstituted or converted into equity
shares of the Company.
xx “Executor” or “Administrator” shall mean a person who has obtained probate or
letters of administration, as the case may be, from a court of competent jurisdiction
and shall include the holder of a succession certificate authorizing the holder thereof
to negotiate or transfer the Shares or other Securities of the deceased Shareholder
and shall also include the holder of a certificate granted by the Administrator-
General appointed under the Administrator Generals Act, 1963.
xxi “Extraordinary General Meeting” shall mean an extraordinary general meeting
of the members duly held and any adjournment thereof in accordance with the
applicable provisions of the Articles and the Act.
xxii “Financial Year” shall mean any fiscal year of the Company, beginning on April
1 of each calendar year and ending on March 31 of the following calendar year.
xxiii “Law/Laws” shall mean all applicable provisions of all (i) constitutions, treaties,
statutes, laws (including the common law), codes, rules, regulations, circulars,
ordinances or orders of any governmental authority and SEBI, (ii) governmental
approvals, (iii) orders, decisions, injunctions, judgments, awards and decrees of or
agreements with any governmental authority, (iv) rules or guidelines for
compliance, of any stock exchanges, (v) international treaties, conventions and
protocols, and (vi) Indian GAAP or Ind-AS or any other generally accepted
accounting principles.
xxiv “Memorandum” shall mean the Memorandum of Association of the Company, as
amended from time to time.
xxv “Member” – means duly registered holder for the time being of the shares of the
Company and in case of shares held in dematerialized form, such person whose
name is entered as a beneficial owner in the records of a depository’
xxvi “Month” means a calendar month.
xxvii “Office” shall mean the registered office for the time being of the Company.
xxviii “Paid-up” shall include the amount credited as paid up.
xxix “Person” shall mean any natural person, sole proprietorship, partnership, company,
body corporate, governmental authority, joint venture, trust, association or other
entity (whether registered or not and whether or not having separate legal
personality).
xxx “Register of Members” shall mean the register of Shareholders to be kept pursuant
to Section 88 of the Act.
xxxi “Registrar” shall mean the Registrar of Companies, from time to time having
jurisdiction over the Company.
xxxii “Rules” shall mean the rules made under the Act and as notified from time to time.
xxxiii “Seal” shall mean the common seal(s) for the time being of the Company, if any or
478any other method of authentication of documents as specified under the Act or
amendment thereto.
xxxiv “SEBI” shall mean the Securities and Exchange Board of India, constituted under
the Securities and Exchange Board of India Act, 1992.
xxxv “SEBI Listing Regulations” shall mean the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, any statutory amendment thereto and
any listing agreement entered into by the Company with the Stock Exchanges.
xxxvi “Securities” or “securities” shall mean any Share (including Equity Shares), scrips,
stocks, bonds, debentures, warrants or options whether or not, directly or indirectly
convertible into, or exercisable or exchangeable into or for Equity Shares, and any
other marketable securities.
xxxvii “Shares” or “shares” shall mean any share issued in the Share Capital of the
Company, including Equity Shares, preference shares and includes stock.
xxxviii “Shareholder” or “shareholder” or “member” shall mean any shareholder of the
Company, from time to time.
xxxix “Shareholders’ Meeting” shall mean any meeting of the Shareholders of the
Company, including Annual General Meetings as well as Extraordinary General
Meetings, convened from time to time in accordance with the Act, applicable Laws
and the provisions of these Articles.
xl “Stock Exchanges” shall mean the BSE Limited, the National Stock Exchange of
India Limited and any other stock exchange in India where the Securities will be /
are listed.
III. INTERPRETATION
6. In these Articles (unless the context requires otherwise):
a. References to a person shall, where the context permits, include such person’s
respective successors, legal heirs and permitted assigns.
b. The descriptive headings of Articles are inserted solely for convenience of reference
and are not intended as complete or accurate descriptions of content thereof and
shall not be used to interpret the provisions of these Articles and shall not affect the
construction of these Articles.
c. References to articles and sub-articles are references to Articles and sub-articles of
and to these Articles unless otherwise stated and references to these Articles include
references to the articles and sub-articles herein.
d. Words importing the singular include the plural and vice versa, pronoun importing
a gender include each of the masculine, feminine and neuter genders, and where a
word or phrase is defined, other parts of speech and grammatical forms of that word
or phrase shall have the corresponding meanings.
e. Wherever the words “include,” “includes,” or “including” is used in these Articles,
such words shall be deemed to be followed by the words “without limitation”.
f. The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in
these Articles mean and refer to these Articles and not to any particular Article of
these Articles, unless expressly stated otherwise.
g. Reference to statutory provisions shall be construed as meaning and including
references also to any amendment or re- enactment for the time being in force and
479to all statutory instruments or orders made pursuant to such statutory provisions.
h. In the event any of the provisions of the Articles are contrary to the provisions of
the Act and the Rules, the provisions of the Act and Rules will prevail.
IV. PUBLIC COMPANY
7. “Public Company” means a company which
(a) is not a private company;
(b) has a minimum paid-up share capital as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private
company, shall be deemed to be public company for the purposes of this Act even
where such subsidiary company continues to be a private company in its articles.
V. SHARE CAPITAL AND VARIATION OF RIGHTS
8. Subject to the provisions of the Act and these Articles, the shares in the capital of
the company shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par and at such time
as they may from time to time think fit.
9. (i) Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after incorporation, in case of subscribers
to the memorandum or after allotment or within one month after the application for
the registration of transfer or transmission or within such other period as the
conditions of issue shall be provided,
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of
twenty rupees for each certificate after the first.
(ii) Every certificate shall specify the shares to which it relates and the amount paid-up
thereon and shall be signed by two directors or by director and the company
secretary, where the company has appointed a company secretary:
Provided that in case the company has a common seal, it shall be affixed in the
presence of the persons required to sign the certificate.
(iii) In respect of any share or shares held jointly by several persons, the company shall
not be bound to issue more than one certificate, and delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to all such holders.
10. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back for endorsement of transfer, then upon production and
surrender thereof to the company, a new certificate may be issued in lieu thereof,
and if any certificate is lost or destroyed then upon proof thereof to the satisfaction
of the company and on execution of such indemnity as the company deem adequate,
a new certificate in lieu thereof shall be given. Every certificate under this Article
shall be issued without payment of fee if the directors so decide or on payment of
not exceeding twenty rupees for each certificate as the directors shall prescribe.
Every Certificate shall be issued in such manner as prescribed under the Act or
Rules framed thereunder or under other applicable laws applicable from time to
time.
The particulars of every renewed or duplicate share certificate issued shall be
entered forthwith in a Register of Renewed and Duplicate Share Certificates
maintained in prescribed format indicating against the name(s) of the person(s) to
480whom the certificate is issued, the number and date of issue of the share certificate
in lieu of which the new certificate is issued, and the necessary changes indicated
in the Register of Members by suitable cross-references in the “Remarks” column.
Provided that notwithstanding what is stated above the Directors shall comply with
such Rules or Regulation or requirements of any Stock Exchange or the Rules made
under the Act or the rules made under Securities Contracts (Regulation) Act, 1956,
or any other Act, or rules applicable in this behalf.
(ii) The provisions of Articles (9) and (10) shall mutatis mutandis apply to debentures
and other securities of the company.
11. Except as required by law, no person shall be recognized by the company as holding
any share upon any trust, and the company shall not be bound by, or be compelled
in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any fractional
part of a share, or (except only as by these regulations or by law otherwise provided)
any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.
12. (i) The company may exercise the powers of paying commissions conferred by sub-
section (6) of section 40, provided that the rate per cent. or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required by
that section and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed
in rules made under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully
or partly paid shares or partly in the one way and partly in the other.
13. (i) If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares
of that class) may, subject to the provisions of section 48, and whether or not the
company is being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to
general meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be at least two persons holding at least one-third of the issued shares of the
class in question.
14. 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.
15. (i) Subject to the provisions of section 55, any preference shares may, with the sanction
of an ordinary resolution, be issued on the terms that they are to be redeemed on
such terms and in such manner as the company before the issue of the shares may,
by special resolution, determine.
(ii) Any debentures, debenture-stock or other securities may be issued at a discount,
premium or otherwise and may be issued on condition that they shall be convertible
into shares of any denomination and with any privileges and conditions as to
redemption, surrender, drawing, allotment of shares, attending (but not voting) at
the General Meeting, the appointment of Directors and otherwise. Debentures with
the right to conversion into or allotment of shares shall be issued only with the
481consent of the Company in the General Meeting by a Special Resolution.
(iii) The Company may exercise the powers of issuing sweat equity shares conferred by
Section 54 of the Act of a class of shares already issued subject to such conditions
as may be specified in the Act and Rules framed thereunder.
(iv) The Company may provide share-based benefits including but not limited to Stock
Options, Stock Appreciation Rights, or any other co-investment share plan and
other forms of share-based compensations to Employees including its Directors
other than independent directors and such other persons as the rules may allow,
under any scheme, subject to the provisions of the Act, the Rules made thereunder
and any other law for the time being in force, by whatever name called.
(v) Subject to compliance with applicable provision of the Act and Rules framed
thereunder and other applicable laws, the Company shall have power to issue
depository receipts and other permissible securities in any foreign country and to
seek listing thereof on any foreign stock exchange(s).
(vi) Subject to compliance with applicable provisions of the Act and Rules framed
thereunder, the Company shall have power to issue any kind of securities or kinds
of share capital as permitted to be issued under the Act and rules framed thereunder.
(vii) The Company may issue warrants subject to compliance with the provisions of the
Act, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 or
any statutory modifications or re-enactment thereof and other applicable laws as
may be applicable.
(viii) The provisions of these Articles relating to share capital and variation of rights
thereon shall mutatis mutandis apply to Debentures and other securities of the
Company, as applicable.
(ix) The Board shall comply with such Rules or Regulations or Requirements of any
stock exchange or the Rules made under Securities Contract (Regulations) Act,
1956 or any other Act or Rules as may be applicable for the purpose of these
Articles.
Provided that any restriction, condition or prohibition required to be included in the
Articles of Association pursuant to any such Rules, Regulations or Requirements of
any stock exchange or the Rules made under Securities Contract (Regulations) Act,
1956 or any other Act and which are not incorporated in these Articles shall be
deemed have effect as if such restriction, condition or prohibition are expressly
provided by or under these Articles.
(x) Company shall not give whether directly or indirectly, by means of a loan,
guarantee, the provision of security or otherwise, any financial assistance for or in
connection with the purchase or subscription of any shares in the Company or in its
holding Company, save as provided by Section 67 of the Act.
(xi) If by the conditions of allotment of any share the whole or part of the amount or
issue price thereof shall be payable by instalment, every such instalment shall when
due be paid to the Company by the person who for the time being and from time to
time shall be the registered holder of the share or his legal representative.
VI. DEMATERIALIZATION
16. (i) Subject to the provisions of the Act and Rules made thereunder the Company shall
offer its members facility to hold securities issued by it in dematerialized form and
will offer the Securities for subscription in dematerialized form pursuant to the
482Depositories Act, 1996 and the rules framed thereunder, if any, and the register and
index of beneficial owners maintained by the relevant Depository under section 11
of the Depositories Act, 1996, shall be deemed to be the corresponding register and
index maintained by the Company.
(ii) Notwithstanding anything contained herein, the Company shall be entitled to treat
the person whose names appear in the register of members as a holder of any share
or whose names appear as beneficial owners of shares in the records of the
Depository, as the absolute owner thereof and accordingly shall not (except as
ordered by a Court of competent jurisdiction or as required by law) be bound to
recognize any benami trust or equity or equitable contingent or other claim to or
interest in such share on the part of any other person whether or not it shall have
express or implied notice thereof.
(iii) Unless otherwise permitted under the Act or the Depositories Act, 1996, the
Company shall offer and allot, and every person subscribing to securities offered
by the Company shall hold, the securities in dematerialized form with a Depository.
The Company shall intimate such Depository the details of allotment of the security,
and on receipt of the information, the Depository shall enter in the records the name
of the allottee as the beneficial owner of the security. Such a person who is a
beneficial owner of the securities can at any time opt out of a Depository, if
permitted by the law, in respect of any security in the manner provided by the
Depositories Act, 1996, and the Company shall, in the manner and within the time
prescribed issue to the beneficial owner the required Certificates of Securities.
(iv) All securities held by a depository shall be dematerialized and be in fungible form.
Nothing contained in Sections 89 and 90 and such other applicable provisions of
the Act shall apply to a Depository in respect of the securities held by it on behalf
of the beneficial owners.
(v) (a) Notwithstanding anything to the contrary contained in the Act or these Articles, a
Depository shall be deemed to be the registered owner for the purpose of effecting
transfer of ownership of securities on behalf of the beneficial owner.
(b) Save and otherwise provided above, the Depository as the registered owner of the
securities shall not have any voting rights or any other rights in respect of the
securities held by it.
(c) Every person holding securities of the Company and whose name is entered as the
beneficial owner in the records of the Depository shall be deemed to be a member
of the Company. The beneficial owner of securities shall be entitled to all rights and
benefits and be subject to all liabilities in respect of the securities held by a
Depository on behalf of the beneficial owner.
(vi) Notwithstanding anything contained in these Articles, where securities issued by
the Company are dealt with by a Depository, the Company shall intimate the details
thereof to the Depository immediately on allotment of such securities.
(vii) Nothing contained in Section 45 of the Act or these Articles regarding the necessity
of having distinctive numbers for securities issued by the Company, shall apply to
securities held with a Depository.
VII. LIEN
17. (i) The company shall have a first and paramount lien;
(a) on every share (not being a fully paid share), for all monies (whether presently
payable or not) called, or payable at a fixed time, in respect of that share; and
483(b) on all shares (not being fully paid shares) standing registered in the name of a single
person, for all monies presently payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be wholly
or in part exempt from the provisions of this clause.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
(iii) That fully paid shares shall be free from all lien and that in the case of partly paid
shares the Issuer’s lien shall be restricted to moneys called or payable at a fixed
time in respect of such shares.
18. The company may sell, in such manner as the Board thinks fit, any shares on which
the company has a lien:
Provided that no sale shall be made
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the
time being of the share or the person entitled thereto by reason of his death or
insolvency.
19. (i) To give effect to any such sale, the Board may authorize 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.
20. (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.
(iii) No Shareholder shall exercise any voting right in respect of any shares or
Debentures registered in his name on which any calls or other sums presently
payable by him have not been paid, or in regard to which the Company has exercised
any right of lien.
VIII. UNDERWRITING AND BROKERAGE
21. (a) Subject to the applicable provisions of the Act, the Company may at any time pay
a commission to any person in connection with the subscription or procurement of
subscription to its securities, whether absolute or conditional, for any shares or
Debentures in the Company in accordance with the provisions of the Companies
(Prospectus and Allotment of Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such reasonable
brokerage as may be lawful.
484IX. CALLS ON SHARES
22. (i) The Board may, from time to time, make calls upon the members in respect of any
monies unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times: Provided that no call shall exceed one-fourth of the nominal
value of the share or be payable at less than one month from the date fixed for the
payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the
time or times and place of payment, pay to the company, at the time or times and
place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(iv) That any amount paid up in advance of calls on any share may carry interest but
shall not in respect thereof confer a right to dividend or to participate in profits.
23. A call shall be deemed to have been made at the time when the resolution of the
Board authorizing the call was passed and may be required to be paid by
instalments.
24. The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
25. (i) If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest thereon
from the day appointed for payment thereof to the time of actual payment at ten per
cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in
part.
26. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the share or by way of
premium, shall, for the purposes of these regulations, be deemed to be a call duly
made and payable on the date on which by the terms of issue such sum becomes
payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations
as to payment of interest and expenses, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
27. The Board
(i) may, if it thinks fit, receive from any member willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares held by him; and
(ii) upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding, unless
the company in general meeting shall otherwise direct, twelve per cent per annum,
as may be agreed upon between the Board and the member paying the sum in
advance.
X. TRANSFER OF SHARES
28. (i) The instrument of transfer of any share in the company shall be executed by or on
behalf of both the transferor and transferee.
(ii) Where the application is made by the transferor and relates to partly paid shares, the
transfer shall not be registered unless the Company gives notice of the application
485to the transferee in a prescribed manner and the transferee communicates no
objection to the transfer within 2 (two) weeks from the receipt of the notice.
(iii) 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.
29. The Board may, subject to the right of appeal conferred by section 58 decline to
register
(a) the transfer of a share, not being a fully paid share, to a person of whom they
do not approve; or
(b) any transfer of shares on which the company has a lien.
30. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under
sub-section (1) of section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares to
which it relates, and such other evidence as the Board may reasonably require
to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
31. On giving not less than seven days’ previous notice in accordance with section 91
and rules made thereunder, the registration of transfers may be suspended at such
times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at
any one time or for more than forty-five days in the aggregate in any year.
32. Registration of transfer shall not be refused on the ground of the transferor being
either alone or jointly with any other person or persons indebted to the Issuer on
any account whatsoever
XI. TRANSMISSION OF SHARES
33. (i) On the death of a member, the survivor or survivors where the member was a joint
holder, and his nominee or nominees or legal representatives where he was a sole
holder, shall be the only persons recognized by the company as having any title to
his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with other
persons.
34. (i) Any person becoming entitled to a share in consequence of the death or insolvency
of a member may, upon such evidence being produced as may from time to time
properly be required by the Board and subject as hereinafter provided, elect, either
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could
have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration
as it would have had, if the deceased or insolvent member had transferred the share
before his death or insolvency.
48635. (i) If the person so becoming entitled shall elect to be registered as holder of the share
himself, he shall deliver or send to the company a notice in writing signed by him
stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election
by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the
right to transfer and the registration of transfers of shares shall be applicable to any
such notice or transfer as aforesaid as if the death or insolvency of the member had
not occurred and the notice or transfer were a transfer signed by that member.
36. A person becoming entitled to a share by reason of the death or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he
would be entitled if he were the registered holder of the share, except that he shall
not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings
of the company:
Provided that the Board may, at any time, give notice requiring any such person to
elect either to be registered himself or to transfer the share, and if the notice is not
complied with within ninety days, the Board may thereafter withhold payment of
all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
In the case of transfer and transmission of shares or other marketable securities
where the Company has not issued any certificates and where such shares or
securities are being held in any electronic and fungible form in a Depository, the
provisions of the Depositories Act, 1996 shall apply.
Every holder of securities of the Company who intends to transfer such securities
shall get such securities dematerialized before the transfer;
Provided that, requests for effecting transfer of securities shall not be processed by
the Company unless the securities are held in the dematerialized form with a
depository.
Nothing contained in Section 56 of the Act or these Articles shall apply to transfer
of securities issued by the Company, affected by a transferor and transferee both of
whom are entered as beneficial owners in the records of a Depository.
XII. NOMINATION
37. (i) Notwithstanding anything contained in these Articles, every holder of securities of
the Company may, at any time, nominate a person in whom his/her securities shall
vest in the event of his/her death and the provisions of Section 72 of the Act, shall
apply in respect of such nomination.
(ii) No person shall be recognized by the Company as a nominee unless an intimation
of the appointment of the said person as nominee has been given to the Company
during the lifetime of the holder(s) of the securities of the Company in the manner
specified under Section 72 of the Act, read with Rule 19 of the Companies (Share
Capital and Debentures) Rules, 2014.
(iii) The Company shall not be in any way responsible for transferring the securities
consequent upon such nomination.
(iv) If the holder(s) of the securities survive(s) nominee, then the nomination made by
the holder(s) shall be of no effect and shall automatically stand revoked.
487(v) A nominee, upon production of such evidence as may be required by the Board and
subject as hereinafter provided, elect, either
(a) to be registered himself as holder of the security, as the case may be; or
(b) to make such transfer of the security, as the case may be, as the deceased security
holder, could have made;
(c) if the nominee elects to be registered as holder of the security, himself, he shall
deliver or send to the Company, a notice in writing signed by him stating that he so
elects and such notice shall be accompanied with the death certificate of the
deceased security holder;
(d) a nominee shall be entitled to the same dividends and other advantages to which he
would be entitled to, if he were the registered holder of the security except that he
shall not, before being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in relation to meetings
of the Company.
XIII. FORFEITURE AND SURRENDER OF SHARES
38. If a member fails to pay any call, or instalment of a call, or any moneys due in
respect of any shares either by way of principal or interest 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 any part thereof or other moneys as aforesaid remains
unpaid, serve a notice on him or his legal representatives or to any of the Persons
entitled to the shares by transmission requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.
39. The notice aforesaid shall
(i) name a further day (not being earlier than the expiry of fourteen days from the date
of service of the notice) on or before which the payment required by the notice is to
be made; and
(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 shall be liable to be forfeited.
40. If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may, at any time thereafter, before the
payment required by the notice has been made, be forfeited by a resolution of the
Board to that effect. Such forfeiture shall include all Dividends declared or any
other money payable in respect of the forfeited share and not actually paid before
the forfeiture subject to the applicable provisions of the Act.
When any share shall have been so forfeited, notice of the forfeiture shall be given
to the Shareholder on whose name it stood immediately prior to the forfeiture or if
any of his legal representatives or to any of the Persons entitled to the shares by
transmission, and an entry of the forfeiture with the date thereof, shall forthwith be
made in the Register of Members, but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make any such entry
as aforesaid.
41. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the
488forfeiture on such terms as it thinks fit.
42. (i) A person whose shares have been forfeited shall cease to be a member in respect of
the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay
to the company all monies which, at the date of forfeiture, were presently payable
by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received
payment in full of all such monies in respect of the shares.
43. (i) A duly verified declaration in writing that the declarant is a director, the manager
or the secretary, of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale
or disposal thereof and may execute a transfer of the share in favour of the person
to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the share be affected by any irregularity or invalidity in
the proceedings in reference to the forfeiture, sale or disposal of the share.
(v) Upon any sale, re-allotment or other disposal under the provisions of the preceding
Articles, the certificate or certificates originally issued in respect of the relevant
shares shall, (unless the same shall on demand by the Company have been
previously surrendered to it by the defaulting Shareholder), stand cancelled and
become null and void and of no effect and the Board shall be entitled to issue a new
certificate or certificates in respect of the said shares to the person or persons
entitled thereto.
(vi) The Board may, at any time, before any share so forfeited shall have been sold, re-
allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions
as it thinks fit.
(vii) The Directors may, subject to the provisions of the Act, accept a surrender of any
share from or by any Member desirous of surrendering on such terms the Directors
may think fit.
44. The provisions of these regulations as to forfeiture shall apply in the case of
nonpayment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and notified.
XIV. ALTERATION OF CAPITAL
45. 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.
46. Subject to the provisions of section 61, the company may, by ordinary resolution,
(a) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into
fully paid-up shares of any denomination;
489(c) sub-divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person.
(e) Permission for sub-division/ consolidation of share certificates.
47. Where shares are converted into stock,
(a) The holders of stock may transfer the same or any part thereof in the same manner
as, and subject to the same regulations under which, the shares from which the stock
arose might before the conversion have been transferred, or as near thereto as
circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal amount
of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of
the company, and other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except participation in the dividends and
profits of the company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have conferred that privilege
or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall
apply to stock and the words “share” and “shareholder” in those regulations shall
include “stock” and “stock-holder” respectively.
48. The company may, by special resolution, reduce in any manner and with, and
subject to, any incident authorized and consent required by law,
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
XV. CAPITALIZATION OF PROFITS
49. (i) The company in general meeting may, upon the recommendation of the Board,
resolve
(a) that it is desirable to capitalize any part of the amount for the time being standing
to the credit of any of the company’s reserve accounts, or to the credit of the profit
and loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in
clause (ii) amongst the members who would have been entitled thereto, if
distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the
provision contained in clause (iii), either in or towards
(a) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(b) paying up in full, unissued shares of the company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions
490aforesaid;
(c) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause
(b);
(d) A securities premium account and a capital redemption reserve account may, for
the purposes of this regulation, be applied in the paying up of unissued shares to be
issued to members of the company as fully paid bonus shares;
(e) The Board shall give effect to the resolution passed by the company in pursuance
of this regulation.
50. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall
(a) make all appropriations and applications of the undivided profits resolved to be
capitalized thereby, and all allotments and issues of fully paid shares if any; and
(b) generally, do all acts and things required to give effect thereto.
(ii) The Board shall have power
(a) to make such provisions, by the issue of fractional certificates or by payment in cash
or otherwise as it thinks fit, for the case of shares becoming distributable in
fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into
an agreement with the company providing for the allotment to them respectively,
credited as fully paid-up, of any further shares to which they may be entitled upon
such capitalization, or as the case may require, for the payment by the company on
their behalf, by the application thereto of their respective proportions of profits
resolved to be capitalized, of the amount or any part of the amounts remaining
unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such
members.
XVI. BUY-BACK OF SHARES
51. Notwithstanding anything contained in these articles but subject to the provisions
of sections 68 to 70 and any other applicable provision of the Act or any other law
for the time being in force, the company may purchase its own shares or other
specified securities.
XVII. GENERAL MEETINGS
52. All general meetings other than annual general meeting shall be called extraordinary
general meeting.
(i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a
quorum are not within India, any director or any two members of the company may
call an extraordinary general meeting in the same manner, as nearly as possible, as
that in which such a meeting may be called by the Board.
XVIII. PROCEEDINGS AT GENERAL MEETINGS
53. (i) No business shall be transacted at any general meeting unless a quorum of members
is present at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as
491provided in section 103.
54. The chairperson, if any, of the Board shall preside as Chairperson at every general
meeting of the company.
55. If there is no such Chairperson, or if he is not present within fifteen minutes after
the time appointed for holding the meeting or is unwilling to act as chairperson of
the meeting, the directors present shall elect one of their members to be Chairperson
of the meeting.
56. If at any meeting no director is willing to act as Chairperson or if no director is
present within fifteen minutes after the time appointed for holding the meeting, the
members present shall choose one of their members to be Chairperson of the
meeting.
XIX. ADJOURNMENT OF MEETING
57. (i) The Chairperson may, with the consent of any meeting at which a quorum is
present, and shall, if so directed by the meeting, adjourn the meeting from time to
time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
XX. VOTING RIGHTS
58. (i) Subject to any rights or restrictions for the time being attached to any class or classes
of shares.
(ii) on a show of hands, every member present in person shall have one vote; and
(iii) on a poll, the voting rights of members shall be in proportion to his share in the
paid-up equity share capital of the company.
59. A member may exercise his vote at a meeting by electronic means in accordance
with section 108 and shall vote only once.
60. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders.
(ii) For this purpose, seniority shall be determined by the order in which the names
stand in the register of members.
61. A member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a
poll, by his committee or other legal guardian, and any such committee or guardian
may, on a poll, vote by proxy.
62. Any business other than that upon which a poll has been demanded maybe
proceeded with, pending the taking of the poll.
49263. No member shall be entitled to vote at any general meeting unless all calls or other
sums presently payable by him in respect of shares in the company have been paid.
64. (i) No objection shall be raised to the qualification of any voter except at the meeting
or adjourned meeting at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the
meeting, whose decision shall be final and conclusive.
XXI. PROXY
65. The instrument appointing a proxy and the power-of-attorney or other authority, if
any, under which it is signed or a notarized copy of that power or authority, shall
be deposited at the registered office of the company not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll; and in default the instrument of
proxy shall not be treated as valid.
66. An instrument appointing a proxy shall be in the form as prescribed in the rules
made under section 105.
67. A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of
the proxy or of the authority under which the proxy was executed, or the transfer of
the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer
shall have been received by the company at its office before the commencement of
the meeting or adjourned meeting at which the proxy is used.
XXII. BOARD OF DIRECTORS
68. (a) Unless otherwise determined by General Meeting, the number of Directors shall not
be less than three (3) and not more than fifteen (15), and at least one (1) Director
shall be resident of India in the previous year,
Provided that the Company may appoint more than fifteen (15) directors after
passing a Special Resolution.
(b) The first Directors of the Company are:
1. Mr. Mithun K Chittilappilly
2. Mrs. Sheela Grace Kochouseph
(c) The Company shall also comply with the provisions of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the provisions of the
SEBI Listing Regulations or any other Law, if applicable to the Company. The
Board shall have an optimum combination of executive, Non-executive and
Independent Directors with at least 1 (one) woman Director, as may be prescribed
by Law from time to time.
(d) Subject to Articles, Sections 149, 152 and 164 of the Act and other provisions of
the Act, the Company may increase or reduce the number of Directors.
(e) The Company may, and subject to the provisions of Section 169 of the Act, remove
any Director before the expiration of his period of office and appoint another
Director.
493(f) Whenever the Company enters into a contract with any Government, Central, State
or Local, any bank or financial institution or any person or persons (hereinafter
referred to as “the appointer”) for borrowing any money or for providing any
guarantee or security or for technical collaboration or assistance or for under-
writing, the Directors shall have, subject to the provisions of the Act and
notwithstanding anything to the contrary contained in these Articles, the power to
agree that such appointer, to appoint by a notice in writing addressed to the
Company, one or more persons as a Director or Directors of the Company for such
period and upon such conditions as may be mentioned in the agreement. Any
Director so appointed is herein referred to as a Nominee Director.
(g) The Board shall have the power, on receipt of a nomination by the debenture trustee
to consider the proposal for appointment of a Nominee Director on the Board of the
Company, in the following circumstances prescribed under Regulation 15(1)(e) of
the Securities and Exchange Board of India (Debenture Trustees) Regulations,
1993, as amended from time to time:
i. 2 (two) consecutive defaults in payment of interest to the debenture holders;
or
ii. default in creation of security for debentures or
iii. default in redemption of the debentures.
Such Nominee Director may not be liable to retire by rotation nor be required to
hold any qualification shares and shall hold office so long as the default subsists.
Any vacancy in the office of such Nominee Director during the term shall be filled
in by the debenture trustee by nominating another person.
(h) The Nominee Director/s so appointed shall not be required to hold any qualification
shares in the Company nor shall be liable to retire by rotation. The Board of
Directors of the Company shall have no power to remove from office the Nominee
Director/s so appointed. The said Nominee Director/s shall be entitled to the same
rights and privileges including receiving of notices, copies of the minutes, sitting
fees, etc. as any other Director of the Company is entitled.
(i) If the Nominee Director/s is an officer of any of the financial institution the sitting
fees in relation to such nominee Directors shall accrue to such financial institution
and the same accordingly be paid by the Company to them. The Financial Institution
shall be entitled to depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.
The Nominee Director/s shall, notwithstanding anything to the contrary contained
in these Articles, be at liberty to disclose any information obtained by him/them to
the Financial Institution appointing him/them as such Director/s.
(j) The Board may appoint an Alternate Director to act for a Director (hereinafter called
“The Original Director”) during his absence for a period of not less than three
months from India. An Alternate Director appointed under this Article shall not
hold office for period longer than that permissible to the Original Director in whose
place he has been appointed and shall vacate office if and when the Original
Director returns to India. If the term of office of the Original Director is determined
before he so returns to India, any provision in the Act or in these Articles for the
automatic re-appointment of retiring Director in default of another appointment
shall apply to the Original Director and not to the Alternate Director.
(k) Subject to the provisions of the Act, the Board shall have power at any time and
from time to time to appoint any other person to be an Additional Director but so
that the total number of Directors shall not at any time exceed the maximum fixed
under these Articles. Any such Additional Director shall hold office only up to the
date of the next Annual General Meeting but shall be eligible for appointment by
494the Company as a Director at that Meeting subject to the provisions of the Act.
(l) Subject to the provisions of the Act, the Board shall have power at any time and
from time to time to appoint a Director, whose appointment shall be subsequently
approved by members in the immediate next general meeting, if the office of any
director appointed by the company in general meeting is vacated before his term of
office expires in the normal course, who shall hold office only up to the date up to
which the Director in whose place he is appointed would have held office if it had
not been vacated by him.
(m) The Company shall appoint such number of Independent Directors as it may deem
fit, for a term specified in the resolution appointing him. An Independent Director
may be appointed to hold office for a term of up to five consecutive years on the
Board of the Company and shall be eligible for re-appointment on passing of
Special Resolution and such other compliances as may be required in this regard.
No Independent Director shall hold office for more than two consecutive terms. The
provisions relating to retirement of directors by rotation shall not be applicable to
appointment of Independent Directors.
(n) The office of a Director shall be deemed to be vacated in accordance with Section
167 of the Act, the Company may by an ordinary resolution remove any Director
(not being a Director appointed by the Tribunal in pursuance of Section 242 of the
Act) in accordance with the provisions of Section 169 of the Act. A Director so
removed shall not be re-appointed a Director by the Board of Directors.
Subject to the provisions of Section 168 of the Act a Director may at any time resign
from his office upon giving notice in writing to the Company of his intention so to
do, and thereupon his office shall be vacated.
69. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment,
be deemed to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly incurred by
them;
(a) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
70. The Board may pay all expenses incurred in getting up and registering the company.
71. The company may exercise the powers conferred on it by section 88 with regard to
the keeping of a foreign register; and the Board may (subject to the provisions of
that section) make and vary such regulations as it may think fit respecting the
keeping of any such register.
72. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, by such person and
in such manner as the Board shall from time to time by resolution determine.
73. Every director present at any meeting of the Board or of a committee thereof shall
sign his name in a book to be kept for that purpose.
XXIII. PROCEEDINGS OF THE BOARD
49574. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise
regulate its meetings, as it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall,
at any time, summon a meeting of the Board.
(iii) At least 4 (four) Board Meetings shall be held in any calendar year and there should
not be a gap of more than 120 (one hundred twenty) days between two consecutive
Board Meetings.
(iv) The participation of Directors in a meeting of the Board may be either in person or
through video conferencing or other audio-visual means, as may be prescribed
under the Act, which are capable of recording and recognizing the participation of
the Directors and of recording and storing the proceedings of such meetings along
with date and time. However, such matters as provided under the Companies
(Meetings of Board and its Powers) Rules, 2014 shall not be dealt with in a meeting
through video conferencing or other audio-visual means. Any meeting of the Board
held through video conferencing or other audio-visual means shall only be held in
accordance with the Companies (Meetings of Board and its Powers) Rules, 2014.
75. (i) The quorum for a meeting of the Board shall, unless otherwise provided under the
Act or other applicable laws, be one-third of its total strength (any fraction
contained in that one third being rounded off as one), or two directors whichever is
higher and the directors participating by video conferencing or by other permitted
means shall also counted for the purposes of this Article. Provided that where at any
time the number of interested Directors exceeds or is equal to two-thirds of the total
strength, the number of the remaining Directors, that is to say, the number of the
Directors who are not interested, being not less than two, shall be the quorum during
such time.
Explanation: The expressions “interested Director” shall have the meanings given
in Section 184(2) of the said Act and the expression “total strength” shall have the
meaning as given in Section 174 of the Act.
(ii) Save as otherwise expressly provided in the Act, questions arising at any meeting
of the Board shall be decided by a majority of votes.
(iii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a
second or casting vote.
76. 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.
77. (i) The Board may elect a Chairperson of its meetings and determine the period for
which he is to hold office.
(ii) The same individual may be appointed as the chairperson of the Company as well
as the managing Director and/or the chief executive officer of the Company, subject
to applicable Law including the SEBI Listing Regulations.
(iii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present
within five minutes after the time appointed for holding the meeting, the directors
present may choose one of their members to be Chairperson of the meeting.
49678. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to
committees consisting of such member or members of its body as it thinks fit.
(ii) The Meetings and proceedings of any such Committee of the Board consisting of
two or more members shall be governed by the provisions herein contained for
regulating the meetings and proceedings of the Directors so far as the same are
applicable thereto. 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.
79. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present
within five minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be Chairperson of the meeting.
80. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority
of votes of the members present, and in case of an equality of votes, the Chairperson
shall have a second or casting vote.
81. All acts done in any meeting of the Board or of a committee thereof or by any person
acting as a director, shall, notwithstanding that it may be afterwards discovered that
there was some defect in the appointment of any one or more of such directors or
of any person acting as aforesaid, or that they or any of them were disqualified, be
as valid as if every such director or such person had been duly appointed and was
qualified to be a director.
82. Save as otherwise expressly provided in the Act, a resolution in writing, signed by
all the members of the Board or of a committee thereof, for the time being entitled
to receive notice of a meeting of the Board or committee, shall be valid and effective
as if it had been passed at a meeting of the Board or committee, duly convened and
held.
XXIV. RESOLUTION BY CIRCULATION
83. No resolution shall be deemed to have been duly passed by the Board or by a
committee thereof by circulation, unless the resolution has been circulated in draft,
together with the necessary papers, if any, to all 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 and has been approved by a majority of the Directors or
members, who are entitled to vote on the resolution:
Provided that, where not less than one-third of the total number of Directors of the
company for the time being require that any resolution under circulation must be
decided at a meeting, the chairperson shall put the resolution to be decided at a
meeting of the Board.
A resolution approved by way of circulation shall be noted at a subsequent meeting
of the Board or the committee thereof, as the case may be, and made part of the
minutes of such meeting.
XXV. POWERS OF THE BOARD
84. The business of the Company shall be managed by the Board who may exercise all
such powers of the Company and do all such acts and things as may be necessary,
unless otherwise restricted by the Act, or by any other law or by the Memorandum
or by these Articles required to be exercised by the Company in General Meeting.
497However, 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.
XXVI. MANAGING AND WHOLE-TIME DIRECTORS
85. (a) Subject to the provisions of the Act and of these Articles, the Directors may from
time to time appoint one or more of their body to be a Managing Director, Joint
Managing Director or Managing Directors or Whole-time Director or Whole-time
Directors or Manager either for a fixed term or for such term not exceeding five
years at a time as they may think fit to manage the affairs and business of the
Company and may from time to time (subject to the provisions of any contract
between him or them and the Company if any) remove or dismiss him or them from
office and appoint another or others in his or their place or places.
(b) Subject to the provisions of the Act and these Articles, the Managing Director, or
the Whole Time Director shall not, while he continues to hold that office, be subject
to retirement by rotation but he shall, subject to the provisions of any contract
between him and the Company, be subject to the same provisions as the resignation
and removal of any other Directors of the Company and he shall ipso facto and
immediately cease to be a Managing Director or Whole Time Director if he ceases
to hold the office of Director from any cause provided that if at any time the number
of Directors (including Managing Director or Whole Time Directors) as are not
subject to retirement by rotation shall exceed one-third of the total number of the
Directors for the time being, then such of the Managing Director or Whole Time
Director or two or more of them as the Directors may from time to time determine
shall be liable to retirement by rotation to the intent that the Directors not so liable
to retirement by rotation shall not exceed one-third of the total number of Directors
for the time being.
(c) A Managing Director or Whole-time Director who is appointed as Director
immediately on the retirement by rotation shall continue to hold his office as
Managing Director or Whole-time Director and such re-appointment as such
Director shall not be deemed to constitute a break in his appointment as Managing
Director or Whole-time Director.
(d) (i) Subject to control, direction and supervision of the Board of Directors, the day-to-
day management of the company will be in the hands of the Managing Director or
Whole-time Director appointed in accordance with regulations of these Articles
with powers to the Directors to distribute such day-to-day management functions
among such Directors and in any manner as may be directed by the Board.
(ii) The Directors may from time to time entrust to and confer upon the Managing
Director or Whole-time Director for the time being save as prohibited in the Act,
such of the powers exercisable under these presents by the Directors as they may
think fit, and may confer such objects and purposes, and upon such terms and
conditions, and with such restrictions as they think expedient; and they may subject
to the provisions of the Act and these Articles confer such powers, either collaterally
with or to the exclusion of, and in substitution for, all or any of the powers of the
Directors in that behalf, and may from time to time revoke, withdraw, alter or vary
all or any such powers.
(iii) The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Whole-time Director or Whole-time Directors
of the Company and may exercise all the powers referred to in these Articles.
(iv) The Managing Director or Whole-time Director shall be entitled to sub-delegate
(with the sanction of the Directors where necessary) all or any of the powers,
498authorities and discretions for the time being vested in them to any officers of the
Company or any persons/firm/company/ other entity for the management and
transaction of the affairs of the Company in any specified locality in such manner
as they may think fit.
(v) Notwithstanding anything contained in these Articles, the Managing Director or
Whole-time Director is expressly allowed generally to work for and contract on
behalf of the Company and specially to do the work of Managing Director or
Whole-time Director and also to do any work for the Company upon such terms
and conditions and for such remuneration (subject to the provisions of the Act) as
may from time to time be agreed between them and the Directors of the Company.
XXVII. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF
FINANCIAL OFFICER
86. Subject to the provisions of the Act,
(i) A chief executive officer, manager, company secretary or chief financial officer
may be appointed by the Board for such term, at such remuneration and upon such
conditions as it may thinks fit; and any chief executive officer, manager, company
secretary or chief financial officer so appointed may be removed by means of a
resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary
or chief financial officer.
87. A provision of the Act or these regulations requiring or authorising a thing to be
done by or to a director and chief executive officer, manager, company secretary or
chief financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.
XXVIII. THE SEAL
88. (a) The Board may provide a Common Seal for the purpose of the Company and shall
have power from time to time to destroy the same and substitute a new seal in lieu
thereof.
(b) The Common Seal shall be in the safe custody of the Director or the Secretary for
the time being of the Company.
(c) The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorised by
it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.
XXIX. DIVIDENDS AND RESERVE
89 The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board.
90. Subject to the provisions of section 123, the Board may from time to time pay to
the members such interim dividends as appear to it to be justified by the profits of
the Company.
91. (i) The Board may, before recommending any dividend, set aside out of the profits of
the company such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applicable for any purpose to which the profits of the
499company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the company or be invested in such
investments (other than shares of the company) as the Board may, from time to
time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not
to divide, without setting them aside as a reserve.
92. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid
or credited as paid on the shares in respect whereof the dividend is paid, but if and
so long as nothing is paid upon any of the shares in the company, dividends may be
declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated
for the purposes of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for dividend
accordingly.
93. The Board may deduct from any dividend payable to any member all sums of
money, if any, presently payable by him to the company on account of calls or
otherwise in relation to the shares of the company.
94. (i) Any dividend, interest or other monies payable in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered address
of the holder or, in the case of joint holders, to the registered address of that one of
the joint holders who is first named on the register of members, or to such person
and to such address as the holder or joint holders may in writing direct. The
Company shall not be bound to register more than three persons as the joint holders
of any share. The Company shall not be liable or responsible for any cheque or
warrant lost in transmission or for any dividend lost to the member or person
entitled thereto by forged endorsements on any cheque or warrant, or the fraudulent
or improper recovery thereof by any other means.
(ii) Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.
95. Any one of two or more joint holders of a share may give effective receipts for any
dividends, bonuses or other monies payable in respect of such share.
Except as ordered by a Court of competent jurisdiction or as by law required, the
Company shall not be bound to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any interest in any
fractional part of a share, or (except only as is by these Articles otherwise expressly
provided or by law otherwise provided) any right in respect of a share other than an
absolute right thereto, in accordance with these Articles, in the person from time to
time registered as the holder thereof but the Board shall be at liberty at its sole
discretion to register any share in the joint names of any two or more persons or the
survivor or survivors of them.
96. Notice of any dividend that may have been declared shall be given to the persons
entitled to share therein in the manner mentioned in the Act. A transfer of shares
does not pass the right to any dividend declared thereon before the registration of
the transfer.
50097. No unclaimed dividend shall be forfeited before the claim becomes barred by law
and no unpaid dividend shall bear interest against the company.
XXX. DOCUMENTS AND SERVICE OF NOTICES
98. Any document or notice to be served or given by the Company be signed by a
Director or such person duly authorized by the Board for such purpose and the
signature may be written or printed or lithographed or through electronic
transmission.
Save as otherwise expressly provided in the Act, a document or proceeding
requiring authentication by the company may be signed by a Director, any Key
Managerial Personnel or other Authorized Officer of the Company (digitally or
electronically) and need not be under the Common Seal of the Company and the
signature thereto may be written, facsimile, printed, lithographed, Photostat.
A document may be served on the Company or an officer thereof by sending it to
the Company or officer at the registered office of the Company by Registered Post
or by speed post or by courier service or by leaving it at its registered office or by
means of such electronic or other mode as may be prescribed: Provided that where
securities are held with a Depository, the records of the beneficial ownership may
be served by such Depository on the Company by means of electronic or other
mode.
XXXI. ACCOUNTS
99. (i) The Board shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations, the accounts and books
of the company, or any of them, shall be open to the inspection of members not
being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorized by the
Board or by the company in general meeting.
XXXII. WINDING UP
100. Subject to the provisions of Chapter XX of the Act and rules made thereunder
(i) If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide
amongst the members, in specie or kind, the whole or any part of the assets of the
company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division shall
be carried out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the contributories if he considers
necessary, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.
XXXIII. INDEMNITY
101. Every officer of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted or in
501which relief is granted to him by the court or the Tribunal.
XXXIV. INSPECTION AND EXTRACT OF DOCUMENTS
102. Subject to provisions of the Act and other applicable laws and of these Articles, the
Company may allow the inspection of documents, register and returns maintained
under the Act to members, creditors and such other persons as are permitted subject
to such restrictions as the Board may prescribe and also furnish extract of
documents, registers and returns to such persons as are permitted to obtain the same
on payment of such fees as may be decided by Board which shall, in no case, exceed
the limits prescribed under the Act.
XXXV. SHARES AT THE DISPOSAL OF THE DIRECTORS
103. (a) Subject to the provisions of Section 62 and other applicable provisions of the Act,
and these Articles, the shares in the Capital of the Company for the time being
(including any shares forming part of any increased Capital of the Company) shall
be under the control of the Board who may issue, allot or otherwise dispose of the
same or any of them to Persons in such proportion and on such terms and conditions
and either at a premium or at par at such time as they may, from time to time, think
fit. Provided that option or right to call of shares shall not be given to any person
except with the sanction of the Issuer in general meetings.
(b) Subject to applicable Law, the Directors are hereby authorized to issue Equity
Shares or Debentures (whether or not convertible into Equity Shares) for offer and
allotment to such of the officers, employees and workers of the Company as the
Directors may decide or the trustees of such trust as may be set up for the benefit of
the officers, employees and workers in accordance with the terms and conditions of
such scheme, plan or proposal as the Directors may formulate. Subject to the
consent of the Stock Exchanges and SEBI under SEBI Listing Regulations or any
other Law, if applicable to the Company, the Directors may impose the condition
that the shares in or debentures of the Company so allotted shall not be transferable
for a specified period.
(c) If, by the conditions of allotment of any share, the whole or part of the amount
thereof shall be payable by instalments, every such instalment shall, when due, be
paid to the Company by the person who, for the time being, shall be the registered
holder of the shares or by his executor or administrator.
(d) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the
Company, the portion of the Capital represented by his share or shares which may
for the time being remain unpaid thereon in such amounts at such time or times and
in such manner as the Board shall from time to time in accordance with the Articles
require or fix for the payment thereof.
(e) In accordance with Section 56 and other applicable provisions of the Act and the
Rules:
Every Shareholder or allottee of shares shall be entitled without payment, to receive
one or more certificates specifying the name of the Person in whose favour it is
issued, the shares to which it relates and the amount paid up thereon. Such
certificates shall be issued only in pursuance of a resolution passed by the Board
and on surrender to the Company of its letter of allotment or its fractional coupon
of requisite value, save in cases of issue of share certificates against letters of
acceptance or of renunciation, or in cases of issue of bonus shares. Such share
certificates shall also be issued in the event of consolidation or sub-division of
shares of the Company. Every such certificate shall be issued in the manner
prescribed under section 46 of the Act and the Rules framed thereunder. Particulars
502of every share certificate issued shall be entered in the Register of Members against
the name of the Person, to whom it has been issued, indicating the date of issue. A
certificate issued under the Seal of the Company, if any, or signed by two Directors
or by a Director and the Secretary, specifying the Shares held by any Person shall
be prima facie evidence of the title of the Person to such Shares. Where the Shares
are held in depository form, the record of Depository shall be the prima facie
evidence of the interest of the beneficial owner.
Every Shareholder shall be entitled, without payment, to one or more certificates,
in marketable lots, for all the shares of each class or denomination registered in his
name, or if the Directors so approve (upon paying such fee as the Directors may
from time to time determine) to several certificates, each for one or more of such
shares and the Company shall complete and have ready for delivery such certificates
within 2 (two) months from the date of allotment in case of Shares and 6 (six)
months from the date of allotment in case of Debentures, or within 1 (one) month
of the receipt of instrument of transfer, transmission, sub-division, consolidation or
renewal of its shares as the case may be. Every certificate of shares shall be in the
form and manner as specified in Article 9 above and in respect of a share or shares
held jointly by several Persons, the Company shall not be bound to issue more than
one certificate and delivery of a certificate of shares to the first named joint holders
shall be sufficient delivery to all such holders. For any further certificate, the Board
shall be entitled but shall not be bound, to prescribe a charge not exceeding Rs. 20
(Rupees Twenty).
The Board may, at their absolute discretion, refuse any applications for the sub-
division of share certificates or Debenture certificates, into denominations less than
marketable lots except where sub-division is required to be made to comply with
any statutory provision or an order of a competent court of law or at a request from
a Shareholder or to convert holding of odd lot into transferable/ marketable lot.
Where share certificates are issued in either more or less than marketable lots, sub-
division or consolidation of share certificates into marketable lots shall be done free
of charge.
A Director may sign a share certificate by affixing his signature thereon by means
of any machine, equipment or other mechanical means, such as engraving in metal
or lithography, but not by means of a rubber stamp, provided that the Director shall
be responsible for the safe custody of such machine, equipment or other material
used for the purpose.
XXXVI. FURTHER ISSUE OF SHARES
104. (i) The Board or the Company, as the case may be, may, in accordance with the Act
and the Rules, issue further shares to –
(a) persons who, at the date of offer, are holders of equity shares of the Company; such
offer 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; or
(b) Employees under any scheme of employees’ stock option; or
(c) any persons, whether or not those persons include the persons referred to in clause
(a) or clause (b) above.
(ii) The Company may issue securities in any manner whatsoever as the Board may
determine including by way of a preferential offer or private placement, to any
persons whether or not those persons include the persons referred to in clause (a) or
clause (b) of sub-section (1) of section 62 subject to compliance with section 42 and
/ or 62 of the Act and rules framed thereunder as amended from time to time.
503XXXVII. NO FEE ON TRANSFER OR TRANSMISSION
105. 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 document.
XXXVIII. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST
106. The Directors may, if they think fit, subject to the provisions of Section 92 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 or the calls then made upon the shares in
respect of which such advance has been made, the company may pay interest at
such rate, as the member paying such sum in advance and the Directors agree upon
provided that money paid In advance of calls shall not confer a right to participate
in profits or dividend. The Directors may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect of the moneys so
paid by him until the same would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on
debentures of the company.
XXXIX. NOMINATION FOR DEPOSITS
107. A security holder may, at any time, make a nomination and the provisions of Section
72 of the Act shall, as far as may be, apply to the nominations made in relation to
the deposits made subject to the provisions of the Rules as may be prescribed in this
regard.
XL. NOMINATION IN CERTAIN OTHER CASES
108. Subject to the applicable provisions of the Act and these Articles, any person
becoming entitled to Securities in consequence of the death, lunacy, bankruptcy or
insolvency of any holder of Securities, or by any lawful means other than by a
transfer in accordance with these Articles, may, with the consent of the Board
(which it shall not be under any obligation to give), upon producing such evidence
that he sustains the character in respect of which he proposes to act under this
Article or of such title as the Board thinks sufficient, either be registered himself as
the holder of the Securities or elect to have some Person nominated by him and
approved by the Board registered as such holder; provided nevertheless that, if such
Person shall elect to have his nominee registered, he shall testify the election by
executing in favour of his nominee an instrument of transfer in accordance with the
provisions herein contained and until he does so, he shall not be freed from any
liability in respect of the Securities.
XLI. BORROWING POWERS
109. (a) Subject to the provisions of Sections 73, 179 and 180, and other applicable
provisions of the Act and these Articles, the Board may, from time to time, at its
discretion by resolution passed at the meeting of a Board:
(i) accept or renew deposits from Shareholders;
(ii) borrow money by way of issuance of Debentures;
(iii) borrow money otherwise than on Debentures;
(iv) accept deposits from Shareholders either in advance of calls or otherwise;
and
504(v) generally, raise or borrow or secure the payment of any sum or sums of
money for the purposes of the Company.
Provided, however, that where the money to be borrowed together with the money
already borrowed (apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business) exceed the aggregate of the Paid-up
capital of the Company and its free reserves (not being reserves set apart for any
specific purpose), the Board shall not borrow such money without the consent of
the Company by way of a Special Resolution in a General Meeting.
(b) Subject to the provisions of these Articles, the payment or repayment of money
borrowed as aforesaid may be secured in such manner and upon such terms and
conditions in all respects as the resolution of the Board (not by circular resolution)
shall prescribe including by the issue of bonds, perpetual or redeemable Debentures
or debenture–stock, or any mortgage, charge, hypothecation, pledge, lien or other
security on the undertaking of the whole or any part of the property of the Company
(including its uncalled Capital), both present and future and Debentures and other
Securities may be assignable free from any equities between the Company and the
Person to whom the same may be issued.
(c) Subject to the applicable provisions of the Act and these Articles, any bonds,
Debentures, debenture-stock or other Securities may if permissible in Law be issued
at a discount, premium or otherwise by the Company and shall with the consent of
the Board be issued upon such terms and conditions and in such manner and for
such consideration as the Board shall consider to be for the benefit of the Company,
and on the condition that they or any part of them may be convertible into Equity
Shares of any denomination, and with any privileges and conditions as to the
redemption, surrender, allotment of shares, appointment of Directors or otherwise.
Provided that Debentures with rights to allotment of or conversion into Equity
Shares shall not be issued except with, the sanction of the Company in General
Meeting accorded by a Special Resolution.
(d) The Board shall cause a proper Register to be kept in accordance with the provisions
of Section 85 of the Act of all mortgages and charges specifically affecting the
property of the Company; and shall cause the requirements of the relevant
provisions of the Act in that behalf to be duly complied with within the time
prescribed under the Act or such extensions thereof as may be permitted under the
Act, as the case may be, so far as they are required to be complied with by the Board.
Company shall have the power to keep in any state or country outside India a branch
register of debenture holder’s resident in that state or country.
(e) Any capital required by the Company for its working capital and other capital
funding requirements may be obtained in such form as decided by the Board from
time to time.
(f) The Company shall also comply with the provisions of the Companies (Registration
of Charges) Rules, 2014 in relation to the creation and registration of aforesaid
charges by the Company.
XLII. SHARE WARRANTS
110. (a) Share warrants may be issued as per the provisions of applicable Law.
(b) Power to issue share warrants
The Company may issue share warrants subject to, and in accordance with the
provisions of the Act, and accordingly the Board may in its discretion, with respect
to any share which is fully paid-up on application in writing signed by the persons
registered as holder of the share, and authenticated, by such evidence (if any) as the
505Board may, from time to time, require as to the identity of the person signing the
application, and on receiving the certificate (if any) of the share, and the amount of
the stamp duty on the warrant and such fee as the Board may from time to time
require, issue a share warrant.
(c) Deposit of share warrant
(i) The bearer of a share warrant may at any time deposit the warrant at the office of
the Company, and so long as the warrant remains so deposited, the depositor shall
have the same right of signing a requisition for calling a meeting of the Company,
and of attending, and voting and exercising the other privileges of a Member at any
meeting held after the expiry of two clear days from the time of deposit as if his
name were inserted in the Register of Members as the holder of the share included
in the deposited warrant.
(ii) Not more than one person shall be recognized as depositor of the share warrant.
(iii) The Company shall, on two days’ written notice, return the deposited share warrant
to the depositor.
(d) Privileges and disabilities of the holders of share warrant
(i) Subject as herein otherwise expressly provided, no person shall, as bearer of a share
warrant sign a requisition for calling a meeting of the Company, or attend or vote
or exercise any other privileges of a Member at a meeting of the Company, or be
entitled to receive any notices from the Company.
(ii) The bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he was named in the Register of Members as the
holder of the share included in the warrant, and shall be a Member of the Company.
(e) Issue of new Share Warrant or Coupon
The Board may, from time to time, make rules as to the terms on which (if it shall
think fit) a new share warrant or coupon may be issued by way of renewal in case
of defacement, loss or destruct.
XLIII. PASSING OF RESOLUTIONS BY POSTAL BALLOT
111. (a) Notwithstanding any of the provisions of these Articles, the Company may, and in
the case of resolutions relating to such business as notified under the Companies
(Management and Administration) Rules, 2014, as amended, or other Law required
to be passed by postal ballot, shall get any resolution passed by means of a postal
ballot, instead of transacting the business in the General Meeting of the Company.
Also, the Company 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 the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it
shall follow the procedures as prescribed under Section 110 of the Act and the
Companies (Management and Administration) Rules, 2014, as amended from time.
XLIV. SPECIAL REMUNERATION FOR EXTRA SERVICES RENDERED BY A DIRECTOR
112. If any Director be called upon to perform extra services or special exertions or
efforts (which expression shall include work done by a Director as a member of any
Committee formed by the Directors), the Board may arrange with such Director for
such special remuneration for such extra services or special exertions or efforts
506either by a fixed sum or otherwise as may be determined by the Board. Such
remuneration may either be in addition, to or in substitution for his remuneration
otherwise provided, subject to the applicable provisions of the Act.
XLV. DISQUALIFICATION AND VACATION OF OFFICE BY A DIRECTOR
113. (a) A person shall not be eligible for appointment as a Director of the Company if he
incurs any of the disqualifications as set out in section 164 and other relevant
provisions of the Act. Further, on and after being appointed as a Director, the office
of a Director shall ipso facto be vacated on the occurrence of any of the
circumstances under section 167 and other relevant provisions of the Act.
(b) Subject to the applicable provisions of the Act, 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.
XLVI. COMMITTEES AND DELEGATION BY THE BOARD
114. (a) The Company shall constitute such Committees as may be required under the Act,
applicable provisions of Law and the SEBI Listing Regulations or any other Law,
if applicable to the Company. Without prejudice to the powers conferred by the
other Articles and so as not to in any way to limit or restrict those powers, the Board
may, subject to the provisions of Section 179 of the Act, delegate any of its powers
to the Managing Director(s), the executive director(s) or manager or the chief
executive officer of the Company. The Managing Director(s), the executive
director(s) or the manager or the chief executive officer(s) as aforesaid shall, in the
exercise of the powers so delegated, conform to any regulations that may from time
to time be imposed on them by the Board and all acts done by them in exercise of
the powers so delegated and in conformity with such regulations shall have the like
force and effect as if done by the Board.
(b) Subject to the applicable provisions of the Act, the requirements of Law and these
Articles, the Board may delegate any of its powers to Committees of the Board
consisting of such member or members of the Board as it thinks fit, and it may from
time to time revoke and discharge any such committee of the Board either wholly
or in part and either as to persons or purposes. Every Committee of the Board so
formed shall, in the exercise of the powers so delegated, conform to any regulations
that may from time to time be imposed on it by the Board. All acts done by any
such Committee of the Board in conformity with such regulations and in fulfilment
of the purposes of their appointment but not otherwise, shall have the like force and
effect as if done by the Board.
(c) The meetings and proceedings of any such Committee of the Board consisting of
more members shall be governed by the provisions herein contained for regulating
the meetings and proceedings of the Directors, so far as the same are applicable
thereto and are not superseded by any regulation made by the Directors under the
last preceding Article.
XLVII. ACTS OF BOARD OR COMMITTEE VALID NOTWITHSTANDING INFORMAL
APPOINTMENT
115. (a) All acts undertaken at any meeting of the Board or of a Committee of the Board, or
by any person acting as a Director shall, notwithstanding that it may afterwards be
discovered that there was some defect in the appointment of such Director or
persons acting as aforesaid, or that they or any of them were disqualified or had
vacated office or that the appointment of any of them had been terminated by virtue
of any provisions contained in the Act or in these Articles, be as valid as if every
such person had been duly appointed, and was qualified to be a Director. Provided
507that nothing in this Article shall be deemed to give validity to the acts undertaken
by a Director after his appointment has been shown to the Company to be invalid
or to have been terminated.
(b) Save as otherwise expressly provided in the Act, a resolution in writing, signed by
all the members of the Board or of a committee thereof, for the time being entitled
to receive notice of a meeting of the Board or committee, shall be valid and effective
as if it had been passed at a meeting of the Board or committee, duly convened and
held.
XLVIII. NOTICE BY ADVERTISEMENTS
116. Subject to the applicable provisions of the Act, any document required to be served
or sent by the Company on or to the Shareholders, or any of them and not expressly
provided for by these Articles, shall be deemed to be duly served or sent if
advertised in a newspaper circulating in the District in which the Office is situated.
XLIX. DIRECTOR’S ETC. NOT LIABLE FOR CERTAIN ACTS
117. Subject to the provision of the Act, no Director, Manager or Officer of the Company
shall be liable for the acts, defaults, receipts and neglects of any other Director,
Manager or Officer or for joining in any receipts or other acts for the sake of
conformity or for any loss or expenses happening to the company through the
insufficiency or deficiency of title to any property acquired by order of the directors
or for any loss or expenses happening to the Company through the insufficiency or
deficiency of any security in or upon which any of the monies of the Company shall
be invested or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person with whom any monies, securities or effects shall be
deposited or for any loss occasioned by an error of judgement or oversight on his
part, or for any other loss, damage or misfortune whatsoever which shall happen in
the execution thereof, unless the same shall happen through the negligence, default,
misfeasance, breach of duty or breach of trust of the relevant Director, Manager or
Officer.
L. COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO MEMBERS
118. A copy of the Memorandum and Articles of Association of the Company and of
any other document referred to in Section 17 of the Act shall be sent by the
Company to a Member at his request on payment of Rs. 100 or such reasonable
sum for each copy as the Directors may, from time to time, decide. The fees can
be waived off by the Company.
508SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of following contracts which have been entered or are to be entered into by our Company (not being
contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more
than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material will
be attached to the copy of the Red Herring Prospectus which will be filed to RoC. Copies of these contracts and
also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10.00
a.m. and 5.00 p.m. on all Working Days from the date of the Red Herring Prospectus until the Issue Closing Date.
Copies of the documents for inspection referred to hereunder, will also be available on the website of our Company
at http://www.veegaland.com from the date of the Red Herring Prospectus until the Issue Closing Date (except
for such agreements executed after the Issue Closing Date).
A. Material Contracts for the Issue
1. Issue Agreement dated December 18, 2025 entered into among our Company and the BRLM.
2. Registrar Agreement dated December 12, 2025 entered into among our Company and the Registrar to
the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the BRLM, the
Syndicate Members, the Registrar to the Issue and the Escrow Collection Bank(s), Sponsor Banks, Public
Issue Account Bank and the Refund Bank(s).
4. Syndicate Agreement dated [●] entered into among our Company, the BRLM and the Syndicate
Members.
5. Underwriting Agreement dated [●] entered into among our Company and the Underwriters.
6. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agency.
B. Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, each
as amended.
2. Certificate of incorporation dated August 10, 2007 issued to our Company by the Assistant Registrar of
Companies, Kerala and Lakshadweep, in the name of ‘Vintes Solutions Private Limited’.
3. Certificate of Incorporation dated October 22, 2010 consequent upon change of name from ‘Vintes
Solutions Private Limited’ to ‘Vintes Developers Private Limited’ issued to our Company by the
Assistant Registrar of Companies, Kerala and Lakshadweep.
4. Fresh certificate of incorporation dated August 11, 2011 consequent upon change of name from ‘Vintes
Developers Private Limited’ to ‘Veegaland Developers Private Limited’ issued to our Company by the
Registrar of Companies, Kerala and Lakshadweep.
5. Fresh certificate of incorporation dated November 6, 2025 consequent upon conversion into a public
limited company issued to our Company by the Registrar of Companies, Central Processing Centre.
6. Resolution of our Board dated November 20, 2025 authorizing the Issue and other related matters.
7. Resolution of our Shareholders dated November 22, 2025 authorizing the Issue and other related matters.
8. Resolution passed by the Board of Directors dated November 20, 2025, for appointing George Joseph as
the Chairman of the Company.
5099. Resolution passed by the Board of Directors dated September 25, 2025 and Shareholders dated
September 30, 2025, for appointing Kochouseph Thomas Chittilappilly, Bijoy Ambattu Bahuleyan and
Kurian Thomas as the Wholetime Directors of the Company.
10. Resolution of our Board dated December 30, 2025 approving this Draft Red Herring Prospectus.
11. Resolution of our Board dated [●] approving the Red Herring Prospectus.
12. Resolution approving the KPI passed by the Audit Committee dated November 20, 2025.
13. Copies of the annual reports of our Company as of and for the Fiscals 2025, 2024 and 2023.
14. Report titled “Assessment of Residential Construction Sector - With focus on Kerala” dated December
26, 2025 issued by ICRA and consent letter dated December 26, 2025 issued by ICRA with respect to
the report.
15. Copies of the Trust Deed of K. Chittilappilly Trust was originally executed on March 8, 2017, and
subsequently amended on July 27, 2021 and on February 16, 2023.
16. Consents of our Directors, Promoters, the BRLM, the Company Secretary and Compliance Officer, Chief
Financial Officer, the Legal counsel to the Issue, Bankers to the Company, Registrar to the Issue and
Statutory Auditor in their respective capacities.
17. Written consent dated November 28, 2025 from M/s Varma & Varma, Chartered Accountants, to include
their name as required under section 26(1) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of
the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of
their (i) examination report, dated November 20, 2025, on the Restated Financial Statements; and (ii)
their report dated December 26, 2025 on the statement of special tax benefits available to our Company.
18. Consent dated November 28, 2025, from Binu Balakrishnan Architects, Independent Architect, to
include their name in this Draft Red Herring Prospectus and be named as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 in respect of their certificate in connection with the Issue.
19. Consent dated November 28, 2025 received from E. Sulficar, Advocate and consents dated December
23, 2025 received from Rajithkumar P; Advocate, Rekha Nair, Advocate; John & John, Advocates
Solicitors & Conveyancers in respect of the title search reports of the lands acquired by the Company
20. Consent dated December 24, 2025 from Himanshu Gajra & Co, Practicing Company Secretary, to
include their name in this Draft Red Herring Prospectus and be named as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 in respect of their report dated December 25, 2025 in
connection with the Issue.
21. The examination report dated November 20, 2025 of the Statutory Auditors on the Restated Financial
Information.
22. The report dated December 26, 2025 of the Statutory Auditors, on the statement of special tax benefits
available to our Company and its shareholders.
23. Certificate relating to the Object of the Isuue dated December 29, 2025 issued by the Statutory Auditors.
24. Certificate relating to the financial key performance indicators dated December 27, 2025 and operational
key performance indicators dated December 30, 2025 issued by the Statutory Auditors.
25. Certificate for confirming financial indebtedness dated December 26, 2025 issued by the Statutory
Auditors.
51026. Certificate for confirming dividend dated December 4, 2025 issued by the Statutory Auditors.
27. Certificate for confirming weighted average cost of acquisition and average cost of acquisition of equity
shares by the Promoter dated December 30, 2025 issued by the Statutory Auditors.
28. Certificate on weighted average cost based on primary issuances and secondary transactions dated
December 30, 2025 issued by the Statutory Auditors.
29. Certificate for confirming related party transactions dated December 26, 2025 issued by the Statutory
Auditors.
30. Certificate for confirming Basis for the Issue Price dated December 30, 2025 issued by the Statutory
Auditors.
31. Tripartite agreement dated February 28, 2025 among our Company, NSDL and the Registrar to the Issue.
32. Tripartite agreement dated August 22, 2025 among our Company, CDSL and the Registrar to the Issue.
33. Due diligence certificate dated December 30, 2025 addressed to the SEBI from the BRLM.
34. In-principle listing approvals dated [●] and [●] issued by the BSE and the NSE, respectively.
35. SEBI observation letter no. [●] dated [●].
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
our Shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant
statutes.
511DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
____________________________
Kochouseph Thomas Chittilappilly
Whole-time Director
DIN: 00020512
Date: December 30, 2025
Place: Kochi
512DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
_____________________
Bijoy Ambattu Bahuleyan
Whole-time Director
DIN: 10279582
Date: December 30, 2025
Place: Kochi
513DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
_____________
Kurian Thomas
Whole-time Director
DIN: 10279590
Date: December 30, 2025
Place: Kochi
514DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
___________________
Jayaraj Balakrishnan
Non-Executive Director
DIN: 00027479
Date: December 30, 2025
Place: Kochi
515DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
_____________
George Joseph
Chairman and Non- Executive Independent Director
DIN: 00253754
Date: December 30, 2025
Place: Kochi
516DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
________________________
Saraladevi Mecheriparambil
Non- Executive Independent Director
DIN: 08417393
Date: December 30, 2025
Place: Kochi
517DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
________________________
Varriam Kandi Vijayakumar
Non- Executive Independent Director
DIN: 01898943
Date: December 30, 2025
Place: Kochi
518DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules
made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in
this Draft Red Herring Prospectus are true and correct.
Sd/-
___________________
Varun Saranga Kumar
Chief Financial Officer
Date: December 30, 2025
Place: Kochi
519